SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the first twelve week accounting period ended March 23, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 1-6024
WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 38-1185150
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9341 COURTLAND DRIVE, ROCKFORD, MICHIGAN 49351
(Address of Principal Executive Offices) (Zip Code)
(616) 866-5500
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes _X_ No ___
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practical date.
There were 18,408,358 shares of Common Stock, $1 par value,
outstanding as of April 15, 1996 of which 548,239 shares are held
as Treasury Stock.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
MARCH 23, DECEMBER 30, MARCH 25,
1996 1995 1995
(UNAUDITED) (AUDITED) (UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 8,920 $ 27,088 $ 3,286
Accounts receivable, less
allowances
March 23, 1996 - $3,450
December 30, 1995 - $3,407
March 25, 1995 - $4,323 78,746 83,392 64,299
Inventories:
Finished products 65,167 45,814 64,218
Raw materials and work in
process 40,995 42,536 32,244
106,162 88,350 96,462
Other current assets 34,461 15,896 11,733
Net current assets of
discontinued operations 26 149 2,066
TOTAL CURRENT ASSETS 228,315 214,875 177,846
PROPERTY, PLANT & EQUIPMENT
Gross cost 112,473 109,731 99,543
Less accumulated depreciation 63,979 62,846 63,398
48,494 46,885 36,145
OTHER ASSETS 22,389 21,794 25,769
TOTAL ASSETS $299,198 $283,554 $239,760
See notes to consolidated condensed financial statements.
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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS - CONTINUED
(THOUSANDS OF DOLLARS)
MARCH 23, DECEMBER 30, MARCH 25,
1996 1995 1995
(UNAUDITED) (AUDITED) (UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable to banks $ 3,160 $ 2,339 $ 2,467
Accounts payable and other
accrued liabilities 35,441 35,224 40,241
Current maturities of
long-term debt 84 84 170
TOTAL CURRENT LIABILITIES 38,685 37,647 42,878
LONG-TERM DEBT (less current
maturities) 42,569 30,594 52,701
OTHER NONCURRENT LIABILITIES 10,372 11,099 10,700
STOCKHOLDERS' EQUITY
Common Stock - par value $1,
authorized 25,000,000 shares;
shares issued (including
shares in treasury):
March 23, 1996 - 18,865,844 shares
December 30, 1995 - 18,782,580 shares
March 25, 1995 - 16,740,362 shares 18,866 18,783 16,740
Additional paid-in capital 71,183 70,716 19,771
Retained earnings 126,248 123,593 103,803
Accumulated translation
adjustments (349) (324) 246
Unearned compensation (1,649) (1,827) (1,079)
Cost of shares in treasury:
March 23, 1996 - 548,239 shares
December 30, 1995 - 547,913 shares
March 25, 1995 - 533,992 shares (6,727) (6,727) (6,000)
TOTAL STOCKHOLDERS' EQUITY 207,572 204,214 133,481
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $299,198 $283,554 $239,760
( ) - Denotes deduction.
See notes to consolidated condensed financial statements.
-3-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
(UNAUDITED)
12 WEEKS ENDED
MARCH 23, MARCH 25,
1996 1995
NET SALES AND OTHER OPERATING INCOME $ 83,842 $ 76,331
Cost of products sold 58,519 53,543
GROSS MARGIN 25,323 22,788
Selling and administrative expenses 20,489 18,913
OPERATING INCOME 4,834 3,875
OTHER EXPENSES (INCOME):
Interest expense 626 701
Interest income (407) (228)
Other - net (323) (217)
(104) 256
EARNINGS BEFORE INCOME TAXES 4,938 3,619
Income taxes 1,545 1,122
NET EARNINGS $ 3,393 $ 2,497
EARNINGS PER SHARE:
Primary $ .18 $ .15
Fully diluted $ .18 $ .15
CASH DIVIDENDS PER SHARE $ .040 $ .033
SHARES USED FOR NET EARNINGS
PER SHARE COMPUTATION:
Primary 18,814,872 16,683,028
Fully diluted 18,825,050 16,718,468
See notes to consolidated condensed financial statements.
