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EX-99.1 - EXHIBIT 99.1 - WEST MARINE INCv326630_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): October 25, 2012

 

  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 October 25, 2012, West Marine, Inc. issued a press release announcing its condensed consolidated financial results for the 13-week period (third quarter) ended September 29, 2012 and for the 39-week period ended September 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 third quarter 2011 and the 39-week period ended October 1, 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 39.4% and 40.0% to fiscal third quarter 2011 and the first 39 weeks of 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. 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 October 25, 2012 (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:  October 25, 2012 By:  /s/ Thomas R. Moran  
    Thomas R. Moran  
    Senior Vice President and  
    Chief Financial Officer