UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October ~~31, 2009~~30, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-18632

THE WET SEAL, INC.

(Exact name of registrant as specified in its charter)


Delaware		33-0415940
(State 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)

(949) 699-3900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant 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 ¨ 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:

Large accelerated filer: ¨

Accelerated filer: x

Nonaccelerated filer: ¨

Smaller reporting company: ¨

(Do not check if a smaller

reporting company)

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 November ~~30, 2009,~~26, 2010, was ~~97,423,777.~~100,108,311. There were no shares outstanding of the registrant’s Class B common stock, par value $0.10 per share, at November ~~30, 2009.~~26, 2010.

THE WET SEAL, INC.

FORM 10-Q

Index


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets (Unaudited) as of October 30, 2010, January 30, 2010, and October 31, 2009 ~~January 31, 2009, and November 1, 2008~~		2-3

	Condensed Consolidated Statements of Operations (Unaudited) for the 13 and 39 Weeks Ended October 30, 2010, and October 31, 2009 ~~and November 1, 2008~~		4

	Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Unaudited) for the 39 Weeks Ended October 30, 2010, and October 31, 2009 ~~and November 1, 2008~~		5-6

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the 39 Weeks Ended October 30, 2010, and October 31, 2009 ~~and November 1, 2008~~		7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	~~8-20~~	8-21

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~21-35~~	22-36

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35	36

Item 4.	Controls and Procedures	35	36

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	~~35-36~~	36-37

Item 1A.	Risk Factors	36	37-38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37	38

Item 3.	Defaults Upon Senior Securities	37	38

Item 4.	~~Submission of Matters to a Vote of Security Holders~~Removed and Reserved	37	38

Item 5.	Other Information	37	38

Item 6.	Exhibits	37	38

~~SIGNATURE PAGE~~SIGNATURES		38	39

EXHIBIT 31.1

EXHIBIT 31.2

EXHIBIT 32.1

EXHIBIT 32.2

Part I. Financial Information

Item 1.

Financial Statements (Unaudited)

THE WET SEAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	October 31, 2009		January 31, 2009			November 1, 2008		October 30, 2010		January 30, 2010			October 31, 2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	144,161	$	142,064		$	127,555	$	115,617	$	161,693		$	144,161
Income taxes receivable		—		—			119
Short-term investments									25,350		—			—
Other receivables		389		1,784			2,209		2,140		479			389
Merchandise inventories		39,761		25,529			41,234		40,687		29,159			39,761
Prepaid expenses and other current assets		11,087		10,600			11,165		12,195		10,939			11,087
Deferred tax assets (Note 1)									19,600		19,600			—

Total current assets		195,398		179,977			182,282		215,589		221,870			195,398

EQUIPMENT AND LEASEHOLD IMPROVEMENTS:
Leasehold improvements		109,641		102,062			108,218		115,485		108,958			109,641
Furniture, fixtures and equipment		67,462		65,378			68,130		78,162		66,708			67,462

		177,103		167,440			176,348		193,647		175,666			177,103
Less accumulated depreciation and amortization		(95,509)		(92,571	)		(97,775)		(101,823)		(97,603	)		(95,509)

Net equipment and leasehold improvements		81,594		74,869			78,573		91,824		78,063			81,594

LONG-TERM INVESTMENTS									25,919		—			—

OTHER ASSETS:
Deferred financing costs, net of accumulated amortization of $5,660, $5,586 and $5,562 at October 31, 2009, January 31, 2009, and November 1, 2008, respectively		99		173			197
Deferred tax assets (Note 1)									37,891		45,153			—
Other assets		2,489		1,640			1,635		2,581		2,584			2,588

Total other assets		2,588		1,813			1,832		40,472		47,737			2,588

TOTAL ASSETS	$	279,580	$	256,659		$	262,687	$	373,804	$	347,670		$	279,580

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable – merchandise	$	19,445	$	8,388		$	15,572	$	26,158	$	14,588		$	19,445
Accounts payable – other		12,713		9,188			14,050		17,320		9,480			12,713
Income taxes payable		200		228			182		—		47			200
Accrued liabilities		23,044		28,079			27,226		22,211		24,918			23,044
Current portion of deferred rent		2,886		3,378			3,479		3,297		2,735			2,886

Total current liabilities		58,288		49,261			60,509		68,986		51,768			58,288

LONG-TERM LIABILITIES:
Secured convertible notes, including accrued interest of $904, $752 and $702 at October 31, 2009, January 31, 2009, and November 1, 2008, respectively, and net of unamortized discount of $2,261, $2,712 and $2,838 at October 31, 2009, January 31, 2009, and November 1, 2008, respectively		3,310		2,707			2,531
Secured convertible notes, including accrued interest of $0, $956 and $904 at October 30, 2010, January 30, 2010, and October 31, 2009, respectively, and net of unamortized discount of $0, $2,083 and $2,261 at October 30, 2010, January 30, 2010, and October 31, 2009, respectively									—		3,540			3,310
Deferred rent		29,123		30,051			30,498		30,656		28,827			29,123
Other long-term liabilities		1,700		1,821			1,800		1,677		1,785			1,700

Total long-term liabilities		34,133		34,579			34,829		32,333		34,152			34,133

Total liabilities		92,421		83,840			95,338		101,319		85,920			92,421

See notes to condensed consolidated financial statements.

THE WET SEAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(In thousands, except share data)

(Unaudited)


	October 31, 2009			January 31, 2009			November 1, 2008			October 30, 2010		January 30, 2010			October 31, 2009
COMMITMENTS AND CONTINGENCIES (Note 6)
CONVERTIBLE PREFERRED STOCK, $0.01 par value, authorized 2,000,000 shares; 1,611 shares issued and outstanding at October 31, 2009, January 31, 2009, and November 1, 2008, respectively		1,611			1,611			1,611
CONVERTIBLE PREFERRED STOCK, $0.01 par value, authorized 2,000,000 shares; no shares issued and outstanding at October 30, 2010, and 1,611 shares issued and outstanding at January 30, 2010, and October 31, 2009, respectively											—		1,611			1,611

STOCKHOLDERS’ EQUITY:
Common stock, Class A, $0.10 par value, authorized 300,000,000 shares; 104,107,202 shares issued and 97,423,777 outstanding at October 31, 2009; 103,319,360 shares issued and 96,635,935 shares outstanding at January 31, 2009; and 103,071,941 shares issued and 96,388,516 shares outstanding at November 1, 2008		10,411			10,332			10,307
Common stock, Class A, $0.10 par value, authorized 300,000,000 shares; 112,234,844 shares issued and 100,108,311 outstanding at October 30, 2010; 106,889,150 shares issued and 98,046,279 shares outstanding at January 30, 2010; and 104,107,202 shares issued and 97,423,777 shares outstanding at October 31, 2009											11,223		10,689			10,411
Common stock, Class B convertible, $0.10 par value, authorized 10,000,000 shares; no shares issued and outstanding		—			—			—			—		—			—
Paid-in capital		302,241			300,607			299,413
Accumulated deficit		(105,182	)		(117,828	)		(122,120	)
Treasury stock, 6,683,425 shares at cost, at October 31, 2009, January 31, 2009, and November 1, 2008, respectively		(22,461	)		(22,461	)		(22,461	)
Paid-in capital (Note 1 and Note 3)											325,400		312,689			305,185
Accumulated deficit (Note 1 and Note 3)											(26,584)		(33,902	)		(108,126)
Treasury stock, 12,126,533 shares, 8,842,871 shares, and 6,683,425 shares, at cost, at October 30, 2010, January 30, 2010, and October 31, 2009, respectively											(37,963)		(29,758	)		(22,461)
Accumulated other comprehensive income		539			558			599			409		421			539

Total stockholders’ equity		185,548			171,208			165,738			272,485		260,139			185,548

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	279,580		$	256,659		$	262,687		$	373,804	$	347,670		$	279,580

See notes to condensed consolidated financial statements.

THE WET SEAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data)

(Unaudited)


	13 Weeks Ended						39 Weeks Ended					13 Weeks Ended						39 Weeks Ended
	October 31, 2009			November 1, 2008			October 31, 2009			November 1, 2008		October 30, 2010			October 31, 2009			October 30, 2010			October 31, 2009
Net sales	$	141,546		$	146,644		$	409,921		$	438,094	$	146,401		$	141,546		$	415,704		$	409,921
Cost of sales		100,517			100,739			290,541			293,463		101,890			100,517			287,688			290,541

Gross margin		41,029			45,905			119,380			144,631		44,511			41,029			128,016			119,380
Selling, general, and administrative expenses		35,995			38,334			104,289			116,236		37,851			35,995			107,652			104,289
Asset impairment		334			519			1,886			822		1,595			334			2,726			1,886

Operating income		4,700			7,052			13,205			27,573		5,065			4,700			17,638			13,205

Interest income		98			587			413			1,884		84			98			243			413
Interest expense		(261	)		(209	)		(697	)		(2,601)
Interest expense (Note 3)													(27	)		(261	)		(3,019	)		(697	)

Interest (expense) income, net		(163	)		378			(284	)		(717)
Interest income (expense), net													57			(163	)		(2,776	)		(284	)

Income before provision for income taxes		4,537			7,430			12,921			26,856		5,122			4,537			14,862			12,921
Provision for income taxes		23			644			275			994
Provision for income taxes (Note 1)													2,561			23			7,544			275

Net income	$	4,514		$	6,786		$	12,646		$	25,862	$	2,561		$	4,514		$	7,318		$	12,646

Net income per share, basic	$	0.04		$	0.07		$	0.13		$	0.26	$	0.03		$	0.04		$	0.07		$	0.13

Net income per share, diluted	$	0.04		$	0.07		$	0.12		$	0.26	$	0.03		$	0.04		$	0.07		$	0.12

Weighted-average shares outstanding, basic		95,685,372			94,680,063			95,556,814			92,564,341		99,927,566			95,685,372			99,146,895			95,556,814

Weighted-average shares outstanding, diluted		96,405,850			96,111,993			96,134,860			94,022,901		99,950,790			96,405,850			99,446,077			96,134,860

See notes to condensed consolidated financial statements.

THE WET SEAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

(In thousands, except share data)

(Unaudited)


	Common Stock						Paid-In Capital			Accumulated Deficit				Treasury Stock				Comprehensive Income			Accumulated Other Comprehensive Income				Total Stockholders’ Equity			Common Stock										Paid-In Capital				Accumulated Deficit				Treasury Stock				Comprehensive Income				Accumulated Other Comprehensive Income				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 31, 2009	103,319,360	$	10,332	—	$	—	$	300,607				$	(117,828	)		$	(22,461	)					$	558					$	171,208
Balance at January 30, 2010																													106,889,150			$	10,689		—	$	—			$	312,689			$	(33,902	)		$	(29,758	)						$	421			$	260,139
Net income	—		—	—		—		—					12,646				—			$	12,646			—				12,646				—		—		—		—				—				7,318				—			$	7,318				—				7,318
Stock issued pursuant to long-term incentive plans	600,936		61	—		—		(61	)		—				—				—			—				—			472,700				47		—		—		(47	)			—				—				—				—				—
Stock-based compensation - directors and employees (Note 2)	—		—	—		—		1,148			—				—				—			—				1,148			—				—		—		—		1,426				—				—				—				—				1,426
Amortization of stock payment in lieu of rent	—		—	—		—		73			—				—				—			—				73			—				—		—		—		73				—				—				—				—				73
Exercise of stock options	3,334		—	—		—		8			—				—				—			—				8			64,168				6		—		—		200				—				—				—				—				206
Exercise of common stock warrants	183,572		18	—		—		466			—				—				—			—				484			1,160,715				116		—		—		4,155				—				—				—				—				4,271
Conversions of secured convertible notes into common stock (Note 3)																													3,111,111				311		—		—		5,347				—				—				—				—				5,658
Conversions of convertible preferred stock into common stock (Note 3)																													537,000				54		—		—		1,557				—				—				—				—				1,611
Repurchase of common stock																													—				—		—		—		—				—				(8,205	)			—				—				(8,205	)
Amortization of actuarial gain under Supplemental Employee Retirement Plan	—		—	—		—		—			—				—				(19)			(19	)			(19	)		—				—		—		—		—				—				—				(12	)			(12	)			(12	)

Comprehensive income																		$	12,627																															$	7,306

Balance at October 31, 2009	104,107,202	$	10,411	—	$	—	$	302,241		$	(105,182	)		$	(22,461	)					$	539			$	185,548
Balance at October 30, 2010																													112,234,844			$	11,223		—	$	—	$	325,400			$	(26,584	)		$	(37,963	)						$	409			$	272,485

See notes to condensed consolidated financial statements.

THE WET SEAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

(In thousands, except share data)

(Unaudited)


	Common Stock						Paid-In Capital			Accumulated Deficit				Treasury Stock				Comprehensive Income			Accumulated Other Comprehensive Income			Total Stockholders’ Equity		Common Stock												Paid-In Capital			Accumulated Deficit				Treasury Stock				Comprehensive Income			Accumulated Other Comprehensive Income			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 February 2, 2008	98,377,559	$	9,838	—	$	—	$	287,848				$	(147,982		)		$	(22,461	)							$	596	$	127,839
Balance at January 31, 2009																											103,319,360		$	10,332			—		$	—			$	303,551		$	(120,772	)		$	(22,461	)					$	558		$	171,208
Net income	—		—	—		—		—					25,862					—				$	25,862			—		25,862			—			—			—			—			—				12,646				—		$	12,646			—	12,646
Stock issued pursuant to long-term incentive plans	682,525		68	—		—		(68	)		—				—				—			—			—		600,936			61			—			—			(61	)		—				—				—			—			—
Stock-based compensation - directors and employees	—		—	—		—		2,361			—				—				—			—			2,361
Stock-based compensation - directors and employees (Note 2)																											—			—			—			—			1,148			—				—				—			—			1,148
Amortization of stock payment in lieu of rent	—		—	—		—		134			—				—				—			—			134		—			—			—			—			73			—				—				—			—			73
Exercise of stock options	6,000		1	—		—		9			—				—				—			—			10		3,334			—			—			—			8			—				—				—			—			8
Exercise of common stock warrants	1,545,720		154	—		—		5,407			—				—				—			—			5,561		183,572			18			—			—			466			—				—				—			—			484
Conversions of secured convertible notes into common stock	2,274,804		227	—		—		3,185			—				—				—			—			3,412
Conversions of convertible preferred stock into common stock	185,333		19	—		—		537			—				—				—			—			556
Amortization of actuarial net loss under Supplemental Employee Retirement Plan	—		—	—		—		—			—				—				3			3			3
Amortization of actuarial gain under Supplemental Employee Retirement Plan																											—			—			—			—			—			—				—				(19	)		(19	)		(19	)

Comprehensive income																		$	25,865																														$	12,627

Balance at November 1, 2008	103,071,941	$	10,307	—	$	—	$	299,413		$	(122,120	)		$	(22,461	)					$	599		$	165,738
Balance at October 31, 2009																											104,107,202		$	10,411			—		$	—		$	305,185		$	(108,126	)		$	(22,461	)					$	539		$	185,548

See notes to condensed consolidated financial statements.

THE WET SEAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except share data)

(Unaudited)


	39 Weeks Ended						39 Weeks Ended
	October 31, 2009			November 1, 2008			October 30, 2010		October 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	12,646		$	25,862		$	7,318	$	12,646
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		11,166			10,792			12,315		11,166
Amortization of discount on secured convertible notes		451			2,620
Amortization of premium on investments								67		—
Amortization/acceleration of discount on secured convertible notes								2,083		451
Amortization of deferred financing costs		74			260			153		74
Amortization of stock payment in lieu of rent		73			134			73		73
Adjustment of derivatives to fair value		(40	)		(80	)		(20)		(40)
Interest added to (extinguished from) principal of secured convertible notes		152			(260	)
Interest added to principal of secured convertible notes								35		152
Conversion inducement fee (Note 3)								700		—
Loss on disposal of equipment and leasehold improvements		172			368			565		172
Asset impairment		1,886			822			2,726		1,886
Deferred income taxes								7,262		—
Stock-based compensation (Note 2)		1,148			2,361			1,426		1,148
Changes in operating assets and liabilities:
Income tax receivable		—			48
Other receivables		1,395			3,506			(1,734)		1,395
Merchandise inventories		(14,232	)		(9,644	)		(11,528)		(14,232)
Prepaid expenses and other current assets		(487	)		(219	)		(1,409)		(487)
Other non-current assets		(849	)		67			3		(849)
Accounts payable and accrued liabilities		7,182			(73	)		9,702		7,182
Income taxes payable		(28	)		182			(47)		(28)
Deferred rent		(1,420	)		(438	)		2,391		(1,420)
Other long-term liabilities		(100	)		(76	)		(100)		(100)

Net cash provided by operating activities		19,189			36,232			31,981		19,189

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and leasehold improvements		(17,584	)		(14,866	)		(22,366)		(17,584)
Investment in marketable securities								(51,263)		—

Net cash used in investing activities		(17,584	)		(14,866	)		(73,629)		(17,584)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		8			10			206		8
Conversion inducement fee (Note 3)								(700)		—
Proceeds from exercise of common stock warrants		484			5,561			4,271		484
Repurchase of common stock								(8,205)		—

Net cash provided by financing activities		492			5,571
Net cash (used in) provided by financing activities								(4,428)		492

NET INCREASE IN CASH AND CASH EQUIVALENTS		2,097			26,937
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS								(46,076)		2,097
CASH AND CASH EQUIVALENTS, beginning of period		142,064			100,618			161,693		142,064

CASH AND CASH EQUIVALENTS, end of period	$	144,161		$	127,555		$	115,617	$	144,161

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	49		$	52		$	52	$	49
Income taxes	$	378		$	813		$	597	$	378
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Conversion of secured convertible notes into 2,274,804 shares of Class A common stock	$	—		$	3,412
Conversion of convertible preferred stock into 185,333 shares of Class A common stock	$	—		$	556
Conversion of secured convertible notes into 3,111,111 shares of Class A common stock							$	5,658	$	—
Conversion of convertible preferred stock into 537,000 shares of Class A common stock							$	1,611	$	—
Purchase of equipment and leasehold improvements unpaid at end of period	$	5,299		$	6,090		$	9,628	$	5,299
Amortization of actuarial (gain) loss under Supplemental Employee Retirement Plan	$	(19	)	$	3
Amortization of actuarial gain under Supplemental Employee Retirement Plan							$	(12)	$	(19)

See notes to condensed consolidated financial statements.

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009 ~~and November 1, 2008~~

(Unaudited)

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

Basis of Presentation

The information set forth in these condensed consolidated financial statements is unaudited. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (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 and footnotes required by GAAP for complete financial statements.

In the opinion of management, all adjustments necessary for a fair presentation have been included. The results of operations for the 39 weeks ended October ~~31, 2009,~~30, 2010, are not necessarily indicative of the results that may be expected for the fiscal year ending January ~~30, 2010.~~29, 2011. 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 ~~31, 2009.~~30, 2010.

