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): July 15, 2009
Wolverine World Wide,
Inc.
(Exact name of registrant as
specified in its charter)
Delaware | 001-06024 | 38-1185150 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
9341 Courtland
Drive Rockford, Michigan |
49351 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (616) 866-5500
(Former name or former address if changed since last report.) |
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 15, 2009, Wolverine World Wide, Inc. (the “Company”) issued a press release announcing its earnings for the Company’s second quarter of 2009, attached as Exhibit 99.1 to this Form 8-K (the “8-K”), which is here incorporated by reference. This 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits: | |||||||
99.1 | Press Release dated July 15, 2009. This Exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. |
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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 hereunto duly authorized.
Dated: July 15, 2009 | WOLVERINE WORLD WIDE, INC. (Registrant) |
|
/s/ Donald T. Grimes | ||
Donald T. Grimes Senior Vice President, Chief Financial Officer and Treasurer |
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EXHIBIT INDEX
Exhibit Number | Document | |
99.1
|
Wolverine World Wide, Inc. Press Release dated July 15, 2009. |
WOLVERINE WORLD WIDE, INC. 9341 Courtland Drive, Rockford, MI 49351 Phone (616) 866-5500; FAX (616) 866-0257 |
Q2 2009 | page 2 |
| Adjusting for $1.0 million of non-recurring restructuring and related charges
that are included in cost of sales and the impact of foreign exchange, gross margin
was 37.7%, compared to prior-year gross margin of 38.3%, as higher product costs
and a higher percentage of close-out sales more than offset selective price
increases. Reported gross margin was 37.3%. |
| Operating expenses decreased 6.0% from the prior year after adjusting for
non-recurring restructuring and related charges, the benefit from a stronger U.S.
dollar, expenses directly related to the newly acquired Chaco and Cushe brands, and
increased pension expense. Reported operating expenses in the quarter were $79.7
million. |
| Accounts receivable at quarter end were down 6.5% compared to the prior years
second quarter. The Company continues to closely monitor customers credit
standing and improved its days sales outstanding with increased efforts towards
timely collections. |
| Inventory at the end of the second quarter was up 6.9% compared to the prior
year, a substantial improvement versus the two most recent fiscal quarters. Of the
$11.9 million inventory increase, approximately half related to newly acquired
brands, the strategic pre-buy of inventory referenced last quarter, and a planned
increase in the Wolverine Leathers business inventory as it transitioned to an
outsource model. The Company remains comfortable with its inventory position and
is on track to end the year with inventory meaningfully lower than year end 2008. |
Q2 2009 | page 3 |
| As planned, the Company significantly reduced its revolver balance, from $93.0
million at the end of the first quarter to $34.8 million at the end of the second
quarter. The Company ended the quarter with $79.2 million in cash and substantial
overall liquidity. |
Q2 2009 | page 4 |
12 Weeks Ended | 24 Weeks Ended | |||||||||||||||
June 20, | June 14, | June 20, | June 14, | |||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Revenue |
$ | 246,438 | $ | 267,362 | $ | 501,762 | $ | 555,600 | ||||||||
Cost of products sold |
153,380 | 164,963 | 303,441 | 331,640 | ||||||||||||
Restructuring and related costs |
1,018 | | 3,338 | | ||||||||||||
Gross profit |
92,040 | 102,399 | 194,983 | 223,960 | ||||||||||||
Gross margin |
37.3 | % | 38.3 | % | 38.9 | % | 40.3 | % | ||||||||
Selling, general, and administrative expenses |
72,823 | 76,511 | 148,143 | 161,803 | ||||||||||||
Restructuring and related costs |
6,901 | | 19,039 | | ||||||||||||
Operating expenses |
79,724 | 76,511 | 167,182 | 161,803 | ||||||||||||
Operating profit |
12,316 | 25,888 | 27,801 | 62,157 | ||||||||||||
Operating margin |
5.0 | % | 9.7 | % | 5.5 | % | 11.2 | % | ||||||||
Interest expense, net |
119 | 302 | 208 | 365 | ||||||||||||
Other expense, net |
520 | 312 | 412 | 879 | ||||||||||||
639 | 614 | 620 | 1,244 | |||||||||||||
Earnings before income taxes |
11,677 | 25,274 | 27,181 | 60,913 | ||||||||||||
Income taxes |
3,771 | 8,462 | 8,780 | 20,400 | ||||||||||||
Net earnings |
$ | 7,906 | $ | 16,812 | $ | 18,401 | $ | 40,513 | ||||||||
Diluted earnings per share |
$ | 0.16 | $ | 0.33 | $ | 0.38 | $ | 0.79 | ||||||||
June 20, | June 14, | |||||||
2009 | 2008 | |||||||
ASSETS: |
||||||||
Cash & cash equivalents |
$ | 79,171 | $ | 77,923 | ||||
Receivables |
182,881 | 195,572 | ||||||
Inventories |
183,661 | 171,731 | ||||||
Other current assets |
23,253 | 23,388 | ||||||
Total current assets |
468,966 | 468,614 | ||||||
Property, plant & equipment, net |
77,998 | 84,388 | ||||||
Other assets |
120,798 | 110,140 | ||||||
Total Assets |
$ | 667,762 | $ | 663,142 | ||||
LIABILITIES & EQUITY: |
||||||||
Current maturities on long-term debt |
$ | 549 | $ | 10,725 | ||||
Revolving credit agreement |
34,800 | 30,500 | ||||||
Accounts payable and other accrued liabilities |
116,179 | 121,347 | ||||||
Total current liabilities |
151,528 | 162,572 | ||||||
Long-term debt |
1,094 | | ||||||
Other non-current liabilities |
72,689 | 36,901 | ||||||
Stockholders equity |