-4-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
(UNAUDITED)
12 WEEKS ENDED
MARCH 23, MARCH 25,
1996 1995
OPERATING ACTIVITIES
Net earnings from continuing operations $ 3,393 $ 2,497
Depreciation, amortization and other
non-cash items (278) 657
Changes in operating assets and liabilities:
Accounts receivable 4,646 6,370
Inventories (17,812) (17,437)
Other current assets 4,308 2,094
Accounts payable and other accrued
liabilities 217 (1,043)
NET CASH USED IN OPERATING ACTIVITIES (5,526) (6,862)
FINANCING ACTIVITIES
Proceeds from long-term borrowings 12,000 12,090
Payments of long-term borrowings (25) (3,005)
Proceeds from short-term borrowings 821 3,035
Payments of short-term borrowings (2,000)
Cash dividends (738) (567)
Proceeds from shares issued under employee
stock plans 550 192
NET CASH PROVIDED BY FINANCING ACTIVITIES 12,608 9,745
INVESTING ACTIVITIES
Purchase of business product line (22,750)
Additions to property, plant and equipment (3,127) (2,515)
Other 627 (31)
NET CASH USED IN INVESTING ACTIVITIES (25,250) (2,546)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (18,168) 337
Cash and cash equivalents at beginning of year 27,088 2,949
CASH AND CASH EQUIVALENTS AT END OF FIRST QUARTER $ 8,920 $ 3,286
( ) - Denotes reduction in cash and cash equivalents.
See notes to consolidated condensed financial statements.
-5-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 23, 1996
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary for fair presentation have been included. For further
information, refer to the consolidated financial statements and footnotes
included in the Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 1995. Certain amounts in 1995 have been reclassified to
conform with the presentation used in 1996.
NOTE B - FLUCTUATIONS
The Company's sales are seasonal, particularly in its major divisions, The Hush
Puppies Company, The Wolverine Footwear Group and the Wolverine Slipper Group.
Seasonal sales patterns and the fact that the fourth quarter has sixteen or
seventeen weeks as compared to twelve weeks in each of the first three quarters
cause significant differences in sales and earnings from quarter to quarter.
These differences, however, follow a consistent pattern each year.
NOTE C - BUSINESS ACQUISITION
On March 22, 1996, the Company consummated the acquisition of certain net
assets of the Hy-Test product line from The Florsheim Shoe Company. The
purchase price at the closing date was $22,750,000 in cash and is subject to
change based on a review and agreement of both parties on the final closing
balance sheet. The preliminary purchase price has not been allocated to the
related assets and liabilities at March 23, 1996 and has been included in other
current assets in the consolidated condensed balance sheet because the primary
assets purchased were accounts receivable and inventories. A final purchase
price allocation will be completed in future periods.
NOTE D - EARNINGS PER SHARE
Primary earnings per share are computed based on the weighted average
shares of common stock outstanding during each period assuming that the
stock split described in Note C had been completed at the beginning of the
earliest period presented. Common stock equivalents (stock options) are
included in the computation of primary and fully diluted earnings per
share.
-6-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - COMPARISON OF FIRST QUARTER 1996 TO FIRST QUARTER
1995
First quarter net sales and other operating income of $83.8 million for
1996 exceeded 1995 levels by $7.5 million (a 9.8% increase). The Hush
Puppies Wholesale Division recognized an increase of $2.5 million or 10.6%,
despite the continuing slow retail environment. The Wolverine Footwear
Group continued its strong performance accounting for $2.2 million of the
increase in quarterly net sales and other operating income. Also, a sales
increase in the first quarter 1996 was generated by United States
Department of Defense contracts which helped to offset slight sales
decreases in the Wolverine Leather Division and the Wolverine Slipper
Group.