Significant Accounting Policies

~~Revenue Recognition~~Short-term and Long-term Investments

The ~~Company recognizes~~Company’s short-term investments consist of interest-bearing corporate bonds that are guaranteed by the ~~sales from gift cards, gift certificates,~~U.S. Government under the Temporary Liquidity Guarantee Program (“TLGP”), have maturities that are less than one year and ~~store credits as they~~ are redeemed for merchandise. Prior to redemption, the Company maintains an unearned revenue liability for gift cards, gift certificates, and store credits until the Company is released from such liability.carried at amortized cost plus accrued income. The Company’s ~~gift cards, gift certificates, and store credits do not have expiration dates; however, over time, a percentage~~long-term investments also consist of ~~gift cards, gift certificates, and store credits~~interest-bearing corporate bonds that are ~~not redeemed or recovered (“breakage”). Based upon an analysis completed~~guaranteed by the ~~Company during~~U.S. Government under the ~~second fiscal quarter of 2009, historical redemption patterns indicated~~TLGP, have maturities that ~~the likelihood of redemption of unredeemed gift cards, gift certificates, and store credits~~are greater than two years after their issuance is remote. As a result, beginning in the second quarter of fiscal 2009, the Company adjusted its unearned revenue liability to recognize the change in estimated timing of when breakage of gift cards, gift certificatesone year and store credits is recognized from greater than three years after their issuance dates to greater than two years after their issuance dates. The Company’s net sales during the 39 weeks ended October 31, 2009, included a benefit of $1.2 millionare carried at amortized cost plus accrued income. Short-term and long-term investments are carried at amortized cost due to ~~this change in estimate to reduce~~ the Company’s ~~unearned revenue liability for estimated unredeemed amounts. The unearned revenue for gift cards, gift certificates,~~intent to hold to maturity. Short-term and ~~store credits is recorded in accrued liabilities in~~long-term investments on the condensed consolidated balance sheets ~~and was $4.4 million, $6.5~~were $25.4 million and ~~$5.1~~$25.9 million, respectively, at October ~~31, 2009, January 31, 2009,~~30, 2010. Any unrealized gains or unrealized losses on held to maturity investments are considered temporary and ~~November 1, 2008, respectively. If actual redemptions ultimately differ from~~are not recorded unless an other than temporary impairment has occurred. Factors considered that could result in the ~~assumptions underlying~~necessity to impair include intention to sell, more likely than not being required to sell the ~~Company’s breakage adjustments, or~~security before recovery of the ~~Company’s future experience indicates the likelihood of redemption of gift cards, gift certificates,~~security’s amortized cost basis and ~~store credits becomes remote at a different point in time after issuance,~~whether the Company ~~may recognize further significant adjustments~~expects to ~~its accruals for such unearned revenue, which could have a significant effect on~~recover the ~~Company’s net sales~~entire amortized cost basis of the security. The Company has considered all impairment factors and ~~results~~has determined that an other than temporary impairment has not occurred as of ~~operations.~~October 30, 2010.

Long-Lived Assets

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 undiscounted future cash flows are less than the carrying value, an impairment loss is recognized, measured by the difference between the carrying value and the estimated fair value of the assets, based on discounted cash flows using the Company’s weighted average cost of ~~capital, with such estimated~~capital. The Company has considered all relevant valuation techniques that could be obtained without undue cost and effort and has determined that the discounted cash flow approach continues to provide the most relevant and reliable means by which to determine fair ~~values determined using the best information available.~~

8value in this circumstance.

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009 ~~and November 1, 2008~~

(Unaudited)

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

At least quarterly, the Company assesses whether events or changes in circumstances have occurred that potentially indicate the carrying value of long-lived assets may not be recoverable. The Company’s evaluations during the 13 and 39 weeks ended October 30, 2010, and October 31, 2009, ~~and the 13 and 39 weeks ended November 1, 2008,~~ 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 non-cash charges of $1.6 million, $2.7 million, $0.3 million ~~$1.9 million, $0.5 million~~ and ~~$0.8~~$1.9 million during the 13 and 39 weeks ended October 30, 2010, and October 31, 2009, ~~and the 13 and 39 weeks ended November 1, 2008,~~ respectively, 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.

Income Taxes

During the third quarter of fiscal 2010, the Company determined it previously had interpreted federal tax rules incorrectly pertaining to expiration of charitable contribution carry forwards available to offset future taxable income. The Company ~~began~~also identified certain other minor errors in its deferred income taxes. As a result, the Company had overstated its net deferred tax assets, benefit for income taxes and net income by approximately $6.6 million as of and for the fiscal year ended January 30, 2010 or fiscal 2009. The overstatement had no net impact on the statement of cash flows or total cash flows from operating activities for fiscal 2009. The Company does not believe this amount is material to the fiscal 2009 financial statements. However, the Company has corrected deferred tax assets and stockholders’ equity on its accompanying consolidated balance sheets as of January 30, 2010, from amounts previously reported to correct this overstatement. Presentation of the Company’s statement of operations, statement of cash flows and statement of stockholders’ equity and comprehensive income for fiscal 2009, to be reported in the Company’s Form 10-K for the fiscal year ending January 29, 2011, will reflect the $6.6 million correction to reduce the benefit for income taxes, and net income and to decrease the deferred tax asset and accumulated deficit balances, and the first and second quarterly filings on Form 10-Q in fiscal 2011 will reflect the corrections related to the first two quarters of fiscal 2010.

A summary of the effects of this income tax correction, along with the interest corrections discussed in Note 3, is as follows:


	January 30, 2010						October 31, 2009
	As previously reported			As corrected			As previously reported			As corrected
Deferred tax assets- long term	$	51,713		$	45,153			*			*
Total other assets		54,297			47,737			*			*
Total assets		354,230			347,670			*			*
Paid-in capital		309,745			312,689			302,241			305,185
Accumulated deficit		(24,398	)		(33,902	)		(105,182	)		(108,126	)
Total stockholders’ equity		266,699			260,139			*			*
Total liabilities and stockholders’ equity		354,230			347,670			*			*

no effect

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009

(Unaudited)

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

During the third quarter of fiscal 2010, the Company implemented a change in tax method, upon filing its 2009 federal income tax return, which resulted in the reduction of deferred tax assets related to its charitable contribution carry forwards of $0.5 million. This decrease was recorded as a deferred income tax charge and increased the Company’s effective income tax rate for the quarter.

The Company’s effective income tax rate for the 39 weeks ended October 30, 2010, was approximately ~~$117.9~~51%. This rate was increased due to $2.8 million in interest charges incurred in the first fiscal quarter upon the conversion of the Company’s remaining Secured Convertible Notes (the “Notes”) and Series C Convertible Preferred Stock (the “Preferred Stock”), which are not tax-deductible, and the $0.5 million non-cash deferred income tax charge previously discussed. The impacts of these charges were increases in the effective income tax rates in the first fiscal quarter, third fiscal quarter and the 39 weeks ended October 30, 2010, of approximately 16%, 10% and 11%, respectively.

Due to its expected utilization of federal and state net operating loss (“NOL”) carry forwards ~~available to offset taxable income in~~during fiscal ~~2009 and thereafter, subject to certain annual limitations based on the provisions of Section 382 of the Internal Revenue Code (“Section 382”). Subject to potential further adjustment,~~2010, the Company ~~believes NOL carry forwards available~~anticipates cash income taxes for the fiscal year will be ~~sufficient to offset any possible federal regular taxable~~approximately 2% of pre-tax income, ~~in fiscal 2009. Accordingly, if~~representing the ~~Company generates taxable income in fiscal 2009, the Company expects it would report an effective income tax rate of approximately 2.7% related to a limited~~ portion of federal and state alternative minimum taxes that cannot be offset by ~~NOL carry forwards, income taxes in~~NOLs. The difference between the ~~State of California, which cannot be offset by NOL carry forwards, and certain other state income taxes.~~

Currently, the Company maintains a 100% valuation allowance against its net deferred income tax assets, which are comprised primarily of its NOL carry forwards. As of October 31, 2009, evidence does not support realization of these net deferred income tax assets. The Company continues to evaluate available evidence, it is possible that some or all of the Company’s deferred income tax assets may be deemed realizable and, accordingly, the valuation allowance recorded against those deferred income tax assets may be reversed at or before the end of the current fiscal year. If such valuation allowance is reversed, the Company would record an immediate benefit to income taxes for a substantial majority of the reversal and would record an increase to additional paid-in capital for the remainder of the reversal. Prospectively, the Company would then report an effective income tax rate ~~much closer to statutory rates, which~~and the ~~Company estimates to be in the range of 38% to 39%. However, this would not change the Company’s current expectations that it will not incur significant~~anticipated cash income ~~tax payments in fiscal 2009 or fiscal 2010~~taxes is recorded as ~~it continues to utilize available NOL carry forwards.~~a non-cash provision for deferred incomes taxes.

The Company’s current expectations regarding the ~~federal~~ NOL carry forwards it may use annually are based on calculations made by management. Through these calculations, management ~~which calculations~~ determined that, in April 2005 and December 2006, the Company incurred “ownership changes,” as defined in Section 382 ~~in April 2005 and December 2006~~of the Internal Revenue Code, that require re-calculation of NOL ~~carry forward~~ annual utilization limits. Such ownership changes can result merely from an accumulation of normal market trading activity in the Company’s ~~Class A~~ common stock ~~(“common stock”)~~ over time. The NOL ~~carry forward~~ annual utilization limits determined upon an ownership change depend on, among other things, the Company’s market capitalization and long-term federal interest rates on the ownership change date. If the Company were to determine it had incurred another ownership change at some time after December 2006, the Company would be required to re-calculate its annual federal NOL ~~carry forward~~ utilization limit, which could result in a decrease to NOL carry forwards ~~annually~~ available to offset taxable ~~income.~~income and an increase in cash income tax payments in fiscal 2010 and/or thereafter.

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

~~Effective July 2009,~~In January 2010, the Financial Accounting Standards Board (FASB) codified accounting literature into a single source of authoritative accounting principles, except for certain authoritative rules and interpretive releases issued by the Securities and Exchange Commission. Since the codification did not alter existing GAAP, it did not have an impact on the Company’s condensed consolidated financial statements. All references to pre-codified GAAP have been removed from this Form 10-Q.

~~THE WET SEAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the 39 weeks ended October 31, 2009, and November 1, 2008~~

~~(Unaudited)~~

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

~~In June 2008, the FASB~~(“FASB”) issued guidance ~~which requires entities to apply the two-class method of computing basic~~ and ~~diluted earnings per share to participating securities with nonforfeitable dividend rights, irrespective of whether the entity declares and/or pays a dividend.~~clarifications for improving disclosures about fair value measurements. This guidance ~~was~~requires enhanced disclosures regarding transfers in and out of the levels within the fair value hierarchy. Separate disclosures are required for transfers in and out of Level 1 and 2 fair value measurements, and the reasons for the transfers must be disclosed. In the reconciliation for Level 3 fair value measurements, separate disclosures are required for purchases, sales, issuances, and settlements on a gross basis. The new disclosures and clarifications of existing disclosures are effective for ~~financial statements issued for fiscal years,~~interim and ~~interim~~annual reporting periods ~~within those fiscal years,~~ beginning after December 15, ~~2008,~~2009, except for the disclosures about purchases, sales, issuances, and ~~all prior-period earnings per share data presented shall be adjusted retrospectively.~~settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for interim and annual reporting periods beginning after December 15, 2010. Effective ~~February 1, 2009,~~January 31, 2010, the Company adopted ~~this~~the new and updated disclosure guidance, aside from that deferred to periods after December 15, 2010, and itthis did not significantly impact the Company’s condensed consolidated financial statements. ~~Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.~~

In May 2009, the FASB issued guidance which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the condensed consolidated financial statements are issued or are available to be issued. Among other items, this guidance requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. This guidance is effective for interim and annual periods ending after June 15, 2009, and the Company’s adoption of it on August 1, 2009 resulted in no impact on the Company’s condensed consolidated financial statements except for the necessary disclosures. The Company has evaluated subsequent events through the date of issuance of these condensed consolidated financial statements, December 2, 2009.

~~New Accounting Pronouncements Not Yet Adopted~~

In October 2009, the FASB issued guidance related to revenue arrangements with multiple deliverables. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. Such guidance is to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company does not believe adoption of ~~this~~the remaining guidance on disclosures will have any effect on its condensed consolidated financial statements.

NOTE 2 – Stock-Based Compensation

The Company ~~had the following two stock incentive plans~~has a 2005 Stock Incentive Plan (the “2005 Plan”) under which shares were available for grant at October ~~31, 2009: the 2005 Stock Incentive Plan (the “2005 Plan”) and the 2000 Stock Incentive Plan (the “2000 Plan”).~~30, 2010. The Company also previously granted share awards under its 1996 Long-Term Incentive Plan (the “1996 Plan”) and its 2000 Stock Incentive Plan (the “2000 Plan”) that remain unvested and/or unexercised as of October ~~31, 2009;~~30, 2010; 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 WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009

(Unaudited)

NOTE 2 – Stock-Based Compensation (Continued)

The 2005 Plan ~~and 2000 Plan permit~~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, directors, and consultants 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 under the 2005 Plan to 17,500,000 shares of the Company’s Class A common stock. An aggregate of ~~19,653,503~~23,080,745 shares of the Company’s Class A common stock have been issued or may be issued pursuant to the Plans. As of October ~~31, 2009, 2,096,504~~30, 2010, 6,652,799 shares were available for future grants.

Options

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 generally vest over periods ranging from three to five years from the grant date and generally 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~~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 WET SEAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the 39 weeks ended October 31, 2009, and November 1, 2008~~

~~(Unaudited)~~

~~NOTE 2 – Stock-Based Compensation (Continued)~~

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant ~~for~~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		39 Weeks Ended		13 Weeks Ended						39 Weeks Ended
	October 31, 2009	November 1, 2008	October 31, 2009	November 1, 2008	October 30, 2010			October 31, 2009			October 30, 2010			October 31, 2009
Dividend Yield	0.00%	0.00%	0.00%	0.00%		0.00	%		0.00	%		0.00	%		0.00	%
Expected Volatility	56.00%	53.00%	56.00%	53.00%		59.00	%		56.00	%		59.00	%		56.00	%
Risk-Free Interest Rate	1.65%	2.60%	1.63%	2.44%		0.90	%		1.65	%		0.95	%		1.63	%
Expected Life of Options (in Years)	3.3	3.3	3.3	3.3		3.3			3.3			3.3			3.3

The Company recorded compensation expense of $0.1 million, $0.2 million, $0.2 million, and a compensation benefit of less than $0.1 ~~million, compensation expense of $0.4 million and $0.3~~ million, in each case less than $0.01 per basic and diluted share, related to stock options outstanding during the 13 and 39 weeks ended October 30, 2010, and October 31, 2009, ~~and the 13 and 39 weeks November 1, 2008,~~ respectively. Refer to “Change in Estimated Forfeiture Rate” later within this Note 2 for additional information.

At October ~~31, 2009,~~30, 2010, there was ~~$0.8~~$0.9 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 ~~2.0~~2.2 years, ~~over the course of~~representing the remaining vesting periods of such options through fiscal ~~2012.~~2013.

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009

(Unaudited)

NOTE 2 – Stock-Based Compensation (Continued)

The following table summarizes the Company’s stock option activities with respect to its Plans for the 39 weeks ended October ~~31, 2009,~~30, 2010, 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
Outstanding at January 31, 2009
   2,367,202    $ 7.17
Granted
   286,500    $ 3.35
Exercised
   (3,334 ) $ 2.40
Canceled
   (442,615 ) $ 6.29

Outstanding at October 31, 2009
   2,207,753    $ 6.86    2.98    $ 97
Vested and expected to vest in the future at October 31, 2009
   2,060,748    $ 7.08    2.89    $ 83
Exercisable at October 31, 2009
   1,574,862    $ 8.09    2.50    $ 33

~~THE WET SEAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the 39 weeks ended October 31, 2009, and November 1, 2008~~

~~(Unaudited)~~

~~NOTE 2 – Stock-Based Compensation (Continued)~~


Options	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 30, 2010		2,234,752		$	6.77
Granted		423,000		$	3.23
Exercised		(64,168	)	$	3.21
Canceled		(478,477	)	$	4.81

Outstanding at October 30, 2010		2,115,107		$	6.26		2.82	$	333
Vested and expected to vest in the future at October 30, 2010		1,964,575		$	6.48		2.70	$	289
Exercisable at October 30, 2010		1,354,131		$	7.92		2.07	$	109

Options vested and expected to vest in the future is comprised of all options outstanding at October ~~31, 2009,~~30, 2010, net of estimated forfeitures. Additional information regarding stock options outstanding as of October ~~31, 2009,~~30, 2010, is as follows:

   Options Outstanding      Options Exercisable
Range of Exercise Prices
   Number
Outstanding
as of
October 31,
2009    Weighted-
Average
Remaining
Contractual Life
(in years)    Weighted-
Average
Exercise
Price Per
Share      Number
Exercisable
as of
October 31,
2009    Weighted-
Average
Exercise
Price Per
Share
$ 1.81 - $   3.67
   454,500    4.44    $ 3.04      119,902    $ 2.95
   3.78 -      5.46
   457,313    4.02    4.36      212,327    4.54
   5.51 -      6.39
   538,000    1.61    5.92      501,673    5.88
   6.50 -    11.76
   611,190    2.51    9.49      594,210    9.57
11.79 -    23.02
   146,750    2.20    18.92      146,750    18.92

$ 1.81 - $ 23.02
   2,207,753    2.98    $ 6.86      1,574,862    $ 8.09


	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding as of October 30, 2010		Weighted- Average Remaining Contractual Life (in years)		Weighted- Average Exercise Price Per Share		Number Exercisable as of October 30, 2010		Weighted- Average Exercise Price Per Share
$ 1.81 - $ 2.93		162,500		2.62	$	2.62		99,169	$	2.58
2.96 - 4.83		972,167		4.21		3.49		287,521		3.87
4.86 - 8.00		478,940		1.71		6.40		465,941		6.44
8.08 - 12.28		383,500		1.25		10.62		383,500		10.62
15.02 - 23.02		118,000		1.31		19.32		118,000		19.32

$ 1.81 - $23.02		2,115,107		2.82	$	6.26		1,354,131	$	7.92

The weighted-average grant-date fair value of options granted during the 13 and 39 weeks ended October 30, 2010, and October 31, 2009, was $1.25, $1.30, $1.35 and ~~the 13 and 39 weeks ended November 1, 2008, was~~ $1.35, ~~$1.35, $1.67 and $1.50,~~ respectively. The total intrinsic value for options exercised during ~~each of~~ the 13 and 39 weeks ended October 30, 2010, and October 31, 2009, ~~and the 39 weeks ended November 1, 2008,~~ was in each case less than $0.1 million.

Cash received from option exercises under all Plans for ~~each of~~ the 39 weeks ended October 30, 2010, and October 31, 2009, was $0.2 million and ~~November 1, 2008, was~~ less than $0.1 ~~million.~~million, respectively. The Company did not ~~record~~realize tax benefits for the tax deductions from option exercises as it ~~has been determined that it is currently more likely than not that~~must first utilize its regular NOL prior to realizing the ~~Company will not generate sufficient taxable income to realize its deferred income~~excess tax ~~assets.~~benefits.

Restricted Common Stock and Performance Shares

Under the 2005 ~~Plan and 2000~~ Plan, the Company grants directors, certain executives, and other key employees restricted common stock with vesting ~~generally~~ contingent upon completion of specified service ~~periods.~~periods ranging from one to three years. The Company also grants certain executives and other key employees performance share awards with vesting ~~generally~~ contingent upon a combination of specified service periods and the Company’s achievement of specified common stock price levels.