442,451 | 463,669 | ||||||
Total Liabilities & Equity |
$ | 667,762 | $ | 663,142 | ||||
As Reported | Impact of | As Adjusted | ||||||||||||||
12 Weeks Ended | Restructuring and | Foreign Exchange | 12 Weeks Ended | |||||||||||||
June 20, 2009 | Related Costs(a) | Rates(a) | June 20, 2009 | |||||||||||||
Revenue |
$ | 246,438 | $ | | $ | 12,697 | $ | 259,135 | ||||||||
% change from prior year |
(7.8 | %) | (3.1 | %) | ||||||||||||
Gross profit |
$ | 92,040 | $ | 1,018 | $ | 4,541 | $ | 97,599 | ||||||||
Gross margin |
37.3 | % | 37.7 | % |
As Reported | As Adjusted | |||||||||||
12 Weeks Ended | Restructuring and | 12 Weeks Ended | ||||||||||
June 20, 2009 | Related Costs(b) | June 20, 2009 | ||||||||||
Diluted earnings per share |
$ | 0.16 | $ | 0.11 | $ | 0.27 |
As Reported | Impact of | Newly | Increased | As Adjusted | ||||||||||||||||||||
12 Weeks Ended | Restructuring and | Foreign Exchange | Acquired | Pension | 12 Weeks Ended | |||||||||||||||||||
June 20, 2009 | Related Costs(c) | Rates(c) | Brands(c) | Expense(c) | June 20, 2009 | |||||||||||||||||||
Operating expenses |
$ | 79,724 | $ | (6,901 | ) | $ | 3,697 | $ | (2,377 | ) | $ | (2,153 | ) | $ | 71,990 | |||||||||
% change from prior year |
4.2 | % | (6.0 | %) |
(a) | These adjustments present the Companys results of operations on a continuing basis without the
effects of fluctuations in restructuring and related costs or impact of foreign exchange rates.
The adjusted financial results are used by management to, and allow investors to, evaluate the
operating performance of the Company on a comparable basis. |
|
(b) | These adjustments present the Companys results of operations on a continuing basis without the
effects of restructuring and related costs. The adjusted financial results are used by management
to, and allow investors to, evaluate the operating performance of the Company on a comparable
basis. |
|
(c) | These adjustments present the Companys results of operations on a continuing basis without the
effects of fluctuations in restructuring and related costs, impact of foreign exchange rates, newly
acquired brands or increased pension expense. The adjusted financial results are used by
management to, and allow investors to, evaluate the operating performance of the Company on a
comparable basis. |
|
* | To supplement the consolidated financial statements presented in accordance with Generally
Accepted Accounting Principles (GAAP), the Company describes what certain financial measures
would have been in the absence of restructuring and related costs, impact of foreign exchange
rates, newly acquired brands and increased pension expense. The Company believes these
non-GAAP measures provide useful information to both management and investors to increase
comparability to the prior period by adjusting for certain items that may not be indicative of
core operating measures. Management does not, nor should investors, consider such non-GAAP
financial measures in isolation from, or as a substitution for, financial information prepared
in accordance with GAAP. A reconciliation of all non-GAAP measures included in this press
release, to the most directly comparable GAAP measures, are found in the financial tables
above. |
Full-Year 2009 | Impact of | Full-Year 2009 | ||||||||||
Guidance | Foreign Exchange | Guidance | ||||||||||
(GAAP Basis) | Rate Changes(a) | As Adjusted(a) | ||||||||||
Revenue |
$ | 1.070 - $1.120 | $ | 0.050 | (b) | $ | 1.120 - $1.170 |
Full-Year 2009 | Restructuring | Full-Year 2009 | ||||||||||
Guidance | and Related | Guidance | ||||||||||
(GAAP Basis) | Costs(c) | As Adjusted(c) | ||||||||||
Diluted earnings per share |
$ | 1.07 - $1.25 | $ | 0.48 | (d) | $ | 1.55 - $1.73 |
(a) | These adjustments present the Companys full-year revenue guidance on a continuing basis
without the effects of expected foreign exchange rate changes. The adjusted guidance is used by
management to, and allows investors to, evaluate the anticipated operating performance of the
Company on a comparable basis. |
|
(b) | This represents the midpoint of the estimated range of the expected negative foreign exchange
impact on revenue of $40 million to $60 million. |
|
(c) | These adjustments present the Companys full-year earnings per share guidance on a continuing
basis without the effects of restructuring and related costs. The adjusted guidance is used by
management to, and allows investors to, evaluate the anticipated operating performance of the
Company on a comparable basis. |
|
(d) | This represents the midpoint of the estimated range of restructuring and related costs of $33
million to $36 million. |
|
* | To supplement the consolidated financial statements presented in accordance with Generally
Accepted Accounting Principles (GAAP), the Company describes what certain financial measures
would have been in the absence of restructuring and related costs and impact of foreign
exchange rates. The Company believes these non-GAAP measures provide useful information to
both management and investors to increase comparability to the prior period by adjusting for
certain items that may not be indicative of core operating measures. Management does not, nor
should investors, consider such non-GAAP financial measures in isolation from, or as a
substitution for, financial information prepared in accordance with GAAP. A reconciliation of
all non-GAAP measures included in this press release, to the most directly comparable GAAP
measures, are found in the financial tables above. |