Summary of Significant Accounting Policies | 6 Months Ended |
Aug. 02, 2014 |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies |
Basis of Presentation |
The information set forth in these condensed consolidated financial statements as of and for the 13 and 26 weeks ended August 2, 2014, and August 3, 2013 (collectively, the “Interim Financial Statements”), is unaudited. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Certain information and footnote disclosures normally included in The Wet Seal, Inc. (the “Company”) annual consolidated financial statements have been condensed or omitted, as permitted under applicable rules and regulations. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014. All references in this Quarterly Report on Form 10-Q to “fiscal 2013” and “fiscal 2014” mean the fiscal years ended February 1, 2014 and ending January 31, 2015, respectively. |
In the opinion of management, the Interim Financial Statements reflect all adjustments that are of a normal and recurring nature necessary to fairly present the Company’s financial position and results of operations and cash flows in all material respects as of the dates and for the periods presented. The results of operations presented in the Interim Financial Statements are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2015. |
On April 24, 2014, the Company committed to a plan to wind down the operations of its Arden B brand (the "Plan") due to the long-term financial under-performance of the business. As of August 2, 2014, the Company operated 51 Arden B stores. As of August 3, 2014, 30 of the Arden B stores became Wet Seal Plus stores, 18 of the Arden B stores became Wet Seal stores, one of the Arden B stores continues to operate under the Arden B name but will transition to carrying Wet Seal product, and the 2 remaining stores continued to operate as Arden B stores until their closure in August 2014. The Company anticipates closing down the Arden B website in the third fiscal quarter of 2014. As of August 2, 2014, the Company has evaluated the applicable accounting guidance for discontinued operations due to the wind down of the Arden B operations and concluded that for the second quarter of fiscal 2014, the Arden B segment should be reported as part of the results from continuing operations. Arden B cash flows will cease by the end of the third quarter and the Company will not have any significant continuing involvement with the Arden B segment, and therefore, the Arden B segment will meet the conditions to be reported as a discontinued operation beginning in the third quarter of fiscal 2014. The Company maintains its intellectual property rights in the Arden B brand and affiliated trademarks and is exploring opportunities to preserve or monetize those rights. |
In fiscal 2013 and the 26 weeks ended August 2, 2014, the Company incurred net losses of $38.4 million and $43.8 million and negative cash flow from operations of $17.6 million and $23.9 million, respectively. As of August 2, 2014, the Company had cash and cash equivalents of $40.3 million. In March 2014, the Company increased its liquidity through the senior convertible notes placement described in Note 4, "Senior Convertible Notes and Warrants." In addition, the Company has a $35.0 million senior revolving credit facility with $28.7 million of availability as of August 2, 2014. The Company’s total available liquidity as of August 2, 2014 was $69.0 million, including cash and cash equivalents and availability on the Company’s senior revolving credit facility. |
In September 2014, the Company announced that it had entered into a securities purchase agreement to sell shares of its Class A common stock to a limited number of accredited investors in a private placement. Subject to the fulfillment of the closing conditions, the Company expects to receive at the closing gross proceeds from the placement of approximately $18.5 million and net proceeds of approximately $17.2 million to $17.7 million. Also in September 2014, the Company announced that, subject to applicable regulatory approvals, it intends to conduct a rights offering which, if subscribed, will allow the Company to raise equity capital through the sale of shares of its Class A common stock to its stockholders. The Company currently anticipates that the size of the rights offering will be between $25.0 and $30.0 million. The agreement for the private placement provides that the placement is to close concurrently with the closing of the rights offering. Subject to conditions, the Company currently expects that these transactions will close sometime in the fourth fiscal quarter of the current fiscal year. A number of factors may cause delays or difficulties and the closings for such transactions are subject to conditions, some of which are outside of the Company’s control. See Note 10, "Subsequent Events." |
The distribution of the rights and the commencement of the rights offering may occur only after a registration statement to be filed by the Company with the Securities and Exchange Commission ("SEC") becomes effective. Nothing in this Form 10-Q shall constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the securities under the securities laws of such state or jurisdiction. |
The Company has historically financed its operations primarily from internally generated cash flows. These interim financial statements have been prepared on a basis of management’s belief that based on current forecasts, the Company believes that cash flows from operations, working capital, cash reserves, availability under its senior revolving credit facility and the anticipated proceeds from the private placement and the intended rights offering noted above will be sufficient to meet its operating and capital expenditure needs for the next twelve months in the normal course of business and do not include any adjustments that might result from uncertainties. If the Company is unable to complete the private placement and the intended rights offering, return to positive same-store sales growth and improve its gross margins in the future, and it then continues to experience negative cash flow from operations, the Company may deplete all of its cash reserves and be required to access most, if not all, of the senior revolving credit facility, and would potentially require other sources of financing to fund its operations, which sources might not be available, or if available, may not be on terms acceptable to the Company. In addition, the Company may need to take various actions, such as down-sizing, which could include exit costs, or reducing or delaying capital expenditures, strategic investments or other actions, and the Company's business could be materially and adversely affected and could raise substantial doubt about the Company’s ability to continue as a going concern. In this event, it could have an adverse impact on the Company's relationships with its merchandise vendors, lenders and other creditors. |
