Attached files

file filename
EX-99.1 - EXHIBIT 99.1 - WEST MARINE INCv408909_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): April 30, 2015

 

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

 

Delaware   0-22512   77-0355502
(State or other   (Commission   (I.R.S. Employer
jurisdiction of incorporation)   File Number)   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 April 30, 2015, West Marine, Inc. issued a press release announcing its condensed consolidated financial results for the 13-week period (first quarter) ended April 4, 2015. A copy of this press release is attached hereto as Exhibit 99.1.

 

In addition to disclosing financial results that are determined in accordance with accounting principles, generally accepted in the United States (“GAAP”), the press release discloses EBITDA, which is a non-GAAP financial measure, as a supplemental measure to help investors evaluate our fundamental operational performance. EBITDA is defined as net income (loss) plus interest expense, depreciation and amortization, and income tax expense. EBITDA is not a presentation made in accordance with GAAP, is not a measure of financial performance or condition, liquidity or profitability, and should not be considered as alternatives to (1) net income, operating income or any other performance measures determined in accordance with GAAP or (2) operating cash flows determined in accordance with GAAP. Additionally, EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements and replacements of fixed assets. By eliminating interest, income taxes, depreciation and amortization, we believe the result is a useful measure across time in evaluating our fundamental core operating performance.

 

Our presentation of EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentation of EBITDA may not be comparable to other similarly titled measures of other companies. Management believes that the presentation of EBITDA is useful to investors because these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of the operating performance of companies in industries similar to ours. Management also uses EBITDA to evaluate our operations. However, as indicated, EBITDA does not include interest expense on borrowed money, the payment of income taxes, amortization of our definite-lived intangible assets, or depreciation expense on our capital assets, which are necessary elements of our operations. Since EBITDA does not account for these and other expenses, its utility as a measure of our operating performance has limitations. Due to these limitations, management does not view EBITDA in isolation, but also uses other measurements, such as net income, revenues and gross profit, to measure operating performance.

 

Management has reconciled this 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. This non-GAAP measure 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:

 

99.1Press Release dated April 30, 2015 (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: April 30, 2015 By:   /s/ Matthew L. Hyde
    Matthew L. Hyde
    President and
    Chief Executive Officer