During the 39 weeks ended October 30, 2010, and October 31, 2009, ~~and November 1, 2008,~~ the Company granted ~~263,436~~472,700 and ~~249,025~~263,436 shares, respectively, of restricted common stock to certain employees and directors under the Plans. ~~Restricted common stock awards generally vest over periods ranging from one to three years.~~ The weighted-average grant-date fair value of the restricted common stock granted during the 39 weeks ended October 30, 2010, and October 31, 2009, was $3.22 and ~~November 1, 2008, was~~ $2.71 ~~and $3.10~~ per share, respectively. The Company recorded approximately $0.4 million, ~~$0.9~~$1.1 million, ~~$0.5~~$0.4 million and ~~$1.2~~$0.9 million of compensation expense related to outstanding shares of restricted common stock held by employees and directors during the 13 and 39 weeks ended October ~~31, 2009,~~30, 2010, and ~~the 13 and 39 weeks ended November 1, 2008, respectively. Refer to “Change in Estimated Forfeiture Rate” later within this Note 2 for additional information.~~

~~During the 39 weeks ended~~ October 31, 2009, the Company granted no performance shares under the 2005 Plan. During the 39 weeks ended November 1, 2008, the Company granted 90,000 performance shares under the 2005 Plan. The Company recorded $0.1 million, $0.3 million, $0.1 million and $0.8 million of compensation expense during the 13 and 39 weeks ended October 31, 2009, and the 13 and 39 weeks ended November 1, 2008, respectively, related to performance shares granted to officers. Refer to “Change in Estimated Forfeiture Rate” later within this Note 2 for additional information.respectively.

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009 ~~and November 1, 2008~~

(Unaudited)

NOTE 2 – Stock-Based Compensation (Continued)

During the 39 weeks ended October 30, 2010, and October 31, 2009, the Company granted no performance shares under the 2005 Plan. The Company recorded compensation expense of $0.2 million, $0.1 million, $0.1 million and $0.3 million during the 13 and 39 weeks ended October 30, 2010, and October 31, 2009, respectively, related to performance shares previously granted to officers.

The fair value of nonvested restricted common stock awards is determined based on the closing trading price of the Company’s common stock on the grant date. The fair value of nonvested performance shares ~~granted to officers~~ is determined based on a number of factors, including the closing trading price of the Company’s 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 39 weeks ended October ~~31, 2009:~~30, 2010:


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 31, 2009	1,820,260		$	2.55
Nonvested at January 30, 2010						1,596,318		$	2.37
Granted	263,436		$	2.71		472,700		$	3.22
Vested	(437,652	)	$	3.35		(450,706	)	$	3.00
Forfeited	—		$	—		(1,037,200	)	$	1.94

Nonvested at October 31, 2009	1,646,044		$	2.37
Nonvested at October 30, 2010						581,112		$	3.34

The fair value of restricted common stock and performance shares that vested during the 39 weeks ended October ~~31, 2009,~~30, 2010, was ~~$1.4~~$1.6 million.

At October ~~31, 2009,~~30, 2010, there was $0.9 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 ~~$0.7~~$0.9 million relates to restricted common stock and ~~$0.2~~less than $0.1 million relates to performance shares. That cost is expected to be recognized over a weighted-average period of ~~0.8~~2.3 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				39 Weeks Ended				13 Weeks Ended					39 Weeks Ended
	October 31, 2009		November 1, 2008		October 31, 2009		November 1, 2008		October 30, 2010		October 31, 2009			October 30, 2010			October 31, 2009
Cost of sales	$	(51)	$	116	$	(230)	$	203	$	67	$	(51	)	$	(63	)	$	(230	)
Selling, general, and administrative expenses		728		843		1,378		2,158		740		728			1,489			1,378

Stock-based compensation	$	677	$	959	$	1,148	$	2,361	$	807	$	677		$	1,426		$	1,148

Change in Estimated Forfeiture Rate

In the first ~~quarters~~quarter of fiscal 2009, ~~and fiscal 2008,~~ based on historical experience, the Company modified the estimated annual forfeiture rate used in recognizing stock-based compensation expense, from a 10% forfeiture rate to a 15% forfeiture ~~rate in the first quarter of fiscal 2009 and, for its executives, from a 5% forfeiture rate to a 10% forfeiture rate in the first quarter of fiscal 2008.~~rate. During ~~these~~this same ~~periods,~~period, the Company also realized benefits from actual forfeiture experience that was higher than previously estimated for unvested stock options and restricted common stock, resulting primarily from executive and other employee departures from the Company. The impact of these events ~~were benefits~~was a benefit during the 39 weeks ended October 31, 2009, ~~and the 39 weeks ended November 1, 2008,~~ of approximately $0.9 million, ~~and $0.9 million, respectively,~~ of which $0.4 million ~~and $0.3 million, respectively,~~ was included in cost of sales and $0.5 million ~~and $0.6 million, respectively,~~ was included in selling, general, and administrative expenses in the condensed consolidated statements of operations. During the 39 weeks ended October 30, 2010, the estimated annual forfeiture rate has remained at 15%.

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009 ~~and November 1, 2008~~

(Unaudited)

NOTE 3 – Senior Revolving Credit Facility, Secured Convertible Notes, Convertible Preferred Stock, and Common Stock Warrants

The Company maintains a $35.0 million senior revolving credit facility (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 May ~~2011.~~2011, and the Company is currently negotiating a renewal of the Facility. Under the Facility, the Company is subject to borrowing base limitations on the amount that can be borrowed and certain customary covenants, including 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, subject to certain exceptions, without the lender’s consent. The ability of the Company and its subsidiaries to borrow and request the issuance of letters of credit is subject to the requirement that the Company ~~maintains~~maintain an excess of the borrowing base over the outstanding credit extensions of not less than $5.0 million. The interest rate on the revolving line of credit under the Facility is the prime rate or, if the Company elects, the London ~~Interbank~~InterBank Offered Rate ~~(“LIBOR”)~~(LIBOR) plus a margin ranging from 1.0% to 1.5%. The applicable LIBOR margin is based on the level of average ~~Excess Availability,~~excess availability, as defined under the Facility, at the time of election, as adjusted quarterly. The applicable LIBOR margin was 1.0% as of October ~~31, 2009.~~30, 2010. The Company also incurs fees on outstanding letters of credit under the Facility at a rate equal to the applicable LIBOR margin for standby letters of credit and 33.3% of the applicable LIBOR margin for commercial letters of credit.

~~The Facility ranks senior in right of payment to the Company’s Secured Convertible Notes (the “Notes”).~~ Borrowings under the Facility are secured by all presently owned and hereafter acquired assets of the Company and two of its ~~wholly-owned~~wholly owned subsidiaries, The Wet Seal Retail, Inc. and Wet Seal Catalog, Inc., each of which may be a borrower under the Facility. The obligations of the Company and the subsidiary borrowers under the Facility are guaranteed by another ~~wholly-owned~~wholly owned subsidiary of the Company, Wet Seal GC, ~~SMLLC.~~LLC.

At October ~~31, 2009,~~30, 2010, the amount outstanding under the Facility consisted of ~~$6.5~~$6.0 million in open ~~commercial~~documentary letters of credit related to merchandise purchases and $1.7 million in outstanding standby letters of credit, and the Company had ~~$26.8~~$27.3 million available under the Facility for cash advances and/or the issuance of additional letters of credit.

At October 30, 2010, the Company was in compliance with all covenant requirements related to the Facility.

During the 39 weeks ended ~~November 1, 2008,~~October 30, 2010, investors in the ~~Company’s~~ Notes converted ~~$3.4~~$4.7 million of the Notes into ~~2,274,804~~3,111,111 shares of the Company’s Class A common stock. As a result of these conversions, the Company recorded ~~net~~ non-cash interest charges of ~~$1.9~~$2.1 million during the 39 weeks ended ~~November 1, 2008,~~October 30, 2010, to write-off a ratable portion of unamortized debt discount and deferred financing costs ~~and accrued interest~~ associated with the Notes. Additionally, a ratable portion of accrued interest of $1.0 million was forfeited by the holder when the Notes were converted and it was written off to paid-in capital. Finally, the Company provided the holder with a $0.7 million conversion inducement, which was recorded as an interest charge during the 39 weeks ended October 30, 2010. The Company also repurchased an insignificant remaining Note balance from another holder. As a result of these transactions, there are no longer any Notes outstanding as of October 30, 2010, and there was a satisfaction and discharge of our obligations under the Indenture governing the Notes. No Notes were converted during the 39 weeks ended October 31, 2009.

Prior to the first quarter of fiscal 2010, the Company recognized the ratable portion of accrued interest forfeited by Note holders upon conversions as a reduction of interest expense. The Company has determined that the correct treatment of accrued interest forfeited is a credit to paid-in capital rather than a reduction of interest expense. In the condensed consolidated balance sheets as of January 30, 2010, and October 31, 2009, the Company has retrospectively reclassified $2.9 million from accumulated deficit to paid-in capital to reflect the correct treatment of accrued interest forfeited in periods prior to fiscal 2010. This reclassification has no effect on the previously reported total stockholders’ equity or cash flows and is not material to all periods presented.

During the 39 weeks ended October 30, 2010, and October 31, 2009, ~~and November 1, 2008,~~ certain investors exercised portions of outstanding common stock warrants, resulting in the issuance of ~~183,572~~1,160,715 and ~~1,545,720~~183,572 shares, respectively, of the Company’s Class A common stock in exchange for ~~$0.5~~$4.3 million and ~~$5.6~~$0.5 million, respectively, of proceeds to the Company.

During the 39 weeks ended ~~November 1, 2008,~~October 30, 2010, investors in the Company’s ~~Convertible~~ Preferred Stock ~~(the “Preferred Stock”)~~ converted ~~$0.6~~$1.6 million of Preferred Stock into ~~185,333~~537,000 shares of the Company’s Class A common stock.

At As a result of this transaction, there is no longer any Preferred Stock outstanding as of October 30, 2010. No Preferred Stock was converted during the 39 weeks ended October 31, ~~2009,~~2009.

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the ~~Company was in compliance with all covenant requirements related to the Facility~~39 weeks ended October 30, 2010, and ~~the Notes.~~October 31, 2009

(Unaudited)

NOTE 4 – Fair Value Measurements

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.

~~THE WET SEAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the 39 weeks ended October 31, 2009, and November 1, 2008~~

~~(Unaudited)~~

~~NOTE 4 – Fair Value Measurements (Continued)~~

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:

Level 1 – Quoted prices for identical instruments in active markets;

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

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


	Carrying Amount		Fair Value Measurements at Reporting Date Using						Carrying Amount at October 30, 2010		Fair Value Measurements at Reporting Date Using
	October 31, 2009		Level 1		Level 2		Level 3		Carrying Amount at October 30, 2010		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	144,161	$	144,161	$	—	$	—	$	115,617	$	22,435	$	93,182	$	—
Other receivables		389		389		—		—
Short-term investments										25,350		25,347		—		—
Long-term investments										25,919		25,904		—		—
Long-term tenant allowance receivables										780		—		—		780

									Carrying Amount at January 30, 2010		Fair Value Measurements at Reporting Date Using
									Carrying Amount at January 30, 2010		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents									$	161,693	$	17,306	$	144,387	$	—
Long-term tenant allowance receivables		711		—		—		711		728		—		—		728
Financial liabilities:
Accounts payable		32,158		32,158		—		—
Embedded derivative instrument		20		—		20		—		20		—		20		—
Notes		3,310		9,924		—		—		3,540		10,422		—		—
Preferred Stock		1,611		1,713		—		—		1,611		1,799		—		—

									Carrying Amount at October 31, 2009		Fair Value Measurements at Reporting Date Using
									Carrying Amount at October 31, 2009		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents									$	144,161	$	141,161	$	—	$	—
Financial liabilities:
Embedded derivative instrument										20		—		20		—
Notes										3,310		9,924		—		—
Preferred Stock										1,611		1,713		—		—

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009

(Unaudited)

NOTE 4 – Fair Value Measurements (Continued)

Cash and cash equivalents are carried at either cost or amortized cost, which approximates fair value, due to their short term maturities. Money market funds are valued through the use of quoted market prices, or $1, which is generally the net asset value of these funds. Short-term and long-term investments are carried at amortized cost due to the Company’s intent to hold to maturity. The fair value of the Company’s short-term and long-term investments is determined based on quoted market prices in active markets. The Company believes the carrying amounts of ~~cash and cash equivalents,~~ other ~~receivables, long-term tenant allowance~~ 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, and they are included in other assets within the condensed consolidated balance sheet. The Company ~~determines~~determined the fair value of its embedded derivative instrument using a combination of the Black-Scholes model and Monte-Carlo simulation. The estimated fair values for the Notes and Preferred Stock were determined to be the market value of the Company’s Class A common stock as of January 30, 2010, and October 31, 2009, ~~as applicable,~~ multiplied by the number of shares of common stock into which such securities could be converted. There are no longer any embedded derivatives, Notes or Preferred Stock outstanding as of October 30, 2010, as a result of the conversions discussed in Note 3.

The table below segregates all non-financial assets and liabilities as of October 30, 2010, January 30, 2010, and October 31, 2009, 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 the inputs used to determine the fair value at the measurement date:

   Carrying
Amount    Fair Value Measurements
at Reporting Date Using
   October 31,
2009        Level 1            Level 2        Level 3    Total Gains
(Losses)
Long-lived assets held and used
     $ 81,594        $ —        $ —        $ 81,594      $ (1,886)

Total assets
     $ 81,594        $ —        $ —        $ 81,594      $ (1,886)

~~THE WET SEAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the 39 weeks ended October 31, 2009, and November 1, 2008~~

~~(Unaudited)~~

~~NOTE 4 – Fair Value Measurements (Continued)~~


	Carrying Amount at October 30, 2010		Fair Value Measurements at Reporting Date Using						Total Gains (Losses)
	Carrying Amount at October 30, 2010		Level 1		Level 2		Level 3		Total Gains (Losses)
Long-lived assets held and used	$	91,824	$	—	$	—	$	91,824	$	(2,726	)

Total assets	$	91,824	$	—	$	—	$	91,824	$	(2,726	)


	Carrying Amount at January 30, 2010		Fair Value Measurements at Reporting Date Using						Total Gains (Losses)
	Carrying Amount at January 30, 2010		Level 1		Level 2		Level 3		Total Gains (Losses)
Long-lived assets held and used	$	78,063	$	—	$	—	$	78,063	$	(2,341	)

Total assets	$	78,063	$	—	$	—	$	78,063	$	(2,341	)


	Carrying Amount at October 31, 2009		Fair Value Measurements at Reporting Date Using						Total Gains (Losses)
	Carrying Amount at October 31, 2009		Level 1		Level 2		Level 3		Total Gains (Losses)
Long-lived assets held and used	$	81,594	$	—	$	—	$	81,594	$	(1,886	)

Total assets	$	81,594	$	—	$	—	$	81,594	$	(1,886	)

The Company performs impairment tests whenever there are indicators of impairment. These tests typically consider which assets are impaired at a store level. The Company recognizes an impairment loss only if the carrying value of a long-lived asset or group of assets is not recoverable from undiscounted cash flows, and measures an impairment loss as the difference between the carrying value and fair value of the assets based on discounted cash flows, using the Company’s weighted average cost of capital. The Company has considered all relevant valuation techniques that could be obtained without undue cost and effort, and has determined that the discounted cash flow approach continuesRefer to ~~provide the most relevant and reliable means by which to determine fair value in this circumstance.~~Note 1 for further information.

~~As of October 31, 2009, long-lived~~Long-lived assets held and used with a carrying value of ~~$83.5~~$91.8 million ~~were written down to~~and $81.6 million, respectively, represent their fair ~~value, resulting in~~values after the impairment charges of $1.6 million, $2.7 million, $0.3 million and $1.9 million, respectively, during the 13 and 39 weeks ended October 30, 2010, and October 31, 2009.

NOTE 5 – Net Income Per Share

Net 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 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.

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009

(Unaudited)

NOTE 5 – Net Income Per Share (Continued)

The dilutive effect of stock warrants is determined using the “treasury stock” method, whereby exercise is assumed at the beginning of the reporting period and proceeds from such exercise are assumed to be used to purchase the Company’s Class A common stock at the average market price during the period. The dilutive effect of stock options is also determined using the “treasury stock” method, whereby proceeds from such exercise, unamortized compensation on share-based awards, and excess tax benefits arising in connection with share-based compensation are assumed to be used to purchase the common stock at the average market price during the period.

The Notes and Preferred Stock ~~are~~were convertible into shares of Class A common stock. Both of these securities ~~include~~included rights whereby, upon payment of dividends or other distributions to Class A common stockholders, the Notes and Preferred Stock would participate ratably in such distributions based on the number of common shares into which such securities were convertible at that time. Because of these rights, the Notes and Preferred Stock ~~are~~were considered to be participating securities requiring the use of the two-class method for the computation of earnings per share. For the dilutive computation, under the two-class method, determination of whether the Notes and Preferred Stock ~~are~~were dilutive iswas based on the application of the “if-converted” method. AtAlthough the Notes and Preferred Stock were fully converted and represented Class A common shares outstanding as of October 30, 2010, they were included in the computation of diluted earnings for the 39 weeks ended October 30, 2010, with respect to the period they were outstanding prior to conversion. For the 39 weeks ended October 30, 2010, and the 13 and 39 weeks ended October 31, 2009, ~~and November 1, 2008,~~ the effect of the Notes and Preferred Stock was ~~anti-dilutive~~not dilutive to the computation of diluted earnings per share.

Effective February 1, 2009, the Company adopted guidance issued by the FASB, which states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities and shall be included in the computation of earnings per share pursuant 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 ~~retain~~receive cash dividends paid on unvested restricted stock and unvested performance shares. ~~Therefore,~~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 ~~must be calculated using~~pursuant to the two-class method. ~~All prior-period earnings per share data presented must be adjusted retrospectively.~~ 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. AtFor the 13 and 39 weeks ended October 30, 2010, and October 31, 2009, ~~and November 1, 2008,~~ the effect of the unvested share-based payment awards was anti-dilutive to the computation of diluted earnings per share.