On August 18, 2014, the Company received a letter from Nasdaq (the “Notice”) notifying the Company that the closing bid price of the Company’s common stock was below the $1.00 minimum bid price requirement for 30 consecutive business days and, as a result, the Company no longer complies with the minimum bid price requirement for continued listing on Nasdaq. The Notice also stated that the Company has been provided an initial cure period of 180 calendar days, or until February 17, 2015, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days prior to February 17, 2015. If the Company does not regain compliance by February 17, 2015, it may be eligible for additional time. To qualify, the Company must submit, no later than February 17, 2015, an on-line transfer application. The Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second cure period by effecting a reverse stock split, if necessary. As part of its review process, Nasdaq will make a determination of whether they believe that the Company will be able to cure this deficiency. Should Nasdaq conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a transfer application or make the required representation, Nasdaq will provide notice that the Company's securities will be subject to delisting. |
If the Company's securities are delisted and the Company cannot obtain listing for the securities on another established market or exchange, its stock’s liquidity could suffer, and it would likely experience reduced investor interest. Such factors may result in a decrease in the Company's stock’s trading price. Delisting may also make it more difficult for the Company to issue additional securities or to secure financing. Furthermore, if the Company's common stock is not listed on the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or other eligible market, it would be an event of default under its Exchange Note which would enable the holder of the Exchange Note to demand that it redeem all or any portion of the convertible notes (including all accrued and unpaid interest and all interest that would have accrued through March 27, 2017, the maturity date), in cash pursuant to the terms of the notes. If an event of default under the Exchange Note occurs, the Company's available cash could be seriously depleted and its financial condition would be materially and adversely affected. |
Significant Accounting Policies |
Long-Lived Assets |
The Company evaluates the carrying value of long-lived assets for impairment quarterly or whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors that are considered important that could result in the necessity to perform an impairment review include a current-period operating or cash flow loss combined with a history of operating or cash flow losses and a projection or forecast that indicates continuing losses or insufficient income associated with the realization of a long-lived asset or asset group. Other factors include a significant change in the manner of the use of the asset or a significant negative industry or economic trend. This evaluation is performed based on estimated undiscounted future cash flows from operating activities compared with the carrying value of the related assets. If the estimated undiscounted future cash flows are less than the carrying value, an impairment loss is recognized, measured by the difference between the carrying value and the estimated fair value of the assets, based on discounted estimated future cash flows using the Company’s weighted average cost of capital. With regard to store assets, which are comprised of leasehold improvements, fixtures and computer hardware and software, the Company considers the assets at each individual store to represent an asset group. In addition, the Company has considered the relevant valuation techniques that could be applied without undue cost and effort and has determined that the discounted estimated future cash flow approach provides the most relevant and reliable means by which to determine fair value in this circumstance. |
The Company conducts its quarterly impairment evaluation at the individual store level using the guidance under applicable accounting standards. The quarterly analysis includes the Company's estimates of future cash flows using only the cash inflows and outflows that are directly related to each store over the remaining lease term. Key assumptions made by the Company and included within the cash flow estimates are future sales and gross margin projections. The Company determines the future sales and gross margin projections by considering each store's recent and historical performance, the Company's overall performance trends and projections and the potential impact of strategic initiatives on future performance. |
The Company's evaluations during the 13 and 26 weeks ended August 2, 2014, and August 3, 2013 included impairment testing of 70, 101, 38 and 47 stores and resulted in 63, 93, 2 and 8 stores being impaired, respectively, as their projected future cash flows were not sufficient to recover the net carrying value of their assets. Due to the Company's plan to wind down the Arden B brand, during the quarter ended May 3, 2014, it tested all Arden B stores with carrying value and the corporate assets associated with the Arden B website, which was also impaired as of May 3, 2014. The Company recorded the following non-cash charges within asset impairment in the condensed consolidated statements of operations to write down the carrying values of impaired stores' long-lived assets to their estimated fair values (in thousands except for number of stores): |
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| | 13 Weeks Ended | 26 Weeks Ended |
| | August 2, 2014 | | August 3, 2013 | | August 2, 2014 | | August 3, 2013 |
Aggregate carrying value of all long-lived assets impaired | | $ | 13,108 | | | $ | 262 | | | $ | 20,549 | | | $ | 2,135 | |
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Less: Impairment charges - stores | | 12,740 | | | 262 | | | 19,674 | | | 1,858 | |
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Impairment charges - corporate | | — | | | — | | | 384 | | | — | |
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Aggregate fair value of all long-lived assets impaired | | $ | 368 | | | $ | — | | | $ | 491 | | | $ | 277 | |
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Number of stores with asset impairment | | 63 | | | 2 | | | 93 | | | 8 | |
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Of the 7 stores that were tested and determined not to be impaired during the 13 weeks ended August 2, 2014, 4 could be deemed to be at risk of future impairment. When making this determination, the Company considered the potential impact that reasonably possible changes to sales and gross margin performance versus the Company's current projections for these stores could have on their current estimated cash flows. Of the $12.7 million in impairment charges for the 13 weeks ended August 2, 2014, $0.1 million was for Arden B stores. |
