Form 8-K
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 7, 2009
Wolverine World Wide, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-06024
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38-1185150 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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9341 Courtland Drive
Rockford, Michigan
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49351 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 7, 2009, Wolverine World Wide, Inc. (the Company) issued a press release
announcing its earnings for the Companys third 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:
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99.1 |
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Press Release dated October
7, 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. |
-2-
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.
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Dated: October 7, 2009 |
WOLVERINE WORLD WIDE, INC.
(Registrant)
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/s/ Donald T. Grimes
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Donald T. Grimes |
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Senior Vice President, Chief Financial
Officer and Treasurer |
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EXHIBIT INDEX
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Exhibit Number |
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Document |
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99.1 |
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Wolverine World Wide, Inc. Press Release dated October 7,
2009. |
Exhibit 99.1
Exhibit 99.1
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WOLVERINE WORLD WIDE, INC.
9341 Courtland Drive, Rockford, MI 49351
Phone (616) 866-5500; FAX (616) 866-0257 |
FOR IMMEDIATE RELEASE
CONTACT: Don Grimes
(616) 863-4404
WOLVERINE WORLD WIDE, INC. ANNOUNCES
FINANCIAL RESULTS FOR THIRD QUARTER 2009,
RAISES FULL-YEAR EARNINGS GUIDANCE
Rockford, Michigan, October 7, 2009 Wolverine World Wide, Inc. (NYSE: WWW) today reported
financial results for the third quarter of 2009 and raised full-year earnings per share guidance.
Adjusting for the negative impact of foreign exchange rates, revenue declined 6.9% in the
quarter to $296.8 million, as challenging trading conditions continued across most of the Companys
major markets. Reported revenue in the third quarter was $286.8 million, a decline of 10.1% versus
the prior year.
The Company continued to make substantial progress in the quarter with its strategic
restructuring plan, which is focused on generating significant efficiencies across the Companys
supply chain, logistics and backroom functions. Non-recurring restructuring and related charges of
$5.1 million, or $0.08 per fully diluted share, were recorded in the quarter. Adjusting for these
charges, fully diluted earnings in the quarter were $0.62 per share, equal to the $0.62 per share
in the prior year. Further adjusting for a negative $0.05 per share impact in the quarter from
foreign exchange, fully diluted earnings were $0.67 per share, 8.1% above the prior year. Reported
fully diluted earnings were $0.54 per share.
We are very pleased with our third quarter results, as the Company continues to deliver
excellent earnings performance in the most challenging economic environment that many of us have
ever experienced, stated Blake W. Krueger, the Companys CEO and President. We remain confident
that our multi-brand, multi-country business model and our execution against that model can deliver
exceptional results in a variety of economic climates.
Krueger continued, The strength of our brand portfolio coupled with our growth and efficiency
initiatives convince us that the Company is positioned for success as we cycle through the global
recession. Our key strategic objectives remain unchanged as we stay focused on growing our proven
brands via greater wholesale penetration, expanding our consumer-direct initiatives and further
extending into apparel and accessories. The demonstrated success of these strategies, combined with
our ability to generate permanent cost savings by mining for efficiencies throughout the
organization, has us poised to achieve accelerated profit growth in an improved consumer spending
environment.
more
Don Grimes, the Companys Chief Financial Officer, commented, The Companys impressive 2009
financial performance continued in the third quarter. A heightened emphasis on reducing
discretionary operating expenses and the recognition of benefits from new tax strategies helped us
achieve earnings per share, excluding restructuring and related charges, equal to the prior year in
extremely tough economic conditions.
Highlights for the quarter:
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Gross margin was 40.9%, compared to prior-year gross margin of 40.4%, after
adjusting for $1.3 million of non-recurring restructuring and related charges and
the impact of foreign exchange. Reported gross margin was 39.7%. |
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Operating expenses decreased 11.1% from the prior year after adjusting for
non-recurring restructuring and related charges, the benefit of a stronger U.S.
dollar, expenses directly related to newly-acquired brands, and increased pension
expense. Reported operating expenses in the quarter were $77.8 million, a 5.6%
decrease from the prior year. |
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The effective tax rate in the third quarter dropped to 26.6%, reflecting the
cumulative year-to-date benefits from the implementation of tax planning
strategies, related primarily to the Companys international operations. |
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Accounts receivable at quarter end were 7.1% lower than the prior years third
quarter, as the Company continues to closely monitor customers credit standing and
remains diligent regarding timely collections. |
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Third quarter inventory was down 5.2% compared to the prior year. As planned,
the Company made a meaningful reduction in inventory in the quarter and anticipates
continued inventory reduction by year-end 2009. |
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The Company has generated $71.1 million of cash from operations year to date,
helping reduce its revolver balance to $9.9 million at the end of the third
quarter, down from $34.8 million at the end of the second quarter. The Company
maintains a strong balance sheet with total interest-bearing debt of $11.6 million
offset by $78.5 million of cash and cash equivalents. |
more
The Company is pleased to announce that it is raising its full-year 2009 earnings guidance.