~~THE WET SEAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the 39 weeks ended October 31, 2009, and November 1, 2008~~

~~(Unaudited)~~

~~NOTE 5 – Net Income Per Share (Continued)~~

The two-class method requires allocation of undistributed earnings per share among the common stock, Notes, Preferred 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
	October 31, 2009						November 1, 2008						October 30, 2010							October 31, 2009
	Net Income			Shares	Per Share Amount		Net Income			Shares	Per Share Amount		Net Income			Shares		Per Share Amount		Net Income			Shares		Per Share Amount
Basic earnings per share:
Net income	$	4,514					$	6,786					$	2,561						$	4,514
Less: Undistributed earnings allocable to participating securities		(243	)					(368	)					(40	)						(243	)

Basic earnings per share	$	4,271		95,685,372	$	0.04	$	6,418		94,680,063	$	0.07	$	2,521			99,927,566	$	0.03	$	4,271			95,685,372	$	0.04

Diluted earnings per share:
Net income	$	4,514					$	6,786					$	2,561						$	4,514
Less: Undistributed earnings allocable to participating securities		(242	)					(362	)					(40	)						(242	)
Effect of dilutive securities				720,478						1,431,930							23,224							720,478

Diluted earnings per share	$	4,272		96,405,850	$	0.04	$	6,424		96,111,993	$	0.07	$	2,521			99,950,790	$	0.03	$	4,272			96,405,850	$	0.04


	39 Weeks Ended
	October 31, 2009						November 1, 2008
	Net Income			Shares	Per Share Amount		Net Income			Shares	Per Share Amount
Basic earnings per share:
Net income	$	12,646					$	25,862
Less: Undistributed earnings allocable to participating securities		(686	)					(1,736	)

Basic earnings per share	$	11,960		95,556,814	$	0.13	$	24,126		92,564,341	$	0.26

Diluted earnings per share:
Net income	$	12,646					$	25,862
Less: Undistributed earnings allocable to participating securities		(682	)					(1,710	)
Effect of dilutive securities				578,046						1,458,560

Diluted earnings per share	$	11,964		96,134,860	$	0.12	$	24,152		94,022,901	$	0.26

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009 ~~and November 1, 2008~~

(Unaudited)

NOTE 5 – Net Income Per Share (Continued)


	39 Weeks Ended
	October 30, 2010							October 31, 2009
	Net Income			Shares		Per Share Amount		Net Income			Shares		Per Share Amount
Basic earnings per share:
Net income	$	7,318						$	12,646
Less: Undistributed earnings allocable to participating securities		(170	)						(686	)

Basic earnings per share	$	7,148			99,146,895	$	0.07	$	11,960			95,556,814	$	0.13

Diluted earnings per share:
Net income	$	7,318						$	12,646
Less: Undistributed earnings allocable to participating securities		(169	)						(682	)
Effect of dilutive securities					299,182							578,046

Diluted earnings per share	$	7,149			99,446,077	$	0.07	$	11,964			96,134,860	$	0.12

The computations of diluted earnings per share excluded the following potentially dilutive securities exercisable or convertible into Class A common stock for the periods indicated because their effect would not have been ~~anti-dilutive.~~dilutive.


	13-Week Period Ended		39-Week Period Ended		13 Weeks				39 Weeks
	October 31, 2009	November 1, 2008	October 31, 2009	November 1, 2008	October 30, 2010		October 31, 2009		October 30, 2010		October 31, 2009
Stock options outstanding	2,009,813	2,332,848	2,004,600	2,346,324		1,970,107		2,009,813		1,900,023		2,004,600
Performance shares and nonvested restricted stock awards	1,785,238	1,653,547	1,833,914	1,730,316		1,594,590		1,785,238		1,582,784		1,833,914
Stock issuable upon conversion of secured convertible notes	3,111,113	3,111,113	3,111,113	4,227,684
Stock issuable upon conversion of preferred stock	537,000	657,161	537,000	700,609
Stock issuable upon conversion of Notes						—		3,111,113		660,969		3,111,113
Stock issuable upon conversion of Preferred Stock						—		537,000		112,121		537,000
Stock issuable upon exercise of warrants:
June 2004 warrants	1,723,705	1,723,705	1,723,705	1,968,041		—		1,723,705		—		1,723,705
Series E warrants	6,092,116	—	6,092,116	—		4,931,401		6,092,116		—		6,092,116

Total	15,258,985	9,478,374	15,302,448	10,972,974		8,496,098		15,258,985		4,255,897		15,302,448

On November 3, 2010, all of the Company’s remaining Series E warrants expired unexercised. As a result, no warrants to acquire the Company’s Class A common stock remain outstanding.

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009

(Unaudited)

NOTE 6 – Commitments and Contingencies

On July 19, 2006, a complaint was filed in the Superior Court of the State of California for the County of Los Angeles ~~or the Superior Court,~~ 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 May 18, 2007, the Superior Court entered an order granting preliminary approval of the class action settlement. On February 29, 2008, the court issued its order granting final approval of the class action settlement, subject to appeal. On April 28, 2008, a notice of appeal of the judgment was filed. On ~~May 6, 2009, the Court reversed and remanded the case for~~September 27, 2010, the Superior Court ~~to re-evaluate the fairness~~granted final approval of the settlement ~~which is expected to take place in December 2009.~~agreement. As of October ~~31, 2009,~~30, 2010, the Company ~~had~~has accrued an amount equal to the settlement amount in accrued liabilities onin 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 ~~that~~who were employed and paid by the Company ~~during the four-year period~~ from May 22, 2003 through ~~May 22, 2007.~~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 orders issued by the Industrial Welfare Commission. Discovery is ongoing and ~~the Court has indicated that the~~Plaintiffs filed their motion for class certification ~~filing date and briefing schedule will be set at a status conference~~in July 2010. The Company filed its opposition to the motion for class certification on October 19, 2010. The class certification hearing is scheduled for December ~~15, 2009.~~17, 2010. 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 ~~the Company’s~~its results of operations or financial condition. Accordingly, no provision for a loss contingency has been accrued as of October ~~31, 2009.~~30, 2010.

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 ~~that~~who were employed and paid by the Company ~~during the four-year period~~ from September 29, 2004 through ~~September 29, 2008.~~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. The ~~Company’s responsive plea~~Plaintiffs filed an amended complaint, and the Company filed a motion to strike allegations of the third amended complaint on or about February 16, 2010, which was ~~filed on November 14, 2008.~~held in abeyance. The case has been transferred to the complex panel of the San Francisco Superior Court for case management purposes. Currently, Plaintiffs’ motion for class certification is due to be filed on April 25, 2011. Discovery is ongoing. 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 ~~the Company’s~~its results of operations or financial condition. Accordingly, no provision for a loss contingency has been accrued as of October ~~31, 2009.~~

~~THE WET SEAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the 39 weeks ended October 31, 2009, and November 1, 2008~~

~~(Unaudited)~~

~~NOTE 6 – Commitments and Contingencies (Continued)~~

30, 2010.

On March 18, 2009, 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 that were employed and paid by the Company ~~since~~from March 18, ~~2005.~~2005 through March 18, 2009. 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. ~~The~~On October 23, 2009, the Company reached an agreement to pay approximately $0.2 million to settle this ~~matter, subject to Superior Court approval. As of October 31, 2009, the~~matter. The Company ~~had accrued an amount equal to~~paid the settlement amount in ~~accrued liabilities~~August 2010 and the Superior Court dismissed the action with prejudice on ~~its condensed consolidated balance sheet.~~September 2, 2010.

On April 24, 2009 the ~~Pennsylvania~~U.S. Equal Employment Opportunity ~~Council~~Commission requested information and records relevant to several charges of discrimination by the Company against employees of the ~~Company by other~~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 the EEOC filed an application to enforce the subpoena in the U.S. District Court for the Eastern District of Pennsylvania, and is in the ~~Company.~~process of a nationwide investigation. The Company is ~~vigorously defending this~~awaiting the results of the investigation and is unable to predict the likely outcome and whether such outcome may have a material adverse effect on the Company’s results of operations or financial condition. Accordingly, no provision for a loss contingency has been accrued as of October ~~31, 2009.~~30, 2010.

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. ~~Management~~The Company believes that, in the event of a settlement or an adverse judgment on certain of ~~the pending litigation,~~these claims, the Company has insurance coverage to cover a portion of such losses; however, certain other matters may exist or arise for which the Company does not have insurance coverage. As of October ~~31, 2009,~~30, 2010, the Company was not engaged in any other legal proceedings that are expected, individually or in the aggregate, to have a material adverse effect on its results of operations or financial condition.

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009

(Unaudited)

NOTE 7 – Segment Reporting

The Company operates exclusively in the retail apparel industry in which it sells fashionable and contemporary apparel and ~~accessories~~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”). Internet operations for Wet Seal and Arden B are included in their respective operating segments.

Information for the 13 and 39 weeks ended October 30, 2010, and October 31, 2009, ~~and the 13 and 39 weeks ended November 1, 2008,~~ for the two reportable segments is set forth below (in thousands, except percentages):


13 Weeks Ended October 30, 2010											Wet Seal			Arden B			Corporate and Unallocated			Total
Net sales											$	125,475		$	20,926		$	—		$	146,401
Percentage of consolidated net sales												86	%		14	%		—			100	%
Operating income (loss)											$	12,509		$	117		$	(7,561	)	$	5,065
Depreciation and amortization expense											$	3,732		$	371		$	224		$	4,327
Interest income											$	—		$	—		$	84		$	84
Interest expense											$	—		$	—		$	27		$	27
Income (loss) before provision for income taxes											$	12,509		$	117		$	(7,504	)	$	5,122

13 Weeks Ended October 31, 2009	Wet Seal		Arden B			Corporate and Unallocated			Total		Wet Seal			Arden B			Corporate and Unallocated			Total
Net sales	$	119,105	$	22,441		$	—		$	141,546	$	119,105		$	22,441		$	—		$	141,546
Percentage of consolidated net sales		84%		16%			—			100%		84	%		16	%		—			100	%
Operating income (loss)	$	10,378	$	1,444		$	(7,122)		$	4,700	$	10,378		$	1,444		$	(7,122	)	$	4,700
Depreciation and amortization expense	$	3,266	$	401		$	229		$	3,896	$	3,266		$	401		$	229		$	3,896
Interest income	$	—	$	—		$	98		$	98	$	—		$	—		$	98		$	98
Interest expense	$	—	$	—		$	261		$	261	$	—		$	—		$	261		$	261
Income (loss) before provision for income taxes	$	10,378	$	1,444		$	(7,285)		$	4,537	$	10,378		$	1,444		$	(7,285	)	$	4,537

13 Weeks Ended November 1, 2008	Wet Seal		Arden B			Corporate and Unallocated			Total
Net sales	$	122,487	$	24,157		$	—		$	146,644
Percentage of consolidated net sales		84%		16%			—			100%
Operating income (loss)	$	16,760	$	(2,257	)	$	(7,451	)	$	7,052
Depreciation and amortization expense	$	2,591	$	755		$	255		$	3,601
Interest income	$	—	$	—		$	587		$	587
Interest expense	$	—	$	—		$	209		$	209
Income (loss) before provision for income taxes	$	16,760	$	(2,257	)	$	(7,073	)	$	7,430

THE WET SEAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 39 weeks ended October 30, 2010, and October 31, 2009 ~~and November 1, 2008~~

(Unaudited)

NOTE 7 – Segment Reporting (Continued)

39 Weeks Ended October 31, 2009
   Wet Seal Arden B Corporate
and
Unallocated Total
Net sales
   $ 338,987    $ 70,934    $ —      $ 409,921
Percentage of consolidated net sales
   83 % 17 % —      100%
Operating income (loss)
   $ 26,315    $ 7,221    $ (20,331 ) $ 13,205
Depreciation and amortization expense
   $ 9,247    $ 1,233    $ 686    $ 11,166
Interest income
   $ —      $ —      $ 413    $ 413
Interest expense
   $ —      $ —      $ 697    $ 697
Income (loss) before provision for income taxes
   $ 26,315    $ 7,221    $ (20,615 ) $ 12,921
39 Weeks Ended November 1, 2008
   Wet Seal Arden B Corporate
and
Unallocated Total
Net sales
   $ 360,365    $ 77,729    $ —      $ 438,094
Percentage of consolidated net sales
   82 % 18 % —      100%
Operating income (loss)
   $ 51,934    $ (2,112 ) $ (22,249 ) $ 27,573
Depreciation and amortization expense
   $ 7,662    $ 2,336    $ 794    $ 10,792
Interest income
   $ —      $ —      $ 1,884    $ 1,884
Interest expense
   $ —      $ —      $ 2,601    $ 2,601
Income (loss) before provision for income taxes
   $ 51,934    $ (2,112 ) $ (22,966 ) $ 26,856

~~In the tables above, Wet Seal and Arden B reportable segments include net sales generated from their respective stores and Internet operations.~~


39 Weeks Ended October 30, 2010	Wet Seal			Arden B			Corporate and Unallocated			Total
Net sales	$	348,260		$	67,444		$	—		$	415,704
Percentage of consolidated net sales		84	%		16	%		—			100	%
Operating income (loss)	$	33,054		$	6,029		$	(21,445	)	$	17,638
Depreciation and amortization expense	$	10,500		$	1,111		$	704		$	12,315
Interest income	$	—		$	—		$	243		$	243
Interest expense	$	—		$	—		$	3,019		$	3,019
Income (loss) before provision for income taxes	$	33,054		$	6,029		$	(24,221	)	$	14,862

39 Weeks Ended October 31, 2009	Wet Seal			Arden B			Corporate and Unallocated			Total
Net sales	$	338,987		$	70,934		$	—		$	409,921
Percentage of consolidated net sales		83	%		17	%		—			100	%
Operating income (loss)	$	26,315		$	7,221		$	(20,331	)	$	13,205
Depreciation and amortization expense	$	9,247		$	1,233		$	686		$	11,166
Interest income	$	—		$	—		$	413		$	413
Interest expense	$	—		$	—		$	697		$	697
Income (loss) before provision for income taxes	$	26,315		$	7,221		$	(20,615	)	$	12,921

The “Corporate and Unallocated” column is presented solely to allow for reconciliation of segment contribution to consolidated operating income, interest income, interest expense 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.

~~NOTE 8 – Subsequent Event~~Wet Seal operating segment results during the 39 weeks ended October 31, 2009, included $0.8 million of additional net sales resulting from a change in estimated breakage for unredeemed gift cards, gift certificates and store credits remaining outstanding more than two years from their respective issuance dates. Wet Seal operating income during the 13 and 39 weeks ended October 30, 2010, and October 31, 2009 includes $1.0 million, $2.1 million, $0.3 million and $1.9 million, respectively, of asset impairment charges.

~~On November 18,~~Arden B operating segment results during the 39 weeks ended October 31, 2009, included $0.4 million of additional net sales resulting from a change in estimated breakage for unredeemed gift cards, gift certificates and store credits remaining outstanding more than two years from their respective issuance dates. Arden B operating income during the ~~Company’s Board~~13 and 39 weeks ended October 30, 2010, and October 31, 2009 includes $0.6 million, $0.6 million, less than $0.1 million and less than $0.1 million, respectively, of ~~Directors authorized spending~~asset impairment charges.

Corporate expenses during the 39 weeks ended October 30, 2010, include non-cash interest expense of ~~up to $12.5~~$2.1 million ~~to repurchase outstanding shares~~as a result of ~~the Company’s Class A Common~~accelerated write-off of remaining unamortized debt discount and deferred financing costs upon conversion of Notes and $0.7 million of interest expense for a conversion inducement associated with conversions of Notes and Preferred Stock. ~~Repurchases are at the option of the Company and can be discontinued at any time. There is currently no expiration date for this repurchase plan.~~

Item 2.

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

Introduction

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our 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,” “anticipates,” “estimates,” “expects” or similar expressions. In addition, any statements concerning future financial performance, ~~ongoing concept~~ strategies or prospects, and possible future actions are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about our company, economic and market factors and the industry in which we do business, among other things. These statements are not 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 ~~31, 2009,~~30, 2010, and elsewhere in this Quarterly Report onof Form 10-Q.

Executive Overview

We are a national specialty retailer operating stores selling fashionable and contemporary apparel and accessory items designed for female customers aged 13 to 35 years old. As of October ~~31, 2009,~~30, 2010, we operated ~~500~~522 retail stores in 47 states, Puerto Rico and ~~Washington D.C.~~the District of Columbia. Our products can also be purchased online.

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 ~~certain~~ 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.

Business Segments

We operate two nationwide, primarily mall-based, chains of retail stores under the names “Wet Seal” and “Arden ~~B”.~~B.” Although the two operating segments ~~are similar~~have many similarities in their products, production processes, distribution methods, and regulatory environment, ~~they~~there are differences in most of these areas and distinct differences in their economic characteristics. As a result, we consider these segments asto be two distinct reportable segments.

Wet Seal. Wet Seal is a junior apparel brand for teenage girls ~~that~~who seek trend-focused and value-competitive clothing, with a target customer age of 13 to 19 years old. Wet Seal seeks to provide its customer base with a balance of affordably priced, fashionable and basic apparel and accessories. Wet Seal stores average approximately ~~3,900~~4,000 square feet in size. As of October ~~31, 2009,~~30, 2010, we operated ~~420~~444 Wet Seal stores.

Arden B. Arden B is a fashion brand at value price points for the feminine contemporary ~~woman with sex appeal.~~woman. Arden B targets customers aged 25 to 35 years old and seeks to deliver contemporary collections of fashion and basic separates and accessories for various aspects of the customers’ lifestyles. Arden B stores average approximately 3,000 square feet in size. As of October ~~31, 2009,~~30, 2010, we operated 8078 Arden B stores.

We maintain a Web-based store located atwww.wetseal.com ~~that offers~~offering Wet Seal merchandise, comparable to that carried in our stores, to customers over the ~~Internet.~~internet. We also maintain a Web-based store located atwww.ardenb.com ~~that offers~~offering Arden B ~~apparel and accessories,~~merchandise, comparable to ~~those~~that carried in our stores, to customers over the ~~Internet.~~internet. Our online stores are designed to serve as an extension of the in-store experience and offer a wide selection of merchandise, which helps expand in-store sales. Internet operations for both Wet Seal and Arden B are included in their respective operating segments. For the past three years and continuing in this year, we have experienced rapid growth in both visitor traffic and our online sales, and we will continue to develop our Wet Seal and Arden B websites to increase their effectiveness in marketing our brands.

See Note 7 of the ~~Notes~~notes to ~~Condensed Consolidated Financial Statements and Segment Information elsewhere within this Management’s Discussion and Analysis of Financial Condition and Results of Operations~~condensed consolidated financial statements for financial information regarding segment ~~reporting.~~reporting, which information is incorporated herein by reference.

Current Trends and Outlook

We ~~currently~~continue to operate in a challenging retail environment driven by several factors, including disruptions in the U.S. housing and financial markets ~~increasing~~and high unemployment rates across all regions of the U.S. ~~and significant declines~~Beginning in ~~consumer confidence and spending. During~~ the fourth calendar quarter of 2008 and continuing through the ~~first and~~ second calendar ~~quarters~~quarter of 2009, U.S. gross domestic product decreased ~~6.3%, 1.0% and 6.4%, respectively,~~ on a year-over-year basis. Although U.S. gross domestic product ~~showed~~has shown improvement insince the third calendar quarter of 2009, ~~with an increase of 3.5% on a year-over-year basis,~~the increases have been modest, unemployment rates remain high in the teen segment and throughout the U.S. overall, and we continue to experience a volatile, and generally weak, retail environment. In addition, we have recently experienced cost pressures as a result of rising commodity prices, primarily for cotton, and increased labor costs, due to labor shortages, in China, from which a majority of our merchandise is sourced. The rising value of the currency in China relative to the U.S. dollar may also have a further impact on future product costs. Our operating performance is susceptible to these general economic conditions, which have impacted consumer confidence and discretionary consumer spending in the ~~United States. These trends have led to a highly promotional retail environment, negatively~~U.S., and the changes occurring in China that are impacting ~~our margins. If the conditions remain uncertain or continue to be volatile,~~product costs. Although our operating performance ~~may continue~~improved versus the prior year periods for the 13 and 39 weeks ended October 30, 2010, and our initial mark-ups have held up well to bedate, these uncertain and volatile conditions and rising product costs could adversely ~~affected.~~affect our ability to sustain or further improve our operating performance.