Gross margin as a percentage of net sales and other operating income for
the first quarter of 1996 was 30.2% compared to the prior year level of
29.9%. Improved margins were recognized in the Wolverine Footwear Group
through increased licensing revenues and manufacturing and sourcing
efficiencies. The Hush Puppies Retail Division reported a 6.5 percentage
point increase in gross margin due to lower promotional costs on key
selling merchandise. These improvements were offset by a slight decline in
the Wolverine Leather Division's performance, reporting a year-to-date $.8
million gross margin decrease as a result of balancing production to
reduced sales levels and erosion of pigskin procurement pricing margins.
Decreases in the Hush Puppies Wholesale Division resulted from the
continued soft retail climate which impacts both initial wholesale margins
and adjustments for retail promotional pricing requirements.
Selling and administrative costs totaling $20.5 million for the first
quarter of 1996 increased $1.6 million over the 1995 first quarter levels
of $18.9 million. First quarter selling, advertising and distribution
costs associated with the increased sales volume combined with advertising
and promotional investments for the Wolverine Footwear Group accounted for
$1.2 million of the increase. As a percentage of sales, first quarter 1996
costs decreased .4% to 24.4% from the 24.8% for the first quarter of 1995,
reflecting the effects of the cost controls. The Hush Puppies Wholesale
Division's distribution costs continue to decrease, reflecting the
implementation of the new incentive wage program designed to reduce costs
through increased productivity.
Interest expense for the first quarter of 1996 was $.6 million, compared to
$.7 million for the same period of 1995. The 1996 interest expense total
reflects a decrease in borrowings outstanding. Interest income of $.4
million in 1996 reflects an increase over the $.2 million for the
-7-
same period in 1995. The Company invested a portion of the funds from the
equity offering in the fourth quarter of 1995 which resulted in both a
decrease in borrowings and an increase in interest income.
The effective income tax rate on net earnings increased on a year-to-date
basis to 31.3% in 1996 from 31.0% in 1995. The effective tax rate reflects
the anticipated annualized rate for the Company giving consideration to the
non-taxable net earnings of foreign subsidiaries.
Net earnings of $3.4 million for the twelve weeks ended March 23, 1996
compared favorably to earnings of $2.5 million for the respective period of
1995 (a 35.9% increase). Earnings per share of $.18 for the first quarter
1996 compares to $.15 for the same period 1995 (a 20.0% increase),
reflecting the stock issuance from the equity offering. Increased earnings
are primarily a result of the items noted above.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Accounts receivable of $78.7 million at March 23, 1996 reflect an increase
of $14.4 million and a decrease of $4.6 million over the balances at March
25, 1995 and December 30, 1995, respectively. Inventories of $106.2
million at March 23, 1996 reflect increases of $9.7 million and $17.8
million over the balances at March 25, 1995 and December 30, 1995,
respectively. The increase in accounts receivable was directly related to
increased volume. Inventories were increased to meet anticipated future
demand in both wholesaling and manufacturing. First quarter footwear order
backlogs increased 13% when compared to 1995, supporting the need for
increased inventories.
Other current assets totaling $34.5 million at March 23, 1996 included
$22.8 million of unallocated Hy-Test assets purchased the last day of the
reporting period. The Hy-Test assets currently classified in other current
assets will be reclassified upon the completion of the due diligence
procedures on the closing balance sheet. Excluding the Hy-Test assets,
other current assets were unchanged from March 25, 1995 and $4.2 million
lower than December 30, 1995 levels. The decrease was a result of the
collection of the current portion of notes receivable from the 1992
disposition of the Brooks athletic footwear business.
Additions to property, plant and equipment of $2.7 million in the first
quarter of 1996 compares to $2.5 million reported during the same period in
1995. The majority of these expenditures are related to the modernization
of corporate facilities, expansion of warehouse facilities and purchases of
manufacturing equipment necessary to continue to upgrade the Company's
footwear and leather manufacturing facilities to respond to product demand
on a timely and cost-effective basis.
Short-term debt increased to $3.2 million at March 23, 1996 compared to
$2.5 million at March 25, 1995 and $2.3 million at December 30, 1995.