Excluding full-year restructuring and related charges, the Company now expects fully diluted
earnings per share in the range of $1.65 to $1.75 per share, up from its previous range of $1.55 to
$1.73 per fully diluted share. This earnings guidance continues to reflect an expected full-year
negative foreign exchange impact of $0.14 per fully diluted share and $0.12 per fully diluted share
of increased pension expense. The Company is also narrowing its expectation for full-year revenue
to a range of $1.080 billion to $1.110 billion. The midpoint of the revenue range remains
unchanged at $1.095 billion. Foreign exchange has negatively impacted year-to-date reported
revenue by approximately $41 million, and the Company expects minimal foreign exchange impact on
fourth quarter reported revenue. Reported fully diluted earnings per share for the year are now
expected to be in the range of $1.15 to $1.25, including the $0.50 per share midpoint of the
estimated range of restructuring and related charges.
Krueger concluded, Our year-to-date performance and our outlook for the fourth quarter give
us the confidence to raise our annual earnings guidance. We have an outstanding portfolio of
lifestyle brands that translates across geographies and appeals to a wide range of consumers. The
dedication of our team and our ongoing ability to deliver compelling style, innovation and
technical performance features in our branded products are enabling the Company to successfully
navigate the current environment and positioning us to continue delivering superior returns to our
shareholders.
The Company will host a conference call at 8:30 a.m. EDT today to discuss these results and
current business trends. To listen to the call at the Companys
website, go to www.wolverineworldwide.com, click on Investors in the navigation bar, and then click on
Webcast from the top navigation bar of the Investors page. To listen to the webcast, your
computer must have Windows Media Player, which can be downloaded for free at
www.wolverineworldwide.com. In addition, the conference call can be heard at www.streetevents.com.
A replay of the call will be available at the Companys website through October 21, 2009.
With a commitment to service and product excellence, Wolverine World Wide, Inc. is one of the
worlds leading marketers of branded casual, active lifestyle, work, outdoor sport and uniform
footwear and apparel. The Companys portfolio of highly recognized brands includes:
Bates®,
Chaco®, Cushe, Hush Puppies®,
HYTEST®, Merrell®,
Sebago® Soft
Style® and
Wolverine®. The Company also is the exclusive footwear
licensee of popular brands including CAT®, Harley-Davidson® and
Patagonia®. The
Companys products are carried by leading retailers in the U.S. and globally in 180 countries and
territories. For additional information, please visit our website, www.wolverineworldwide.com.
more
This press release contains forward-looking statements. In addition, words such as
estimates, anticipates, expects, intends, should, will, variations of such words and
similar expressions are intended to identify forward-looking statements. These statements are not
guarantees of future performance and involve certain risks, uncertainties and assumptions (Risk
Factors) that are difficult to predict with regard to timing, extent, likelihood and degree of
occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed
or forecasted in such forward-looking statements. Current uncertainty in global economic
conditions makes it particularly difficult to predict product demand and other related matters and
makes it more likely that the Companys actual results could differ materially from expectations.
Risk Factors include, among others: the Companys ability to successfully integrate and develop
the Cushe and Chaco brands and businesses; the successful implementation of the Companys strategic
restructuring plan; changes in duty structures in countries of import and export including
anti-dumping measures in Europe and other countries; trade defense actions by countries; the
Companys ability to implement and recognize benefits from tax planning strategies; changes in
consumer preferences or spending patterns; cancellation of orders for future delivery; changes in
planned customer demand, re-orders or at-once orders; the availability and pricing of foreign
footwear factory capacity; reliance on foreign sourcing; regulatory or other changes affecting the
supply of materials used in manufacturing; the availability of power, labor and resources in key
foreign sourcing countries, including China; the impact of competition and pricing; the impact of
changes in the value of foreign currencies and the relative value to the U.S. Dollar; integration
and operation of newly acquired and licensed businesses; the development of new initiatives; the
development of apparel; retail buying patterns; consolidation in the retail sector; changes in
economic and market conditions; acts and effects of war and terrorism; weather; and additional
factors discussed in the Companys reports filed with the Securities and Exchange Commission and
exhibits thereto. Other Risk Factors exist, and new Risk Factors emerge from time to time that may
cause actual results to differ materially from those contained in any forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results. Furthermore, the Company undertakes no obligation to
update, amend or clarify forward-looking statements.