Our comparable store sales decreased ~~6.2%~~0.1% for the 13 weeks ended October ~~31, 2009,~~30, 2010, driven by a ~~7.6%~~2.9% comparable store sales decrease in our Arden B division, partially offset by a 0.4% comparable store sales increase in our Wet Seal division. The Wet Seal division comparable store sales increase was primarily driven by an increase in average dollar sale per transaction, which was mainly due to an increase in average unit selling price, partially offset by a decrease in transaction volume. Directionally, the shifts in transaction volume and average unit selling price metrics were in line with our expectations and resulted from our planned merchandise content shift at Wet Seal towards apparel and away from lower-priced accessories relative to the prior year quarter. The Arden B division comparable store sales decrease was primarily driven by declines in units purchased per customer and transaction volume, partially offset by an increase in its average unit selling price. Lastly, we increased investment in our e-commerce inventories, marketing and team infrastructure in the third quarter and generated online sales growth of 24.4% over the prior year quarter.

We made progress on several key initiatives during the third quarter. We continued to achieve merchandise margin improvement versus the prior year quarter in the Wet Seal division due to the increase in merchandise mix in apparel, especially tops, and the reduction of categories that had been underperforming. However, we experienced negative comparable store sales results in our denim business during the third quarter, which we believe was caused mainly by a highly promotional competitive environment in this category, which we expect to continue through the fourth quarter. Arden B experienced higher than originally planned promotional and overall markdown levels during the third quarter, resulting in a decline in merchandise margin performance. During the quarter, we focused on increasing inventory position within our dress business at the Arden B division and, as a result, experienced stronger dress sales later in the quarter. We believe Arden B remains a key dress destination for our customers, and we expect to be well positioned in this category during the fourth quarter.

We believe the progress we have made on our key initiatives and our compelling promotional offers during the weekend after Thanksgiving led to our comparable store sales increase of 7.0% for the four weeks ended November 27, 2010, driven by an 8.3% comparable store sales increase in our Wet Seal division, partially offset by a ~~1.3%~~0.3% comparable store sales ~~increase~~decrease in our Arden B division. ~~The Wet Seal division comparable store~~Our consolidated internet business sales decline was primarily driven by average unit retail price and transaction volume declines. These declines were partially offset by an increase in Wet Seal’s units purchased per customer. The Arden B division comparable store sales increase was primarily driven by a significant increase in transaction volumes, partially offset by a decline in comparable store average dollar sales, which were both due to our strategic decision to lower price points approximately 20% to 25% across all product categories in January 2009.

We continue to make progress on several key initiatives at both divisions during 2009. We hired two new divisional merchandise managers at Wet Seal in July 2009 and appointed Sharon Hughes, formerly a consultant toincreased 45.5% for the ~~business since February 2008, as the President and Chief Merchandise Officer at Arden B in~~four weeks ended November 2009. Recently, however, our President and Chief Merchandise Officer of our Wet Seal division resigned, and we have commenced a search for her replacement. We continue to focus upon inventory management, operating efficiencies at both divisions, increasing store level efficiencies and lowering operating costs. We will continue to take steps to re-grow sales productivity at Arden B, including sustaining higher inventory levels in an effort to facilitate consistent comparable store sales growth and balancing the right number of styles and mix of price points by store. We will also continue to focus on refining merchandise mix at Wet Seal. At the same time, we will remain focused on continuing productivity and cost savings initiatives, as well as on several initiatives to improve sales productivity at both divisions.

Our strategy is to return to positive comparable store sales growth, sustain improvements in our Arden B business, expand our existing retail store base and expand our online businesses. We are also taking several steps to drive higher sales productivity in our retail stores, including improved store layout and visual displays, and have embarked on several initiatives to improve gross margins, including efforts to optimize sourcing of merchandise, enhance our inventory planning and allocation functions, better align merchandise mix with target customer wants and improve supply chain efficiency through better coordination among and within our vendor, internal distribution and store operations organizations.27, 2010.

Our operating performance since fiscal 2005 has resulted in increased liquidity and improved credit standing with suppliers. However, we may ~~experience continued declines~~not generate increases in comparable store sales or may be unsuccessful in executing some or all of our business strategy. If our comparable store sales drop significantly for an extended period of time, or we

falter in execution of our business strategy, we may not achieve our financial performance goals, which could impact our results of operations and operating cash ~~flow, and we may be forced to seek alternatives to address potential cash constraints, including seeking debt and/or equity financing.~~flow.

Store Openings and Closures

~~During~~We continued to execute our Wet Seal store growth strategy by opening 12 new Wet Seal stores in the third fiscal quarter of 2010, for a total of 24 openings during the 39 weeks ended October ~~31, 2009, we opened 13~~30, 2010, and ~~closed two~~are on track to open a net of 27 Wet Seal stores for the fiscal year. We currently plan to open 60 Wet Seal stores in fiscal 2011, with a focus on off-mall power centers in select markets throughout the country and on malls in which we previously had highly productive Wet Seal stores.

We opened ~~one and closed eight~~three new Arden B ~~stores. We believe future closures for at least~~stores in the ~~next 12 months will primarily result from lease expirations where we decide not to extend, or are unable to extend, a store lease.~~

~~During the fourth~~third fiscal quarter of ~~fiscal 2009, we~~2010 and for the 39 weeks ended October 30, 2010, and expect to open ~~approximately four new Wet Seal stores and anticipate closing a similar number of combined Wet Seal and~~nine Arden B stores ~~when their leases expire, so we estimate nominal store count change, if any,~~ in fiscal ~~2009.~~2010, for a net growth of four stores for the year. We also currently intend to continue growing the Arden B store base moderately in fiscal 2011, but have yet to establish a specific growth plan.

Critical Accounting Policies and Estimates

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

The preparation of financial statements in conformity with GAAP requires the appropriate application of certain accounting policies, some of which require us to make estimates and assumptions about future events and their impact on amounts reported in our 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 ~~31, 2009.~~30, 2010.

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, short-term and long-term investments, 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 31, 2009. However, we have made a change in estimated breakage for unredeemed gift cards, gift certificates and store credits and a change in forfeiture rate estimates for executives and other employees affecting stock based compensation, and we continue to evaluate available evidence supporting our 100% valuation allowance against our net deferred income tax assets.30, 2010. The following updates the Form 10-K discussions of our critical accounting policies for ~~revenue recognition, stock-based compensation~~short-term and long-term investments, long lived assets and accounting for income taxes.

~~Revenue Recognition~~Short-term and Long-term Investments

~~Change~~Our short-term investments consist of interest-bearing corporate bonds that are guaranteed by the U.S. Government under the Temporary Liquidity Guarantee Program (“TLGP”), have maturities that are less than one year and are carried at amortized cost plus accrued income. Our long-term investments also consist of interest-bearing, corporate bonds that are

guaranteed by the U.S. Government under the TLGP, have maturities that are greater than one year and are carried at amortized cost plus accrued income. Short-term and long-term investments are carried at amortized cost due to our intent to hold to maturity. Short-term and long-term investments on the condensed consolidated balance sheets were $25.4 million and $25.9 million, respectively, at October 30, 2010. Any unrealized gains or unrealized losses on held to maturity investments are considered temporary and are not recorded unless an other than temporary impairment has occurred. Factors considered that could result in ~~Estimated Breakage~~the necessity to impair include intention to sell, more likely than not being required to sell the security before recovery of the security’s amortized cost basis and whether we expect to recover the entire amortized cost basis of the security. We have considered all impairment factors and have determined that an other than temporary impairment has not occurred as of October 30, 2010.

Long-Lived Assets

InWe evaluate the ~~second~~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 undiscounted future cash flows are less than the carrying value, an impairment loss is recognized, measured by the difference between the carrying value and the estimated fair value of the assets, based on discounted cash flows using our weighted average cost of capital. We have considered all relevant valuation techniques that could be obtained without undue cost and effort and have determined that the discounted cash flow approach continues to provide the most relevant and reliable means by which to determine fair value in this circumstance.

At least quarterly, we assesses whether events or changes in circumstances have occurred that potentially indicate the carrying value of long-lived assets may not be recoverable. Our evaluations during the 13 and 39 weeks ended October 30, 2010, and October 31, 2009, 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 non-cash charges of $1.6 million, $2.7 million, $0.3 million and $1.9 million during the 13 and 39 weeks ended October 30, 2010, and October 31, 2009, respectively, 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.

Accounting for Income Taxes

During our third quarter of fiscal ~~2009, based on historical redemption patterns,~~2010, we ~~modified the timing~~determined we previously had interpreted federal tax rules incorrectly pertaining to expiration of ~~when~~charitable contribution carry forwards available to offset future taxable income. We also identified certain other minor errors in our deferred income taxes. As a result, we ~~record breakage of gift cards, gift certificates~~had overstated our net deferred tax assets, benefit for income taxes and ~~store credits from greater than three years after their issuance date to greater than two years after their issuance date. See Note 1~~net income by approximately $6.6 million as of the ~~Notes~~end of fiscal 2009. The overstatement had no net impact on the statement of cash flows or total cash flows from operating activities for fiscal 2009. We do not believe this amount is material to ~~Condensed Consolidated Financial Statements~~the fiscal 2009 financial statements. However, we have corrected deferred tax assets and stockholders’ equity on our consolidated balance sheet as of January 30, 2010, from amounts previously reported, to correct this overstatement. Presentation of our statement of operations, statement of cash flows and statement of stockholders’ equity and comprehensive income for ~~further information.~~

~~Stock-Based Compensation~~

~~Change~~fiscal 2009, to be reported in ~~Estimated Forfeiture Rate~~

Inthe Company’s Form 10-K for the period ended January 29, 2011, will reflect the $6.6 million correction to reduce the benefit for income taxes and net income and to decrease the deferred tax asset and accumulated deficit balances, and the first and second quarterly filings on Form 10-Q in fiscal 2011 will reflect the corrections related to the first two quarters of fiscal 2010.

During the third quarter of fiscal 2010, we implemented a change in tax method, upon filing our 2009 ~~based on historical analysis, we modified~~federal income tax return, which resulted in the ~~estimated annual forfeiture~~reduction of deferred tax assets related to our charitable contribution carry forwards of $0.5 million. This decrease was recorded as a deferred income tax charge and increased our effective income tax rate ~~used~~for the quarter.

Our effective income tax rate for the 39 weeks ended October 30, 2010, was approximately 51%. This rate was increased due to $2.8 million in ~~recognizing stock-based compensation expense for~~interest charges incurred in the first fiscal quarter upon the conversion of our ~~executives~~remaining Secured Convertible Notes (the “Notes”) and ~~other employees, from a~~Series C Convertible Preferred Stock (the “Preferred Stock”), which are not tax-deductible, and the $0.5 million non-cash deferred income tax charge previously discussed. The impacts of these charges were increases in the effective income tax rates in the first fiscal quarter, third fiscal quarter and the 39 weeks ended October 30, 2010, of approximately 16%, 10% ~~forfeiture rate to a 15% forfeiture rate. See Note 2 of the Notes to Condensed Consolidated Financial Statements for further information.~~

23and 11%, respectively.

~~Income Taxes~~

~~We began fiscal 2009 with approximately $117.9 million~~Due to our expected utilization of federal and state net operating loss (“NOL”) carry forwards ~~available to offset taxable~~during fiscal 2010, we anticipate cash income intaxes for the fiscal 2009 and thereafter, subject to certain annual limitations based on the provisions of Section 382 of the Internal Revenue Code (“Section 382”). Subject to potential further adjustment, we believe NOL carry forwards availableyear will be ~~sufficient to offset any possible federal regular taxable~~approximately 2% of pre-tax income, ~~in fiscal 2009. Accordingly, if we generate taxable income in fiscal 2009, we expect we would report an effective income tax rate of approximately 2.7% related to a limited~~representing the portion of federal and state alternative minimum taxes that cannot be offset by ~~NOL carry forwards, income taxes in~~NOLs. The difference between the ~~State of California, which cannot be offset by NOL carry forwards, and certain other state income taxes.~~

Currently, we maintain a 100% valuation allowance against our net deferred income tax assets, which are comprised primarily of our NOL carry forwards. As of October 31, 2009, evidence does not support realization of these net deferred income tax assets. As we continue to evaluate available evidence, it is possible that some or all of our deferred income tax assets may be deemed realizable and, accordingly, the valuation allowance recorded against those deferred income tax assets may be reversed at or before the end of the current fiscal year. If such valuation allowance is reversed, we would record an immediate benefit to income taxes for a substantial majority of the reversal and would record an increase to additional paid-in capital for the remainder of the reversal. Prospectively, we would then report an effective income tax rate ~~much closer to statutory rates, which we estimate to be in~~and the ~~range of 38% to 39%. However, this would not change our current expectation that we will not incur significant~~anticipated cash income ~~tax payments in fiscal 2009 or fiscal 2010~~taxes is recorded as ~~we continue to utilize available NOL carry forwards.~~

Our current expectations regarding the federal NOL carry forward we may use annually is based on calculations made by management which calculations determined that we incurred “ownership changes”, as defined in Section 382, in April 2005 and December 2006 that require re-calculation of NOL carry forward annual utilization limits. Such ownership changes can result merely from an accumulation of normal market trading activity in our Class A common stock (“common stock”) over time. The NOL carry forward annual utilization limits determined upon an ownership change depend on, among other things, our market capitalization and long-term federal interest rates on the ownership change date. If we were to determine we had incurred another ownership change at some time after December 2006, we would be required to re-calculate our annual federal NOL carry forward utilization limit, which could result in a ~~decrease to NOL carry forwards annually available to offset taxable income.~~non-cash provision for deferred incomes taxes.

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

~~Effective July 2009,~~In January 2010, the Financial Accounting Standards Board (FASB) codified accounting literature into a single source of authoritative accounting principles, except for certain authoritative rules and interpretive releases issued by the Securities and Exchange Commission. Since the codification did not alter existing GAAP, it did not have an impact on our condensed consolidated financial statements. All references to pre-codified GAAP have been removed from this Form 10-Q.

~~In June 2008, the FASB~~(“FASB”) issued guidance ~~which~~and clarifications for improving disclosures about fair value measurements. This guidance requires ~~entities to apply~~enhanced disclosures regarding transfers in and out of the ~~two-class method~~levels within the fair value hierarchy. Separate disclosures are required for transfers in and out of ~~computing basic~~Level 1 and ~~diluted earnings per share to participating securities with nonforfeitable dividend rights, irrespective~~2 fair value measurements, and the reasons for the transfers must be disclosed. In the reconciliation for Level 3 fair value measurements, separate disclosures are required for purchases, sales, issuances, and settlements on a gross basis. The new disclosures and clarifications of ~~whether the entity declares and/or pays a dividend. Guidance was~~existing disclosures are effective for ~~financial statements issued for fiscal years,~~interim and ~~interim~~annual reporting periods ~~within those fiscal years,~~ beginning after December 15, ~~2008,~~2009, except for the disclosures about purchases, sales, issuances, and ~~all prior-period earnings per share data presented shall be adjusted retrospectively.~~settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for interim and annual reporting periods beginning after December 15, 2010. Effective ~~February 1, 2009,~~January 31, 2010, we adopted ~~this~~the new and updated guidance for disclosures, aside from that deferred to periods after December 15, 2010, and itthis did not significantly impact our condensed consolidated financial statements. ~~Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.~~

In May 2009, the FASB issued guidance which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the condensed consolidated financial statements are issued or are available to be issued. Among other items, this guidance requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. This guidance is effective for interim and annual periods ending after June 15, 2009, and our adoption of it on August 1, 2009 resulted in no impact on our condensed consolidated financial statements except for the necessary disclosures. We have evaluated subsequent events through the date of issuance of these condensed consolidated financial statements, December 2, 2009.

~~New Accounting Pronouncements Not Yet Adopted~~

~~entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted.~~ We do not believe adoption of ~~this~~the remaining disclosure guidance will have any effect on our condensed consolidated financial statements.

Results of Operations

The following table sets forth selected condensed consolidated statements of operations data as a percentage of net sales for the ~~13-week and 39-week~~ 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 39 Weeks Ended		As a Percentage of Net Sales 13 Weeks Ended						As a Percentage of Net Sales 39 Weeks Ended
	October 31, 2009	November 1, 2008	October 31, 2009	November 1, 2008	October 30, 2010			October 31, 2009			October 30, 2010			October 31, 2009
Net sales	100.0%	100.0%	100.0%	100.0%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales	71.0	68.7	70.9	67.0		69.6			71.0			69.2			70.9

Gross margin	29.0	31.3	29.1	33.0		30.4			29.0			30.8			29.1
Selling, general, and administrative expenses	25.5	26.1	25.4	26.5		25.8			25.5			25.9			25.4
Asset impairment	0.2	0.4	0.5	0.2		1.1			0.2			0.7			0.5

Operating income	3.3	4.8	3.2	6.3		3.5			3.3			4.2			3.2
Interest (expense) income, net	(0.1)	0.2	(0.0)	(0.2)
Interest income (expense), net						0.0			(0.1	)		(0.6	)		(0.0	)

Income before provision for income taxes	3.2	5.0	3.2	6.1		3.5			3.2			3.6			3.2
Provision for income taxes	0.0	0.4	0.1	0.2		1.8			0.0			1.8			0.1

Net income	3.2%	4.6%	3.1%	5.9%		1.7	%		3.2	%		1.8	%		3.1	%

Thirteen Weeks Ended October 30, 2010, Compared to Thirteen Weeks Ended October 31, 2009 ~~Compared to Thirteen Weeks Ended November 1, 2008~~

Net sales


	13 Weeks Ended October 31, 2009		Change From Prior Fiscal Period					13 Weeks Ended November 1, 2008		13 Weeks Ended October 30, 2010		Change From Prior Fiscal Period				13 Weeks Ended October 31, 2009
			($ in millions)									($ in millions)
Net sales	$	141.5	$	(5.1	)	(3.5	)%	$	146.6	$	146.4	$	4.9	3.4	%	$	141.5
Comparable store sales decrease						(6.2	)%							(0.1	)%

Net sales for the 13 weeks ended October ~~31, 2009, decreased~~30, 2010, increased primarily as a result of the following:

A decrease of 6.2% in comparable store sales resulting from a 1.8% decline in comparable store average dollar sales and a 3.8% decrease in comparable store average transaction counts. Comparable store average dollar sales decreased mainly due to a 4.5% decline in our average unit retail prices, primarily driven by increased promotional activity and an increase in clearance sales at Wet Seal and our strategic decision to significantly lower price points at Arden B in January 2009, and a decline in Wet Seal frequent buyer program membership sales, partially offset by a 3.1% increase in the number of units purchased per customer, compared to the prior year.

~~However, these factors were partially offset by:~~

An increase of ~~$1.0~~$2.1 million in net sales for our internet business compared to the prior year, which is not a factor in calculating our comparable store ~~sales.~~sales; and

25An increase in number of stores open, from 500 stores as of October 31, 2009, to 522 stores as of October 30, 2010.