-8-
Long-term debt, excluding current maturities, of $42.6 million on March 23,
1996 compares to $52.7 million and $30.6 million at March 25, 1995 and
December 30, 1995, respectively. The increases in debt since December 30,
1995 was a result of the seasonal working capital requirements of the
Company. The decrease in long-term debt levels from March 25, 1995 is
attributable to the pay down of the Company's revolving credit facility
with funds generated by an equity offering discussed below.
It is expected that continued growth of the Company will require increases
in capital funding over the next several years. The combination of cash
flows from operations and available credit facilities are expected to be
sufficient to meet future capital needs.
The 1996 first quarter dividend declared of $.04 per share of common stock
represents approximately a 20.0% increase over the $.033 per share (post
split) declared for the first quarter of 1995. The dividend is payable May
1, 1996 to stockholders of record on April 1, 1996. Additionally, shares
issued under stock incentive plans provided cash of $.6 million in 1996
compared to $.2 million in 1995.
The Company further strengthened its financial position in 1995 through a
successful public offering of 1,737,500 shares of common stock at $29.875
per share. The $48.9 million of net proceeds from this offering were used
in part to reduce debt in the fourth quarter of 1995 and to acquire certain
assets of the Hy-Test work, safety and occupational footwear business of
The Florsheim Shoe Company for approximately $22,750,000 at the end of the
first quarter 1996.
INFLATION
Inflation has not had a significant effect on the Company over the past
three years nor is it expected to have a significant effect in the
foreseeable future. The Company continuously attempts to minimize the
effect of inflation through cost reductions and improved productivity.
-9-
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS. The following documents are filed as exhibits to this
report on Form 10-Q:
EXHIBIT
NUMBER DOCUMENT
3.1 Certificate of Incorporation, as amended. Previously filed as
Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for
the period ended June 18, 1994. Here incorporated by reference.
3.2 Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 1995. Here incorporated by reference.
4.1 Certificate of Incorporation, as amended. See Exhibit 3.1 above.
4.2 Rights Agreement dated as of May 7, 1987, as amended and restated
as of October 24, 1990. Previously filed with Amendment No. 1 to
the Company's Form 8-A filed November 13, 1990. Here
incorporated by reference. This agreement has been amended by
the Second Amendment to Rights Agreement included as Exhibit 4.6
below.
4.3 Amended and Restated Credit Agreement dated as of October 13,
1994 with NBD Bank, N.A. as Agent. Previously filed as Exhibit
4(c) to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994. Here incorporated by reference.
4.4 Note Agreement dated as of August 1, 1994 relating to 7.81%
Senior Notes. Previously filed as Exhibit 4(d) to the Company's
Quarterly Report on Form 10-Q for the period ended September 10,
1994. Here incorporated by reference.
4.5 The Registrant has several classes of long-term debt instruments
outstanding in addition to that described in Exhibit 4.4 above.
The amount of none of these classes of debt exceeds 10% of the
Company's total consolidated assets. The Company agrees to
furnish copies of any agreement defining the rights of holders of
any such long-term indebtedness to the Securities and Exchange
Commission upon request.
4.6 Second Amendment to Rights Agreement made as of October 28, 1994
(amending the Rights Agreement included as Exhibit 4.2 above).
Previously filed as Exhibit 4(f) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994. Here
incorporated by reference.
-10-
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K. No reports on Form 8-K have been filed
during the period for which this report is filed.
SIGNATURES
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 thereunto duly authorized.
WOLVERINE WORLD WIDE, INC.
AND SUBSIDIARIES
May 7, 1996 /S/STEPHEN L. GULIS, JR.
Date Stephen L. Gulis, Jr.
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer and Duly Authorized Signatory
of Registrant)
-11-
5
1,000
OTHER
DEC-28-1996
DEC-31-1995
MAR-23-1996
8,920
0
78,746
3,450
106,162
228,315
112,473
63,979
299,198
38,685
42,569
18,866
0
0
188,706
299,198
83,842
83,842
58,519
58,519
0
0
626
4,938
1,545
3,393
0
0
0
3,393
.18
.18
