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EX-99.1 - EXHIBIT 99.1 - WEST MARINE INCv384572_ex99-1.htm





Washington, D.C. 20549




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

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 24, 2014


  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 July 24, 2014, West Marine, Inc. issued a press release announcing its consolidated financial results for the 13-week period (second quarter) ended June 28, 2014 and for the 26-week period ended June 28, 2014. A copy of this press release is attached hereto as Exhibit 99.1.


The press release 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 exclude interest and fixed rent expense. 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 stockholder value. The ROIC reconciliation contained in the press release also presents ROIC using the most directly comparable measure, net income, which is calculated in accordance with accounting principles generally accepted in the United States (“GAAP”).


The press release also includes disclosure of earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the 13-week period (second quarter) ended June 28, 2014 and for the 26-week period ended June 28, 2014 and estimated EBITDA for fiscal year 2014. EBITDA is a supplemental non-GAAP financial measure commonly used by management and industry analysts to evaluate our operations. We believe that EBITDA provides useful information to investors regarding the operating performance of our business.


ROIC and EBITDA are not measures of financial performance under GAAP, and ROIC and EBITDA may not be defined and calculated by other companies in the same manner. Management has reconciled each non-GAAP financial measure 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 supplements to, and not as substitutes 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 July 24, 2014 (furnished pursuant to Item 2.02).






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.



Date: July 24, 2014 By: /s/ Thomas R. Moran  
    Thomas R. Moran  
    Executive Vice President and  
    Chief Financial Officer