However, these factors were partially offset by:

A decrease of 0.1% in comparable store sales resulting from a 4.3% decrease in comparable store average transaction counts, partially offset by a 4.0% increase in comparable store average dollar sales per transaction. Comparable store average dollar sales per transaction increased mainly due to a 7.9% increase in our average unit retail prices, partially offset by a 3.0% decrease in the number of units purchased per customer, primarily as a result of a merchandise content shift at Wet Seal towards apparel and away from lower-priced accessories, as compared to the prior year; and

The prior year including an increase of $1.2 million in net sales resulting from a change in estimated breakage for unredeemed gift cards, gift certificates and store credits remaining outstanding for more than two years from their respective issuance dates.

Cost of sales


	13 Weeks Ended October 31, 2009			Change From Prior Fiscal Period					13 Weeks Ended November 1, 2008			13 Weeks Ended October 30, 2010			Change From Prior Fiscal Period				13 Weeks Ended October 31, 2009
				($ in millions)											($ in millions)
Cost of sales	$	100.5		$	(0.2	)	(0.2	)%	$	100.7		$	101.9		$	1.4	1.4	%	$	100.5
Percentage of net sales		71.0	%				2.3	%		68.7	%		69.6	%			(1.4	)%		71.0	%

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

Cost of sales as a percentage of net sales ~~increased~~decreased due primarily to ~~a decrease~~an increase in merchandise margin as a result of ~~lower~~higher initial markup ~~and a higher markdown rate~~rates in ~~our Wet Seal division,~~both divisions, partially offset by ~~a decrease~~an increase in the markdown rate for ~~our Arden B division,~~both divisions, as compared to the prior year. ~~Additionally, cost~~Cost of sales in absolute dollar amounts was negatively impacted by an increase in occupancy ~~costs, primarily due~~cost as a result of an increase in number of stores open, from 500 stores as of October 31, 2009, to ~~normal inflation~~522 stores as of ~~rents and common area maintenance charges for new stores and remodels/relocations and the deleveraging effect on occupancy cost from our comparable stores sales decrease in our Wet Seal division.~~October 30, 2010. Cost of sales was ~~positively impacted~~also affected by an increase in distribution labor costs from an increase in units shipped and an increase in apparel as a ~~decrease in buying, planning and allocation costs, primarily due to eliminated positions upon restructuring~~percentage of the Arden B buying and design organization, favorable impact on stock-based compensation from forfeitures from previously employed executives and a change in stock compensation forfeiture rate from 10% to 15% based on historical analysis, a reduction in recruiting as the prior year quarter included a recruiting retainer fee to search for a chief merchandise ~~officer in the Wet Seal division and a decrease in~~mix, which requires more distribution ~~costs due to operational efficiencies.~~handling cost than accessories.

Selling, general, and administrative expenses (SG&A)


	13 Weeks Ended October 31, 2009			Change From Prior Fiscal Period					13 Weeks Ended November 1, 2008			13 Weeks Ended October 30, 2010			Change From Prior Fiscal Period				13 Weeks Ended October 31, 2009
				($ in millions)											($ in millions)
Selling, general, and administrative expenses	$	36.0		$	(2.3	)	(6.1	)%	$	38.3		$	37.9		$	1.9	5.2	%	$	36.0
Percentage of net sales		25.5	%				(0.6	)%		26.1	%		25.8	%			0.3	%		25.5	%

Our selling, general and administrative expenses (“SG~~&A expenses~~&A”) are comprised of two components. Selling expenses include store and field support costs, including personnel, advertising and merchandise delivery costs, as well as ~~Internet~~internet processing 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, loss prevention and other centralized services.

~~In fiscal 2009, we continued to place major emphasis on reducing costs across all SG&A categories, resulting in a significant decline in SG&A in absolute dollars as well as a percentage of sales.~~

Selling expenses ~~decreased approximately $1.7~~increased $1.2 million from the prior year to ~~$28.8~~$30.0 million. As a percentage of net sales, selling expense was ~~20.4%~~20.5% of net sales, or 3010 basis points ~~lower,~~higher, as a percentage of net sales, than a year ago.

The following contributed to the current year ~~decrease~~increase in selling expenses:

A ~~$1.8~~$0.6 million ~~decrease~~increase in payroll and benefits costs as a result of ~~lower~~increased sales ~~volume, improved efficiency in controlling labor hours and a decrease in claim costs in our employee health care plan;~~volume;

A ~~$0.1~~$0.4 million ~~decrease~~increase in advertising and marketing expenditures due to ~~a decrease~~an increase in in-store signage ~~and the shift to more cost-effective advertising activities~~at both divisions, an increase in direct marketing at our ~~Arden B division;~~

~~A $0.1 million decrease~~Wet Seal division and an increase in ~~store and field travel costs;~~our internet advertising, primarily due to our increased presence on Facebook; and

A ~~$0.1~~$0.4 million ~~net decrease~~increase in ~~other selling expenses.~~internet order fulfillment costs due to increased internet sales volume.

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

A $0.2 million decrease in bags and boxes usage.

The increase in ~~Internet production and ordering costs~~selling expenses, as a percentage of net sales, was primarily due to ~~higher sales volume;~~

~~A $0.1 million increase in store supply costs; and~~

~~A $0.1 million increase in merchandise delivery costs as a result of~~ an increase in ~~units processed compared to the prior year quarter.~~internet order fulfillment costs and an increase in advertising and marketing expenditures, as noted above.

General and administrative expenses ~~decreased~~increased approximately ~~$0.6~~$0.7 million from the prior year to ~~$7.2~~$7.9 million. As a percentage of net sales, general and administrative expenses were ~~5.1%~~5.3%, or 3020 basis points ~~lower,~~higher, than a year ago.

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

A $0.4 million increase in recruiting fees related to a search for a new chief executive officer;

A $0.3 million ~~decrease~~increase in ~~corporate wages, primarily due~~accrued bonuses related to ~~reduced staffing levels from the January 2009 organizational restructuring;~~executive retention agreements;

A $0.2 million ~~decrease~~increase in corporate ~~bonuses based on our financial performance relative to bonus targets;~~

~~A $0.1 million decrease in stock compensation, primarily due the favorable impact of forfeitures from previously employed executives and a change in stock compensation forfeiture rate from 10% to 15%;~~

~~A $0.1 million decrease in insurance~~wages due to ~~favorably negotiated rates upon renewals;~~filled positions; and

A $0.1 million ~~decrease~~net increase in ~~consultant fees.~~other general and administrative expenses.

However, the ~~decreases~~increases in general and administrative expenses were partially offset by the following ~~increase:~~decreases:

A $0.2 million ~~increase~~decrease in ~~legal fees associated with various litigation matters.~~computer maintenance costs; and

A $0.1 million decrease in consulting fees.

Asset impairment


	13 Weeks Ended October 31, 2009			Change From Prior Fiscal Period				13 Weeks Ended November 1, 2008		13 Weeks Ended October 30, 2010			Change From Prior Fiscal Period				13 Weeks Ended October 31, 2009
				($ in millions)						($ in millions)
Asset impairment	$	0.3		$	(0.2)	(35.6	)%	$	0.5	$	1.6		$	1.3	377.5	%	$	0.3
Percentage of net sales		0.2	%			(0.2)	%		0.4%		1.1	%			0.9	%		0.2	%

Based on our quarterly assessments of the carrying value of long-lived assets, during the 13 weeks ended October 30, 2010, and October 31, 2009, ~~and the 13 weeks ended November 1, 2008,~~ 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 ~~$0.3~~$1.6 million and ~~$0.5~~$0.3 million, respectively.

Interest income (expense) ~~income,~~, net


	13 Weeks Ended October 31, 2009			Change From Prior Fiscal Period				13 Weeks Ended November 1, 2008		13 Weeks Ended October 30, 2010			Change From Prior Fiscal Period				13 Weeks Ended October 31, 2009
				($ in millions)						($ in millions)
Interest (expense) income, net	$	(0.2)		$	(0.6)	(143.1	)%	$	0.4
Interest income (expense), net										$	0.1		$	0.3	135.0	%	$	(0.2	)
Percentage of net sales		(0.1)	%			(0.3	)%		0.2%		0.0	%			0.1	%		(0.1	)%

We generated interest income, net, of $0.1 million in the 13 weeks ended October 30, 2010, comprised of:

Interest income of $0.1 million primarily from investments in cash and cash equivalents, and short-term and long-term investments.

We incurred a nominal amount of interest expense, net, in the 13 weeks ended October 31, 2009, comprised of:

Non-cash interest expense of $0.2 million with respect to ~~our secured convertible notes,~~the Notes, comprised primarily of discount amortization and, to a lesser extent, annual interest at 3.76%, which we ~~have~~ elected to add to principal; partially offset ~~by;~~by

Interest income of less than $0.1 million from investments in cash and cash equivalents.

~~We generated interest income, net, of $0.4 million in the 13 weeks ended November 1, 2008, comprised of:~~

~~Interest income of $0.6 million from investments in cash and cash equivalents; and~~

Non-cash interest expense of $0.2 million with respect to our secured convertible notes comprised primarily of discount amortization and, to a lesser extent, annual interest at 3.76%, which we have elected to add to principal.

Provision for income taxes

   13 Weeks
Ended
October 31, 2009    Change From
Prior Fiscal Period 13 Weeks
Ended
November 1, 2008
      ($ in millions)
Provision for income taxes
   $ 0.0    $ (0.6 ) 96.4 % $ 0.6


	13 Weeks Ended October 30, 2010		Change From Prior Fiscal Period				13 Weeks Ended October 31, 2009
			($ in millions)
Provision for income taxes	$	2.6	$	2.6	11,034.8	%	$	0.0

WeIn the third quarter of fiscal 2010, we incurred a 50% effective income tax rate, which is significantly higher than the rate in fiscal 2009 primarily as a result of the reversal of our deferred tax asset valuation allowance at the end of fiscal 2009. In addition, this rate was higher than that expected for future periods due to a $0.5 million non-cash deferred income tax charge in the third fiscal quarter due to a tax method change that resulted in the reduction of deferred tax assets related to charitable contribution carry forwards. Excluding the effect of this charge, the effective income tax rate for the third quarter would have been approximately 40%, which is the rate we currently expect to incur for the remainder of the fiscal year.

Due to our expected utilization of federal and state NOL carry forwards ~~available, subject to certain limitation, to offset our regular taxable income. We recognized a provision for~~during fiscal 2010, we anticipate cash income taxes ~~that resulted in an effective tax rate~~for the fiscal year will only be approximately 2% of ~~2.7% for~~pre-tax income, representing the portion of federal and state ~~income taxes. This effective rate is based on the portion of our estimated~~ alternative minimum ~~taxable income for fiscal 2009~~taxes that cannot be offset by NOLs. ~~During~~The difference between the ~~13-week period ended October 31, 2009, we generated a nominal~~effective income tax ~~benefit to reflect~~rate and the anticipated cash income taxes is recorded as a ~~prior period income tax overpayment to Puerto Rico.~~non-cash provision for deferred incomes taxes.

Segment Information

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 ~~Internet~~internet operations. Operating 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 or expense.

Wet Seal:


(In thousands, except sales per square foot and store count data)	13 Weeks Ended October 31, 2009		13 Weeks Ended November 1, 2008		13 Weeks Ended October 30, 2010			13 Weeks Ended October 31, 2009
Net sales	$	119,105	$	122,487	$	125,475		$	119,105
Percentage of consolidated net sales		84%		84%		86	%		84	%
Comparable store sales percentage decrease compared to the prior year fiscal quarter		(7.6)%		(3.0)%
Comparable store sales percentage increase (decrease) compared to the prior year fiscal quarter						0.4	%		(7.6	)%
Operating income	$	10,378	$	16,760	$	12,509		$	10,378
Sales per square foot	$	68	$	72	$	68		$	68
Number of stores as of quarter end		420		409		444			420
Square footage as of quarter end		1,655		1,610		1,763			1,655

Wet Seal comparable stores sales ~~decreased 7.6%~~increased 0.4% during the 13 weeks ended October ~~31, 2009,~~30, 2010, compared to a prior year quarter decrease of ~~3.0%~~7.6%. The ~~decrease~~increase during the 13 weeks ended October ~~31, 2009,~~30, 2010, was due primarily to an increase of 4.8% in average dollar sales per transaction, partially offset by a ~~6.6%~~4.6% decrease in comparable store average ~~transaction counts per store and a 0.2% decrease~~transactions. The increase in comparable store average dollar ~~sale. The decrease in comparable store average dollar sale~~sales per transaction resulted from ~~a 3.8% decrease~~an 8.6% increase in our average unit retail prices, ~~and a decline in frequent buyer program membership sales,~~ partially offset by a ~~4.2% increase~~3.3% decrease in units purchased per ~~customer.~~customer, as a result of a merchandise content shift towards apparel and away from lower-priced accessories. The net sales ~~decrease~~increase was attributable to the comparable store sales ~~decline, partially offset by~~increase, a ~~$0.7~~$1.2 million increase in net sales in our internet business and ~~a $4.7 million~~the increase in the number of stores ~~not in the comparable store base.~~

~~While we believe the challenging economic environment contributed~~compared to the Wet Seal performance decline, we also believe the softening in the screen tees trend within our tops business and our light positions in dresses and certain accessories, primarily jewelry, also negatively affected sales. We believe we have improved our inventory mix issues in the third quarter and believe we are positioned well for the holiday season. However, we will continue to focus on improving our inventory assortment in dresses to support continued sales improvement.prior year.

Wet Seal’s operating income ~~decreased~~increased to 10.0% of net sales during the 13 weeks ended October 30, 2010, from 8.7% of net sales during the 13 weeks ended October 31, ~~2009, from 13.7% during the 13 weeks ended November 1, 2008.~~2009. The ~~decrease~~increase in operating income, as a percentage of sales, was due primarily to ~~a decrease~~an increase in merchandise margin as a result of higher ~~markdown~~initial markup rates, a decrease in ~~initial markup rates~~inventory shrink, and ~~the deleveraging effect of~~ a decrease in ~~comparable store sales on~~ occupancy costs ~~compared~~due to ~~the~~favorable adjustments received from landlords on prior ~~year.~~year common area maintenance costs. Additionally, during the 13 weeks ended October ~~31, 2009,~~30, 2010, and the 13 weeks ended ~~November 1, 2008,~~October 31, 2009, operating income included asset impairment charges of ~~$0.3~~$1.0 million and ~~$0.1~~$0.3 million, respectively, to write down the carrying value of long-lived assets that were identified during our quarterly impairment evaluations.

Arden B:


(In thousands, except sales per square foot and store count data)	13 Weeks Ended October 31, 2009			13 Weeks Ended November 1, 2008
(In thousands, except sales per square foot and store count data )						13 Weeks Ended October 30, 2010			13 Weeks Ended October 31, 2009
Net sales	$	22,441		$	24,157	$	20,926		$	22,441
Percentage of consolidated net sales		16	%		16%		14	%		16	%
Comparable store sales percentage increase (decrease) compared to the prior year fiscal quarter		1.3%			(25.0)%
Operating income (loss)	$	1,444		$	(2,257)
Comparable store sales percentage (decrease) increase compared to the prior year fiscal quarter							(2.9	)%		1.3	%
Operating income						$	117		$	1,444
Sales per square foot	$	82		$	78	$	77		$	82
Number of stores as of quarter end		80			91		78			80
Square footage as of quarter end		244			283		234			244

Arden B comparable stores sales ~~increased 1.3%~~decreased 2.9% during the 13 weeks ended October ~~31, 2009,~~30, 2010, compared to a prior year quarter ~~decrease~~increase of ~~25.0%~~1.3%. The ~~increase~~decrease during the 13 weeks ended October ~~31, 2009,~~30, 2010, was due ~~primarily~~ to a ~~36.6% increase~~0.5% decrease in comparable store average ~~transaction counts per store, partially offset by~~transactions and a ~~25.9%~~2.4% decrease in comparable store average dollar ~~sale, which reflects our strategic decision to significantly lower price points across all categories in January 2009.~~sales per transaction. The decrease in the average dollar sale per transaction resulted from a ~~28.8% decline~~3.8% decrease in units purchased per customer, partially offset by a 1.5% increase in our average unit retail ~~prices, partially offset by a 4.5% increase in units purchased per customer.~~prices. The net sales decrease was attributable to the comparable store sales decrease and a decrease in the number of stores compared to the prior year, partially offset by ~~the comparable store sales increase and~~ a ~~$0.3~~$0.9 million increase in net sales in our internet business.

Arden B generated operating income of 0.6% of net sales during the 13 weeks ended October 30, 2010, compared to operating income of 6.4% of net sales during the 13 weeks ended October 31, ~~2009, compared to an operating loss of 9.3% of net sales during the 13 weeks ended November 1, 2008.~~2009. The ~~improvement~~decrease in operating results was due primarily to ~~an increase~~a decrease in merchandise margin resulting from a significant decrease in markdown rates, a decrease in buying costs upon restructuring the Arden B buying and design groups, partially offset by an increase in seasonal merchant incentive bonus due to improvement in divisional performance, a decrease in occupancy costs due to a decrease in depreciation expense as a result of higher markdown rates, an increase in occupancy costs as a ~~number~~percentage of ~~underperforming Arden B stores being impaired during fiscal 2008,~~net sales, as the prior year included a rent benefit for early termination of store leases, the deleveraging effect from the decrease in comparable store ~~counts from 91 stores as of November 1, 2008, to 80 stores as of October 31, 2009,~~sales, and ~~a decrease~~an increase in ~~store payroll~~internet order fulfillment costs as a result of ~~lower~~increased net sales ~~and improved efficiency~~ in ~~controlling labor hours~~our internet business compared to the prior year. Additionally, during the 13 weeks ended October ~~31, 2009,~~30, 2010, and the 13 weeks ended ~~November 1, 2008,~~October 31, 2009, operating income ~~(loss)~~ included asset impairment charges of $0.6 million and less than $0.1 ~~million and $0.4~~ 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 ~~31, 2009,~~30, 2010, Compared to Thirty-Nine Weeks Ended ~~November 1, 2008~~October 31, 2009

Net sales


	39 Weeks Ended October 31, 2009		Change From Prior Fiscal Period				39 Weeks Ended November 1, 2008		39 Weeks Ended October 30, 2010		Change From Prior Fiscal Period				39 Weeks Ended October 31, 2009
			($ in millions)								($ in millions)
Net sales	$	409.9	$	(28.2)	(6.4	)%	$	438.1	$	415.7	$	5.8	1.4	%	$	409.9
Comparable store sales decrease					(8.1)%								(0.8	)%

Net sales for the 39 weeks ended October ~~31, 2009, decreased~~30, 2010, increased primarily as a result of the following:

~~A decrease~~An increase of ~~8.1%~~$3.8 million in ~~comparable store~~net sales resulting from a 4.4% decline in comparable store average dollar sales and a 3.3% decrease in comparable store average transaction counts. Comparable store average dollar sales decreased mainly due to a 11.3% decline infor our average unit retail prices, primarily driven by increased promotional activity and an increase in clearance sales at Wet Seal and our strategic decision to significantly lower price points at Arden B in January 2009, and a decline in Wet Seal frequent buyer program membership sales, partially offset by an 8.5% increase in the number of units purchased per customer,internet business compared to the prior year, ~~primarily at Wet Seal.~~which is not a factor in calculating our comparable store sales; and

An increase in number of stores open, from 500 stores as of October 31, 2009, to 522 stores as of October 30, 2010.

