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EX-99.1 - EXHIBIT 99.1 - WEST MARINE INCv335820_ex99-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 21, 2013

 

  West Marine, Inc.  
     
 
(Exact name of registrant as specified in its charter)
     

  

  Delaware   0-22512   77-0355502  
             
         

(State or other

jurisdiction of incorporation)

 

(Commission

File Number)

  (I.R.S. Employer Identification No.)
                     

  

 

500 Westridge Drive

Watsonville, California 95076

 
     
   
(Address of Principal Executive Offices, Including Zip Code)
         

 

  (831) 728-2700  
     
 
(Registrant’s Telephone Number, Including Area Code)
     

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 2.02. Results of Operations and Financial Condition.

 

On February 21, 2013, West Marine, Inc. issued a press release announcing its consolidated financial results for the 13-week period (fourth quarter) ended December 29, 2012 and for the 52-week period ended December 29, 2012. A copy of this press release is attached hereto as Exhibit 99.1.

 

The press release contains disclosure of adjusted net income and adjusted earnings per share for the fiscal fourth quarter 2011 and the 52-week period ended December 31, 2011.

Adjusted net income and adjusted earnings per share are not measures of financial performance calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). The press release contains tabular reconciliations of these non-GAAP measures to net income and earnings per share calculated in accordance with GAAP. We believe the 2011 income tax benefit from the release of substantially all of our valuation allowance is an aberration and, therefore, to provide a more useful comparison with past and future earnings, the non-GAAP measures remove income tax expense (benefit) as reported and apply our 2012 effective tax rate of 44.6% and 36.2% to fiscal fourth quarter 2011 and fiscal 2011 pre-tax income, respectively. Management believes these non-GAAP measures provide a more meaningful view of our year-over-year earnings and per-share performance trends.

 

The press release also contains disclosure of Return on Invested Capital (“ROIC”). ROIC is defined as adjusted net income divided by average total capital. Net income is adjusted to normalize our income tax rate and to exclude interest and fixed rent expense as well as any one-time or unusual items, such as impairment charges and gains or losses on the sale of assets. The exclusions from net income are calculated on an after-tax basis. Total capital is calculated by adding total debt, operating leases capitalized at eight times annual rent expense and total stockholders’ equity, minus cash and cash equivalents. Management believes that ROIC is a meaningful measure of its efficient and effective use of capital. We believe ROIC is an appropriate measure because it is driven by both generation of earnings and the responsible management of our assets, and we also believe it is closely correlated with creating shareholder value. The ROIC reconciliation table contained in the press release also presents ROIC using GAAP amounts.

 

Neither adjusted earnings per share nor ROIC are measures of financial performance under GAAP and may not be defined and calculated by other companies in the same manner. Management has reconciled these non-GAAP financial measures to the most directly comparable GAAP financial measures in the tables included in the press release filed as Exhibit 99.1 to this report. These non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

 

The information required to be furnished pursuant to Item 2.02 and Exhibit 99.1 of this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, except if we specifically incorporate it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

 
 

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Not Applicable.

 

(b) Not Applicable.

 

(c) Not Applicable.

 

(d) Exhibit:

 

99.1 Press Release dated February 21, 2013 (furnished pursuant to Item 2.02).

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  WEST MARINE, INC.
   
Date: February 21, 2013 By:  /s/ Thomas R. Moran
    Thomas R. Moran
Senior Vice President and
Chief Financial Officer