As noted above, the Company considers the potential impact expected from its strategic initiatives when determining the key assumptions to use within the projected cash flows for each store during its quarterly analysis. If the Company is not able to achieve its projected key financial metrics, and the strategic initiatives being implemented do not result in significant improvements in the Company's current financial performance trend, the Company may incur additional impairment in the future for those stores tested and not deemed to be impaired in its most recent quarterly analysis, as well as for additional stores not tested in its most recent quarterly analysis. |
Capitalized interest included in equipment and leasehold improvements, net, totaled less than $0.1 million during the 13 and 26 weeks ended August 2, 2014. |
Warrants for Common Stock and Embedded Derivatives |
The Company’s common stock warrants and embedded derivatives have been bifurcated from the debt host and are classified as liabilities on the condensed consolidated balance sheet. The Company records the warrants and embedded derivatives liabilities at fair value and adjusts the carrying values to their estimated fair value at each reporting date, with the increases or decreases in the fair values at each reporting date recorded as a gain or (loss) in the condensed consolidated statements of operations. Refer to Note 4, "Senior Convertible Notes and Warrants" and Note 5, "Fair Value Measurements and Disclosures." |
Income Taxes |
The Company accounts for income taxes in accordance with applicable accounting standards which require that the Company recognize deferred tax assets, which include net operating loss carryforwards (NOLs) and tax credits, and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax expense or benefit results from the change in net deferred tax assets or deferred tax liabilities. Such guidance requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Due to the Company's three-year cumulative operating losses, the Company established a valuation allowance against all of its deferred tax assets in fiscal 2012. In addition, the Company discontinued recording income tax benefits in the condensed consolidated statements of operations. The Company will not record income tax benefits until it is determined that it is more likely than not that the Company will generate sufficient taxable income to realize the deferred income tax assets. The Company remains in a cumulative three-year operating loss position and realization of its deferred income tax assets is not deemed to be more likely than not. Prospectively, as the Company continues to evaluate available evidence, it is possible that the Company may deem some or all of its deferred income tax assets to be realizable. |
The Company has approximately $165.0 million of federal NOLs available to offset taxable income in fiscal 2014 and thereafter, subject to certain annual limitations based on the provisions of Section 382 of the Internal Revenue Code. It is possible that the contemplated private placement and intended rights offering described in Note 10, "Subsequent Events," if completed, may result in additional ownership changes for purposes of Section 382. The Company's effective tax rates for the 13 and 26 weeks ended August 2, 2014, were approximately negative 0.1% and negative 0.3%, respectively, despite its net loss. These effective rates are due to certain state income taxes for fiscal 2014 that are not based on consolidated net income. The Company expects a negative 0.3% effective income tax rate for fiscal 2014, although a number of factors could cause its actual effective tax rate for fiscal 2014 to differ. |
Other Comprehensive Income |
Other comprehensive income refers to gains and losses that are recorded as an element of stockholders' equity but are excluded from net loss. Employers are required to recognize the over or under funded status of defined benefit plans and other postretirement plans in the statement of financial position and to recognize changes in the funded status in the year in which the changes occur through comprehensive (loss) income. Other comprehensive (loss) income in the condensed consolidated balance sheets is zero, due to the settlement of the Company’s supplemental employee retirement plan liability. Refer to Note 2, Stock-Based Compensation and Supplemental Employee Retirement Plan. |
Recent Accounting Pronouncements |
In April 2014, the Financial Accounting Standards Board ("FASB") issued amended guidance on the presentation of financial statements and reporting discontinued operations and disclosures of disposals of components of an entity within property, plant and equipment. This guidance amends the definition of a discontinued operation and requires entities to disclose additional information about disposal transactions that do not meet the discontinued-operations criteria. The effective date is for disposals that occur in annual periods (and interim periods therein) beginning on or after December 15, 2014. Early adoption is permitted. As discussed under "Basis of Presentation" above, the Company evaluated its wind down of the Arden B brand under the existing discontinued operations guidance and did not elect early adoption of this amended guidance. |
In May 2014, the FASB issued a new accounting standard which amends the existing accounting standards for revenue recognition. This new standard is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products are transferred to customers. The Company is required to adopt this new standard for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The new revenue accounting standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Based on the Company’s evaluation of this standard, adoption is not expected to have a material impact on the Company’s consolidated financial statements. |
In June 2014, the FASB issued a new stock compensation accounting standard, which requires an entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. Under this new standard, the performance target should not be reflected in estimating the grant-date fair value of the award, and compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved, and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered; if the performance target becomes probable of being achieved before the end of the requisite service period, then the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest, and should be adjusted to reflect those awards that ultimately vest. The Company is required to adopt this new standard for annual and interim periods beginning after December 15, 2015. The Company does not expect the adoption of this new standard to have a material impact on its consolidated financial statements. |
In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending February 3, 2018 and the Company will continue to assess the impact on its consolidated financial statements. |