However, these factors were partially offset by:

AnA decrease of 0.8% in comparable store sales resulting from a 7.1% decrease in comparable store average transactions, partially offset by an 6.8% increase in comparable store average dollar sales per transaction. Comparable store average dollar sales per transaction increased mainly due to a 10.0% increase in average unit retail prices, partially offset by a 3.0% decrease in the number of units purchased per customer; and

~~An increase of $1.9 million in net sales for our internet business compared to the prior year, which is not a factor in calculating our comparable store sales.~~

Cost of sales


	39 Weeks Ended October 31, 2009		Change From Prior Fiscal Period			39 Weeks Ended November 1, 2008		39 Weeks Ended October 30, 2010			Change From Prior Fiscal Period					39 Weeks Ended October 31, 2009
			($ in millions)								($ in millions)
Cost of sales	$	290.5	$	(3.0)	(1.0)%	$	293.5	$	287.7		$	(2.8	)	(1.0	)%	$	290.5
Percentage of net sales		70.9%			3.9%		67.0%		69.2	%				(1.7	)%		70.9	%

Cost of sales ~~decreased in dollars primarily as a result of the decrease in net sales. Cost of sales increased~~ as a percentage of net sales decreased due primarily ~~due~~ to ~~a decrease~~an increase in merchandise ~~margin. Merchandise~~ margin ~~decreased~~ as a result of higher initial markup rates in both divisions and favorable spring physical inventory shrink results, as compared to the prior year, partially offset by an increase in markdown rates ~~for our Wet Seal division, partially offset by a lower markdown rate~~due to the highly promotional retail environment. Cost of sales in ~~our Arden B division, and a decrease in initial markup rates in both divisions. Additionally, cost of sales~~absolute dollar amount was negatively impacted by an increase in occupancy ~~costs primarily due~~cost as a result of an increase in number of stores, from 500 stores as of October 31, 2009, to ~~normal inflation~~522 stores as of rents and common area maintenance charges for new stores and remodels/relocations and the deleveraging effect on occupancy cost from our comparable stores sales decrease. Cost of sales was positively impacted by a decrease in buying, planning and allocation costs primarily due to eliminated positions upon restructuring of the Arden B buying and design organization, favorable impact on stock-based compensation from forfeitures from previously employed executives and a change in stock compensation forfeiture rate from 10% to 15% based on historical analysis, a reduction in recruiting as the prior year period included a recruiting retainer fee to search for a chief merchandise officer in the Wet Seal division, and a decrease in distribution costs due to operational efficiencies.October 30, 2010.

Selling, general, and administrative expenses (SG&A)


	39 Weeks Ended October 31, 2009		Change From Prior Fiscal Period				39 Weeks Ended November 1, 2008		39 Weeks Ended October 30, 2010			Change From Prior Fiscal Period				39 Weeks Ended October 31, 2009
			($ in millions)									($ in millions)
Selling, general, and administrative expenses	$	104.3	$	(11.9)	(10.3)	%	$	116.2	$	107.7		$	3.4	3.2	%	$	104.3
Percentage of net sales		25.4%			(1.1)	%		26.5%		25.9	%			0.5	%		25.4	%

Selling expenses ~~decreased~~increased approximately ~~$8.5~~$1.5 million from the prior year to ~~$84.0~~$85.5 million. As a percentage of net sales, selling expense was ~~20.5%~~20.6% of net sales, or 6010 basis points ~~lower, as a percentage of net sales,~~higher than a year ago.

The following contributed to the current year ~~decrease~~increase in selling expenses:

A ~~$7.0~~$0.8 million ~~decrease~~increase in advertising and marketing expenditures due to an increase in in-store signage at both divisions, an increase in direct marketing at our Wet Seal division and an increase in our internet advertising, primarily due to our increased presence on Facebook;

A $0.7 million increase in internet order fulfillment costs due to increased internet sales volume;

A $0.5 million increase in payroll and benefits costs as a result of ~~lower~~increased sales ~~volume, improved efficiency in controlling labor hours and a decrease in claim costs in our employee health care plan;~~

~~A $0.6 million decrease in advertising and marketing expenditures due to a decrease in in-store signage and the shift to more cost-effective advertising activities at our Arden B division;~~

~~A $0.3 million decrease in merchandise delivery costs as a result of a decrease in units processed and slightly lower cost per unit due to lower fuel surcharges compared to the prior year;~~

~~A $0.2 million decrease in store and field travel costs;~~

~~A $0.2 million decrease in store and field meetings and seminars expense;~~

~~A $0.1 million decrease in bags and boxes usage as a result of lower sales~~ volume;

~~A $0.1 million decrease in stock compensation expense related to forfeitures for terminated employees;~~

~~A $0.1 million decrease in inventory service fees as a result of favorable cost negotiations;~~ and

A $0.1 million ~~decrease~~net increase in ~~field bonuses due to fewer employees reaching sales goal targets.~~other selling expenses.

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

A $0.4 million decrease in bags and boxes usage; and

A $0.2 million ~~increase~~decrease in ~~credit card fees.~~bad debt and bank charges.

General and administrative expenses ~~decreased~~increased approximately ~~$3.4~~$1.9 million from the prior year, to ~~$20.3~~$22.2 million. As a percentage of net sales, general and administrative expenses were ~~4.9%~~5.3%, or 5040 basis points ~~lower,~~higher than a year ago.

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

A ~~$1.2~~$0.5 million ~~decrease~~increase in corporate ~~wages, primarily due to reduced staffing levels from the January 2009 organizational restructuring;~~

~~A $1.1 million decrease in corporate bonuses based on our financial performance relative to bonus targets;~~wages;

A ~~$0.7~~$0.4 million ~~decrease~~increase in ~~stock compensation, primarily due the favorable impact of forfeitures from previously employed executives and a change in stock compensation forfeiture rate from 10% to 15%;~~legal fees associated with various litigation matters;

A ~~$0.3~~$0.4 million ~~decrease~~increase in ~~consultant fees;~~recruiting fees related to our search for a new chief executive officer;

A $0.4 million increase in accrued bonuses related to retention agreements;

A $0.2 million ~~decrease~~increase in ~~insurance~~consulting fees due to ~~favorably negotiated rates upon renewals;~~timing of services performed and audit fees, compared to the prior year;

A $0.1 million ~~decrease~~increase in ~~depreciation due to certain corporate assets becoming fully depreciated in the current year;~~stock-based compensation, as a result of higher forfeiture adjustments; and

A $0.2 million net ~~decrease~~increase in other general and administrative costs.

However, the ~~decreases~~increases in general and administrative expenses were partially offset by the following ~~increase:~~decreases:

A ~~$0.3~~$0.1 million ~~increase~~decrease in ~~legal~~general office and supplies;

A $0.1 million decrease in computer maintenance costs; and

A $0.1 million decrease in board of director fees ~~associated with various litigation matters.~~due to fewer board members as compared to the prior year.

Asset impairment


	39 Weeks Ended October 31, 2009		Change From Prior Fiscal Period			39 Weeks Ended November 1, 2008		39 Weeks Ended October 30, 2010			Change From Prior Fiscal Period				39 Weeks Ended October 31, 2009
			($ in millions)					($ in millions)
Asset impairment	$	1.9	$	1.1	129.4%	$	0.8	$	2.7		$	0.8	44.5	%	$	1.9
Percentage of net sales		0.5%			0.3%		0.2%		0.7	%			0.2	%		0.5	%

Based on our quarterly assessments of the carrying value of long-lived assets, during the 39 weeks ended October 30, 2010, and October 31, 2009, ~~and the 39 weeks ended November 1, 2008,~~ 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 ~~$1.9~~$2.7 million and ~~$0.8~~$1.9 million, respectively.

Interest expense, net


	39 Weeks Ended October 31, 2009		Change From Prior Fiscal Period				39 Weeks Ended November 1, 2008		39 Weeks Ended October 30, 2010			Change From Prior Fiscal Period					39 Weeks Ended October 31, 2009
			($ in millions)						($ in millions)
Interest expense, net	$	(0.3)	$	(0.4)	(60.4)	%	$	(0.7)	$	(2.8	)	$	(2.5	)	(877.5	)%	$	(0.3	)
Percentage of net sales		(0.0)%			(0.2)	%		(0.2)%		(0.6	)%				(0.6	)%		(0.0	)%

We incurred interest expense, net, of $2.8 million in the 39 weeks ended October 30, 2010, comprised of:

Interest charges of $2.8 million, consisting of $2.1 million of non-cash charges and a $0.7 million conversion/exercise inducement, related to the conversion of $4.7 million of the Notes into 3,111,111 shares of our common stock and $1.6 million of the Preferred Stock into 537,000 shares of our common stock, and the exercise of Series E warrants into 625,000 shares of our common stock;

Non-cash interest expense of $0.1 million on the Notes prior to conversion, comprised primarily of discount amortization and, to a lesser extent, annual interest at 3.76%, which we elected to add to principal;

Interest expense of $0.1 million from fees for the unused portion of our credit facility; partially offset by

Interest income of $0.2 million from investments in cash and cash equivalents, and short-term and long-term investments.

We incurred interest expense, net, of $0.3 million in the 39 weeks ended October 31, 2009, comprised of:

Non-cash interest expense of $0.6 million ~~with respect to our secured convertible notes,~~on the Notes, comprised primarily of discount amortization and, to a lesser extent, annual interest at 3.76%, which we ~~have~~ elected to add to principal; partially offset ~~by;~~by

Interest income of less than $0.3 million from investments in cash and cash equivalents.

~~We incurred interest expense, net, of $0.7 million in the 39 weeks ended November 1, 2008, comprised of:~~

~~Net accelerated interest charges of $1.9 million upon the conversion of $3.4 million of convertible notes into 2,274,804 shares of our common stock;~~

A non-cash interest expense of $0.6 million with respect to our secured convertible notes comprised primarily of discount amortization and, to a lesser extent, annual interest at 3.76%, which we have elected to add to principal;

~~Amortization of deferred financing costs of $0.1 million associated with our revolving credit facility and secured convertible notes;~~

~~Non-cash interest credit of $0.1 million to recognize the decrease in market value of a derivative liability; and~~

~~Interest income of $1.8 million from investments in cash and cash equivalents.~~

Provision for income taxes

   39 Weeks
Ended
October 31, 2009    Change From
Prior Fiscal Period 39 Weeks
Ended
November 1,
2008
      ($ in millions)
Provision for income taxes
       $   0.3        $ (0.7 ) 72.3 % $ 1.0


	39 Weeks Ended October 30, 2010		Change From Prior Fiscal Period				39 Weeks Ended October 31, 2009
			($ in millions)
Provision for income taxes	$	7.5	$	7.2	2,643.3	%	$	0.3

WeDuring the 39 weeks ended October 30, 2010, we incurred a 51% effective income tax rate, which is significantly higher than the rate in fiscal 2009 primarily as a result of the reversal of our deferred tax asset valuation allowance at the end of fiscal 2009. In addition, this rate was higher than that expected for future periods due to $2.8 million in interest charges incurred upon the Note conversions in the first fiscal quarter 2010, which are not tax deductible, and a $0.5 million non-cash deferred income tax charge in the third fiscal quarter due to a tax method change that resulted in the reduction of deferred tax assets related to charitable contribution carry forwards. Excluding the effect of these charges, the effective income tax rate for the 39 weeks ended October 30, 2010 would have been approximately 40%, which is the rate we currently expect to incur for the remainder of the fiscal year.

Due to our expected utilization of federal and state NOL carry forwards ~~available, subject to certain limitation, to offset our regular taxable income. We recognized a provision for~~during fiscal 2010, we anticipate cash income taxes ~~that resulted in an effective tax rate~~for the fiscal year will be approximately 2% of ~~2.7% for~~pre-tax income, representing the portion of federal and state ~~income taxes. This effective rate is based on the portion of our estimated~~ alternative minimum ~~taxable income for fiscal 2009~~taxes that cannot be offset by NOLs. ~~During~~The difference between the ~~39 weeks ended October 31, 2009, we generated a nominal~~effective income tax ~~benefit to reflect~~rate and the anticipated cash income taxes is recorded as a ~~prior period income tax overpayment to Puerto Rico.~~non-cash provision for deferred incomes taxes.

Segment Information

The following is a discussion of the operating results of our business segments.

Wet Seal:


(In thousands, except sales per square foot and store count data)	39 Weeks Ended October 31, 2009			39 Weeks Ended November 1, 2008			39 Weeks Ended October 30, 2010			39 Weeks Ended October 31, 2009
Net sales	$	338,987		$	360,365		$	348,260		$	338,987
Percentage of consolidated net sales		83	%		82	%		84	%		83	%
Comparable store sales percentage decrease compared to the prior year fiscal period		(9.2	)%		(2.7	)%
Comparable store sales percentage decrease compared to the prior year period								(0.8	)%		(9.2	)%
Operating income	$	26,315		$	51,934		$	33,054		$	26,315
Sales per square foot	$	196		$	215		$	194		$	196
Number of stores as of period end		420			409			444			420
Square footage as of period end		1,655			1,610			1,763			1,655

Wet Seal comparable stores sales decreased ~~9.2%~~0.8% during the 39 weeks ended October ~~31, 2009,~~30, 2010, compared to a prior year decrease of ~~2.7%~~9.2%. The decrease during the 39 weeks ended October ~~31, 2009,~~30, 2010, was due primarily to a ~~2.9% decline~~7.8% decrease in comparable store average transactions, partially offset by a 7.6% increase in comparable store average dollar ~~sale and a 5.8% decrease in comparable store average transaction counts~~sales per ~~store.~~transaction. The ~~decrease~~increase in comparable store average dollar ~~sale~~sales per transaction resulted from a ~~11.0% decrease~~10.9% increase in our average unit retail prices, ~~and a decline in frequent buyer program membership sales,~~ partially offset by a ~~10.0% increase~~2.9% decrease in units purchased per ~~customer.~~customer, as a result of a merchandise content shift towards apparel and away from lower-priced accessories. The net sales ~~decrease~~increase was attributable to the increase in the number of stores compared to the prior year and a $2.2 million increase in net sales in our internet business, partially offset by the comparable store sales decline ~~partially offset by a~~and the prior year including $0.8 million of additional net sales resulting from a change in estimated breakage for unredeemed gift cards, gift certificates and store credits remaining outstanding more than two years from their respective issuance ~~dates and a $0.3 million increase in net sales in our internet business and a $8.4 million increase in stores not in the comparable store base.~~dates.

Wet Seal’s operating income ~~decreased~~increased to ~~7.8%~~9.5% of net sales during the 39 weeks ended October ~~31, 2009,~~30, 2010, from ~~14.4%~~7.8% during the 39 weeks ended ~~November 1, 2008.~~October 31, 2009. The ~~decrease~~increase in operating income, as a percentage of sales, was due primarily to ~~a decrease~~an increase in merchandise margin as a result of ~~higher markdown rates and a decrease~~an increase in initial markup rates and ~~the deleveraging effect of~~favorable spring physical inventory shrink results, and a decrease in ~~comparable store sales on occupancy~~buying costs ~~compared~~primarily due to ~~the prior year.~~our open chief merchandise officer position and a reduction in stock compensation expense. Additionally, during the 39 weeks ended October ~~31, 2009,~~30, 2010, and the 39 weeks ended ~~November 1, 2008,~~October 31, 2009, operating income included asset impairment charges of ~~$1.8~~$2.1 million and ~~$0.4~~$1.9 million, respectively, to write down the carrying value of long-lived assets that were identified during our quarterly impairment evaluations. Operating income for the 39 weeks ended October 31, 2009, ~~also~~ included the $0.8 million breakage benefit noted above.

Arden B:

(In thousands, except sales per square foot and store count data)
   39 Weeks
Ended
October 31, 2009 39 Weeks
Ended
November 1, 2008
Net sales
       $ 70,934        $ 77,729
Percentage of consolidated net sales
   17 % 18 %
Comparable store sales percentage decrease compared to the prior year fiscal period
   (2.5 )% (20.2 )%
Operating income (loss)
       $ 7,221        $ (2,112)
Sales per square foot
       $ 251        $ 248
Number of stores as of quarter end
   80    91
Square footage as of quarter end
   244    283


(In thousands, except sales per square foot and store count data )	39 Weeks Ended October 30, 2010			39 Weeks Ended October 31, 2009
Net sales	$	67,444		$	70,934
Percentage of consolidated net sales		16	%		17	%
Comparable store sales percentage decrease compared to the prior year period		(0.8	)%		(2.5	)%
Operating income	$	6,029		$	7,221
Sales per square foot	$	234		$	251
Number of stores as of period end		78			80
Square footage as of period end		249			244

Arden B comparable stores sales decreased ~~2.5%~~0.8% during the 39 weeks ended October ~~31, 2009,~~30, 2010, compared to a prior year decrease of ~~20.2%~~2.5%. The decrease during the 39 weeks ended October ~~31, 2009,~~30, 2010, was due primarily to a ~~26.0%~~1.8% decrease in comparable store average dollar ~~sale, which reflects our strategic decision to significantly lower price points across all categories in January 2009, largely~~sales per transaction, partially offset by a ~~31.7%~~1.0% increase in comparable store average ~~transaction counts per store.~~transactions. The decrease in the average dollar ~~sale~~sales per transaction resulted from a ~~27.4%~~4.7% decline in ~~our~~ average unit retail prices, ~~slightly~~partially offset by a ~~1.7%~~2.8% increase in units purchased per customer. The net sales decrease was primarily attributable to ~~the comparable store sales decline and~~ the decrease in the number of stores compared to the prior year, ~~partially offset by~~the comparable store sales decrease and the prior year including $0.4 million of additional net sales resulting from a change in estimated breakage for unredeemed gift cards, gift certificates and store credits remaining outstanding more than two years from their respective issuance dates, ~~and~~partially offset by a $1.6 million increase in net sales in our internet business.

Arden B generated operating income of 8.9% of net sales during the 39 weeks ended October 30, 2010, compared to operating income of 10.2% of net sales during the 39 weeks ended October 31, ~~2009, compared to an operating loss of 2.7% of net sales during the 39 weeks ended November 1, 2008.~~2009. The ~~improvement~~decrease in operating ~~results~~income was due primarily to ~~an increase~~a decrease in merchandise margin resulting from a significant decrease in markdown rates, a decrease in buying costs upon restructuring the Arden B buying and design groups, partially offset by an increase in seasonal merchant incentive bonus due to improvement in divisional performance, a decrease in occupancy costs due to a decrease in depreciation expense as a result of ~~a number of underperforming Arden B stores being impaired during fiscal 2008, the decrease~~higher markdown rates, an increase in ~~store counts from 91 stores as of November 1, 2008, to 80 stores as of October 31, 2009,~~buying wages and ~~a decrease~~an increase in ~~store payroll costs as a result of lower sales and improved efficiency in controlling labor hours compared to the prior year.~~stock compensation expense. Additionally, during the 39 weeks ended October ~~31, 2009,~~30, 2010, and the 39 weeks ended ~~November 1, 2008,~~October 31, 2009, operating income ~~(loss)~~ included asset impairment charges of $0.6 million and less than $0.1 ~~million and $0.4~~ million, respectively, to write down the carrying value of long-lived assets that were identified during our quarterly impairment evaluations. ~~Operating~~Also, operating income for the 39 weeks ended October 31, 2009, ~~also~~ included the $0.4 million of breakage benefit noted above.

Liquidity and Capital Resources

Net cash provided by operating activities was ~~$19.2~~$32.0 million for the 39 weeks ended October ~~31, 2009,~~30, 2010, compared to ~~$36.2~~$19.2 million for the same period last year. For the 39 weeks ended October ~~31, 2009,~~30, 2010, cash provided by operating ~~cash flows were due to our~~activities was comprised of net income of ~~$12.6~~$7.3 million, ~~and~~ net non-cash charges, primarily depreciation and amortization, asset impairment, stock-based compensation, provision for deferred income taxes and non-cash interest expense, of ~~$15.1~~$26.7 million, a $0.7 million add back for a conversion inducement fee, and an increase in merchandise payables over the increase of merchandise inventories of less than $0.1 million, partially offset by ~~an increase in merchandise inventories, net of an increase in merchandise accounts payable, of $3.2 million, and~~ a net use of cash from changes in other operating assets and liabilities of ~~$5.3 million, including gift card, gift certificate and store credit breakage of $1.2~~$2.8 million. For the 39 weeks ~~ended~~ending October ~~31, 2009,~~30, 2010, net cash used in investing activities of ~~$17.6~~$73.6 million was comprised ~~entirely~~ of $22.4 million for capital ~~expenditures. Capital~~ expenditures, ~~for the period were~~ primarily for remodeling of existing Wet Seal and Arden B stores upon lease renewals and/or store relocations, the construction of new Wet Seal and Arden B stores, and investment in the development of new ~~markdown optimization,~~retail merchandising and point-of-sale operating systems and a merchandise sorting system installed in our distribution ~~sorting system.~~center, and $51.2 million for investment of cash from money market funds into short-term and long-term investments. Capital expenditures that remain unpaid as of October ~~31, 2009,~~30, 2010, have increased ~~$2.4~~$7.0 million since the end of fiscal ~~2008.~~2009. We expect to pay nearly all of the total balance of such amounts payable ~~in the amount~~ of ~~$5.3~~$9.6 million during the fourth quarter of fiscal ~~2009.~~2010.

We estimate that, in fiscal ~~2009,~~2010, capital expenditures will be approximately between ~~$22~~$29.0 million and ~~$23~~$30.0 million, net of approximately $2$5.4 million in landlord tenant improvement allowances. Of the total net capital expenditures, approximately ~~$17~~$18.0 million to $19.0 million is expected to be for the remodeling of existing Wet Seal and Arden B stores upon lease renewals and/or store relocations orand the construction of new Wet Seal and Arden B stores.

For the 39 weeks ~~ended~~ending October ~~31, 2009,~~30, 2010, net cash ~~provided~~used by financing activities was ~~$0.5~~$4.4 million, comprised of $8.2 million used to repurchase 2,276,462 shares of our Class A common stock, which utilized all remaining capacity under a $12.5 million repurchase authorization granted by our Board of Directors in November 2009 and a portion of the capacity under a $25 million repurchase authorization granted by our Board of Directors in September 2010, and a $0.7 million conversion inducement fee to a Note holder, partially offset by $4.3 million of proceeds from investor exercises of common

stock warrants, which resulted in the issuance of ~~183,572~~1,160,715 shares of our Class A common stock, and ~~nominal~~$0.2 million of proceeds from the exercise of stock options.

In March 2010, a holder of the Notes, Preferred Stock and Series E warrants converted $4.7 million in principal amount of our Notes into 3,111,111 shares of our Class A common stock and 1,611 shares of the Preferred Stock into 537,000 shares of our Class A common stock, and exercised Series E warrants into 625,000 shares of our Class A common stock for an exercise price of $2.3 million. As an inducement for the holder to undertake these conversions and/or exercises of the Notes, Preferred Stock and Series E warrants, we provided the holder with a $0.7 million inducement fee. We also repurchased an insignificant remaining Note balance from another holder. As a result of these transactions, there are no longer any remaining Notes and Preferred Stock outstanding and there was a satisfaction and discharge of our obligations under the Indenture governing the Notes.

33On November 3, 2010, all of the Company’s remaining Series E Warrants expired unexercised. As a result, no warrants to acquire the Company’s Class A common stock remain outstanding.

Total cash, ~~and~~ cash equivalents and investments at October ~~31, 2009,~~30, 2010, was ~~$144.2~~$166.7 million compared to ~~$142.1~~$161.7 million at January ~~31, 2009.~~30, 2010.

We maintain a $35.0 million revolving credit facility (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 ~~agreement.~~Facility. The ~~revolving credit facility~~Facility expires in May ~~2011.~~2011, and we are currently negotiating a renewal of the Facility. Under ~~our revolving credit facility,~~the Facility, we are subject to borrowing base limitations on the amount that can be borrowed and certain customary covenants, including 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, subject to certain exceptions. 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 not less than $5.0 million. The interest rate on our line of credit under the ~~revolving credit facility~~Facility is the prime rate or, if we elect, the London ~~Interbank~~InterBank Offered Rate (“LIBOR”) plus a margin ranging from 1.0% to 1.5%. The applicable LIBOR margin is based on the level of average excess availability, as defined under ~~our revolving credit facility,~~the Facility, at the time of election, as adjusted quarterly. The applicable LIBOR margin was 1.0% as of October ~~31, 2009.~~30, 2010. We also incur fees on outstanding letters of credit under the ~~revolving credit facility in effect~~Facility at a rate equal to the applicable LIBOR margin for standby letters of credit and 33.3% of the applicable LIBOR margin for commercial letters of credit.

~~The revolving credit facility ranks senior in right of payment to our secured convertible notes.~~ Borrowings under the ~~revolving credit facility~~Facility are secured by all of our presently owned and hereafter acquired ~~assets.~~assets of 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. Our obligations thereunder and the subsidiary borrowers under the Facility are guaranteed by one of our wholly owned subsidiaries, Wet Seal GC, ~~SMLLC.~~LLC.

At October ~~31, 2009,~~30, 2010, the amount outstanding under the ~~revolving credit facility~~Facility consisted of ~~$6.5~~$6.0 million in open ~~commercial~~documentary letters of credit related to merchandise purchases and $1.7 million in outstanding standby letters of credit. At October ~~31, 2009,~~30, 2010, we had ~~$26.8~~$27.3 million available for cash advances and/or for the issuance of additional letters of ~~credit. At October 31, 2009,~~credit and we were in compliance with all covenant requirements ~~in the revolving credit facility and the indenture governing our secured convertible notes.~~

On November 18, 2009, we announced our Board of Directors authorized us to repurchase shares of our Class A common stock having an aggregate purchase price of up to $12.5 million. Repurchases are at our option and can be discontinued at any time. There is currently no expiration date for this repurchase program. The repurchase program reflects what is currently permitted under our secured convertible notes indenture. In the future, we may seek additional stock repurchase capacity under the ~~indenture and expand the stock repurchase program accordingly.~~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. However, the significant deterioration in ~~fiscal 2008 and into fiscal 2009,~~ consumer confidence and ~~consumer~~ spending ~~deteriorated significantly, and~~experienced over the past few years could remain depressed for an extended period. As a result of this ~~current~~continuing economic crisis, we may experience continued declines in consolidated comparable store sales or experience other events that negatively affect our operating results. If our consolidated comparable store sales drop significantly for an extended period, or we falter in the execution of our business strategy, ~~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,~~ we may not achieve our financial performance goals, which could adversely impact our results of operations and operating cash flow. This could also cause a decrease in or elimination of excess availability under ~~our revolving credit facility,~~the Facility, which could force us to seek alternatives to address potential cash constraints, including seeking additional debt and/or equity financing.

The financial performance of our business is susceptible to ~~the recent~~ declines in discretionary consumer spending, availability of consumer credit and low consumer confidence in the United States. Volatile fuel prices and increasing 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 ~~recession~~challenges or stabilize factors that affect our sales and profitability. ~~Recent~~Continuing adverse economic trends could affect us more significantly than companies in other industries.

One of the factors that provides financing to a small portion of our merchandise vendor base, CIT Group Inc. (“CIT”), has recently filed for bankruptcy, which may threaten its financial viability and its ability to provide factoring services to its customers. If the financial condition of CIT were to deteriorate further and our vendors were unable to procure alternative factoring arrangements from competitors of CIT on the same or substantially similar terms, our ability to timely procure merchandise for our stores could be adversely affected. This could require the devotion of significant time and attention by our management to adequately resolve such matters. In turn, our results of operation and financial condition could suffer.

Seasonality and Inflation

Our business is seasonal in nature, with the Christmas season, beginning the week of Thanksgiving and ending the first Saturday after Christmas, and the back-to-school season, beginning the last week of July and ending 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 have recently experienced cost pressures as a result of the rising commodity prices, primarily for cotton, and increased labor costs, due to labor shortages, in China, from which a majority of our merchandise is sourced. In addition, the rising value of the currency in China relative to the U.S. dollar may also have a further impact on future product costs. Although our initial mark ups have held up well to date, we have experienced some deterioration in mark-up rates in fourth quarter 2010 merchandise receipts and are experiencing further cost increases on first quarter 2011 orders. We will continue to diligently monitor our costs as well as the competitive pricing environment in order to mitigate potential margin erosion. However, we cannot be certain that our business will not be affected by inflation in the future.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

To the extent that we borrow under ~~our revolving credit facility,~~the Facility, we are exposed to market risk related to changes in interest rates. At October ~~31, 2009,~~30, 2010, no borrowings were outstanding under ~~our revolving credit facility.~~the Facility. As of October ~~31, 2009,~~30, 2010, we are not a party to any ~~material~~ derivative financial instruments.

Foreign Currency Exchange Rate Risk

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. Over a longer period, the impact of such changes, especially the exchange rate between the currency in China and the U.S. dollar, could be significant, albeit indirectly, through increased charges in USU.S. dollars from our vendors that source their products internationally.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of our ~~Chief Executive Officer~~chief executive officer and ~~Chief Financial Officer, of the effectiveness of the design and operation~~chief financial officer, of our disclosure controls and procedures, ~~(as~~as such term is defined in ~~Rules~~Rule 13a-15(e) and 15d-15(e) promulgated under the ~~Securities~~ Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, ourAct. These disclosure controls and procedures are ~~effective in recording, processing, summarizing and reporting, on a timely basis,~~designed to provide reasonable assurance that the information required to be disclosed by usthe Company in the reports that ~~we file~~it files or ~~submit~~submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms. Our disclosure controls and procedures are ~~effective in ensuring~~also designed to provide reasonable assurance that information required to be disclosed ~~by us~~ in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our ~~Chief Executive Officer~~chief executive officer and ~~Chief Financial Officer, as appropriate~~chief financial officer, in order to allow timely decisions regarding required ~~disclosure.~~disclosures. Based on this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of October 30, 2010.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter ended October ~~31, 2009,~~30, 2010, 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.

PART II. Other Information

Item 1.

Legal Proceedings

On July 19, 2006, a complaint was filed in the Superior Court of the State of California for the County of Los Angeles ~~or the Superior Court,~~ 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 May 18, 2007, the Superior Court entered an order granting preliminary approval of the class action settlement. On February 29, 2008, the court issued its order granting final approval of the class action settlement, subject to appeal. On April 28, 2008, a notice of appeal of the judgment was filed. On ~~May 6, 2009, the Court reversed and remanded the case for~~September 27, 2010, the Superior Court ~~to re-evaluate the fairness~~granted final approval of the settlement ~~which is expected to take place in December 2009.~~agreement. As of October ~~31, 2009,~~30, 2010, we have accrued an amount equal to the settlement amount in accrued liabilities in our 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 our current and former employees who were employed and paid by us ~~during the four-year period~~ from May 22, 2003 through ~~May 22, 2007.~~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 orders issued by the Industrial Welfare Commission. Discovery is ongoing and ~~the Court has indicated that the~~Plaintiffs filed their motion for class certification ~~filing date and briefing schedule will be set at a status conference on December 15, 2009.~~in July 2010. We ~~are vigorously defending this litigation and are unable~~

~~to predict the likely outcome and whether such outcome may have a material adverse effect on~~filed our ~~results of operations or financial condition. Accordingly, no provision for a loss contingency has been accrued as of October 31, 2009.~~

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 during the four-year period from September 29, 2004 through September 29, 2008. The complaint alleges various violations under the State of California Labor Code and the State of California Business and Professions Code. Our responsive plea was filed on November 14, 2008. The case has been transferredopposition to the ~~complex panel of the San Francisco Superior Court~~motion for ~~case management purposes.~~class certification on October 19, 2010. The class certification hearing is scheduled for December 17, 2010. We are vigorously defending this litigation and are unable to predict the likely outcome and whether such outcome 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 October ~~31, 2009.~~30, 2010.

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. Plaintiffs filed an amended complaint, and we filed a motion to strike allegations of the third amended complaint on or about February 16, 2010, which was held in abeyance. The case has been transferred to the complex panel of the San Francisco Superior Court for case management purposes. Currently, Plaintiffs’ motion for class certification is due to be filed on April 25, 2011. Discovery is ongoing. We are vigorously defending this litigation and are unable to predict the likely outcome and whether such outcome 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 October 30, 2010.

On March 18, 2009, 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 that were employed and paid by us ~~since~~from March 18, ~~2005.~~2005 through March 18, 2009. 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. WeOn October 23, 2009, we reached an agreement to pay approximately $0.2 million to settle this ~~matter, subject to Superior Court approval. As of October 31, 2009, we had accrued an amount equal to~~matter. We paid the settlement amount in ~~accrued liabilities~~August 2010 and the Superior Court dismissed the action with prejudice on ~~our condensed consolidated balance sheet.~~September 2, 2010.

On April 24, 2009 the ~~Pennsylvania~~U.S. Equal Employment Opportunity ~~Council~~Commission requested information and records relevant to several charges of ~~discrimination.~~discrimination by our company against employees of our 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 the EEOC filed an application to enforce the subpoena in the U.S. District Court for the Eastern District of Pennsylvania, and is in the process of a nationwide investigation. We are ~~vigorously defending this~~awaiting the results of the investigation and are unable to predict the likely outcome and whether such outcome 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 October ~~31, 2009.~~30, 2010.

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 ~~the pending litigation,~~these claims, we have insurance coverage to cover a portion of such losses; however, certain other matters may exist or arise for which we do not have insurance coverage. As of October ~~31, 2009,~~30, 2010, 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.

Item 1A.

Risk Factors

The following risk factor represents an addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended January ~~31, 2009.~~30, 2010.

~~Our ability to procure merchandise could be adversely affected by changes~~We are in the process of identifying a new president and chief executive officer for our ~~vendors’ factoring arrangements with CIT Group, Inc.~~

~~CIT has recently filed for bankruptcy, which~~Company and the resulting transition and integration of this person may threaten its financial viability and its ability to provide factoring services to its customers. Although we do not have a direct relationship with CIT, a small portion of our vendors who supply our company with merchandise have direct factoring arrangements with CIT. Vendors who engage in factoring transactions with CIT typically sell their accounts receivable to CIT at a discount in exchange for cash payments, which can be used to finance the business and operations of the vendors.

If the financial condition of CIT were to deteriorate further and certain of our vendors were unable to procure alternative factoring arrangements from competitors of CIT on the same or substantially similar terms,impact our ability to ~~timely procure~~execute our business strategy in the near term and has caused us to delay our search for a new chief merchandise officer for our stores could be adversely affected. This could require the devotion of significant time and attention by our management to adequately resolve such matters. In turn, our results of operation and financial condition could suffer.

~~Recent changes in the senior management of the Wet Seal division may hinder our operations.~~

~~In November 2009, Ms. Maria Comfort announced her resignation as President and Chief Merchandise Officer of the~~ Wet Seal division. ~~Ms. Comfort had initially assumed this role after her predecessor~~

As previously announced, on October 8, 2010, Mr. Edmond S. Thomas, resigned ~~in May 2008.~~ as a director and his term as president and chief executive officer of our Company concluded upon the expiration of his existing employment agreement on that date.

We have ~~started~~entered into a ~~search~~transition services agreement with Mr. Thomas, pursuant to ~~find~~which Mr. Thomas is currently serving as interim president and chief executive officer for a ~~replacement for Ms. Comfort, but competition for qualified employees is intense and we may have difficulty attracting individuals~~transition period that will conclude no later than February 8, 2011. However, there can be no assurance that Mr. Thomas will continue to serve in any capacity during the ~~role of senior management of the Wet Seal division.~~entire transition

period. In addition, ~~our search may divert the attention of senior management from the business and operations of our company. Once~~ we ~~identify and attract~~have not been able find a suitable replacement for ~~Ms. Comfort,~~Mr. Thomas to date and do not know if we will be able to do so before the conclusion of his transition period.

If Mr. Thomas ceases to render services prior to the end of his transition period and we are not able to appoint a new president and chief executive officer in a timely manner, our business, financial condition, and results of operations could be materially and adversely affected. In addition, we anticipate that we will experience a transition period before ~~the successor~~our new president and chief executive officer is fully integrated into ~~the~~his or her new roles. We cannot provide any assurance that there will not be any disruption that adversely impacts our customer relationships, employee morale and/or our business during such period.

As previously disclosed, we have a search underway to identify a chief merchandise officer for our Wet Seal division. However, as a result of our search for a new president and chief executive officer, we have delayed the search for a chief merchandise officer and will resume it at the time a president and chief executive officer is identified and can assist in the process. This delay may further impact our ability to execute our business strategy in the near term.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(a)

None.

(b)

None.

(c)	~~None.~~ Issuer Purchases of Equity Securities


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 Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
August 29, 2010 to October 2, 2010		882,300	$	3.39		882,300		6,284,093

(1)

On September 7, 2010, our company’s Board of Directors authorized a program to repurchase up to $25.0 million of the outstanding shares of our Class A common stock from time to time in the open market or in privately negotiated transactions. Repurchases are at the option of our company and can be suspended or discontinued at any time. Pursuant to this plan, we repurchased 882,300 shares of our Class A common stock at an average market price of $3.39, for a total cost, including commissions, of approximately $3.0 million. No such repurchases occurred during fiscal August or fiscal October.

(2)	Calculated as the balance remaining of the authorized spending of approximately $22.0 million divided by the closing price of our Class A common stock as of October 29, 2010, the last trading day of the third quarter of fiscal 2010.

Item 3.

Defaults Upon Senior Securities

(a)

None.

(b)

None.

Item 4.

~~Submission of Matters to a Vote of Security Holders~~Removed and Reserved

~~None.~~

Item 5.

Other Information

None.

Item 6.

Exhibits


31.1		Certification of the Interim 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 Interim 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.

SIGNATURES

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.


	THE WET SEAL, INC. (REGISTRANT)

Date: December 2, ~~2009~~	~~By:~~2010	~~/s/~~By:	/s/ Edmond S. Thomas
		Edmond S. Thomas
		Interim President and Chief Executive Officer

Date: December 2, ~~2009~~	~~By:~~2010	~~/s/~~By:	/s/ Steven H. Benrubi
		Steven H. Benrubi
		Executive Vice President and Chief Financial Officer

3839


	39 Weeks Ended October 31, 2009		Change From Prior Fiscal Period					39 Weeks Ended November 1, 2008
			($ in millions)
Provision for income taxes	$	0.3	$	(0.7	)	72.3	%	$	1.0