# # #
WOLVERINE WORLD WIDE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
($000s, except per share data)
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12 Weeks Ended |
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36 Weeks Ended |
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September 12, |
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September 6, |
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September 12, |
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September 6, |
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2009 |
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2008 |
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2009 |
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2008 |
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Revenue |
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$ |
286,764 |
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$ |
318,852 |
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$ |
788,526 |
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$ |
874,452 |
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Cost of products sold |
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171,498 |
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190,122 |
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474,939 |
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521,762 |
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Restructuring and related costs |
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1,301 |
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4,639 |
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Gross profit |
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113,965 |
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128,730 |
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308,948 |
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352,690 |
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Gross margin |
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39.7 |
% |
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40.4 |
% |
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39.2 |
% |
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40.3 |
% |
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Selling, general, and
administrative expenses |
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74,015 |
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82,389 |
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222,158 |
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244,192 |
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Restructuring and related costs |
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3,787 |
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22,826 |
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Operating expenses |
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77,802 |
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82,389 |
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244,984 |
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244,192 |
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Operating profit |
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36,163 |
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46,341 |
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63,964 |
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108,498 |
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Operating margin |
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12.6 |
% |
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14.5 |
% |
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8.1 |
% |
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12.4 |
% |
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Interest expense, net |
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15 |
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309 |
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223 |
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674 |
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Other expense, net |
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(333 |
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(880 |
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79 |
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(1 |
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(318 |
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(571 |
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302 |
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673 |
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Earnings before income taxes |
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36,481 |
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46,912 |
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63,662 |
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107,825 |
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Income taxes |
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9,687 |
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15,721 |
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18,467 |
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36,121 |
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Net earnings |
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$ |
26,794 |
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$ |
31,191 |
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$ |
45,195 |
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$ |
71,704 |
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Diluted earnings per share |
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$ |
0.54 |
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$ |
0.62 |
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$ |
0.91 |
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$ |
1.41 |
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CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
($000s)
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September 12, |
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September 6, |
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2009 |
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2008 |
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ASSETS: |
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Cash & cash equivalents |
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$ |
78,539 |
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$ |
74,310 |
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Receivables |
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223,453 |
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240,522 |
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Inventories |
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183,983 |
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194,062 |
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Other current assets |
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24,352 |
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21,703 |
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Total current assets |
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510,327 |
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530,597 |
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Property, plant & equipment, net |
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75,741 |
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83,258 |
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Other assets |
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121,536 |
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107,839 |
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Total Assets |
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$ |
707,604 |
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$ |
721,694 |
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LIABILITIES & EQUITY: |
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Current maturities on long-term debt |
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$ |
556 |
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$ |
10,725 |
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Revolving credit agreement |
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9,900 |
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70,897 |
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Accounts payable and other accrued liabilities |
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148,398 |
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144,573 |
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Total current liabilities |
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158,854 |
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226,195 |
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Long-term debt |
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1,112 |
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Other non-current liabilities |
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75,143 |
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33,314 |
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Stockholders equity |
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472,495 |
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462,185 |
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Total Liabilities & Equity |
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$ |
707,604 |
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$ |
721,694 |
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As required by the Securities and Exchange Commission Regulation G, the following tables contain
information regarding the non-GAAP adjustments used by the Company in the presentation of its
financial results:
WOLVERINE WORLD WIDE, INC.
RECONCILIATION OF REPORTED FINANCIAL RESULTS TO ADJUSTED FINANCIAL RESULTS, EXCLUDING RESTRUCTURING AND RELATED COSTS
AND IMPACT OF FOREIGN EXCHANGE RATES*
(Unaudited)
($000s)
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As Reported |
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As Adjusted |
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Impact of |
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As Adjusted |
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12 Weeks Ended |
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Restructuring and |
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12 Weeks Ended |
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Foreign Exchange |
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12 Weeks Ended |
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September 12, 2009 |
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Related Costs(a) |
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September 12, 2009 |
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Rates(a) |
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September 12, 2009 |
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Revenue |
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$ |
286,764 |
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$ |
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$ |
286,764 |
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$ |
10,067 |
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$ |
296,831 |
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% change from prior year |
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(10.1 |
%) |
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(6.9 |
%) |
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Gross profit |
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$ |
113,965 |
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$ |
1,301 |
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$ |
115,266 |
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$ |
6,077 |
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$ |
121,343 |
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Gross margin |
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39.7 |
% |
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40.9 |
% |
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Diluted earnings per share |
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$ |
0.54 |
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$ |
0.08 |
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$ |
0.62 |
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$ |
0.05 |
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$ |
0.67 |
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% change from prior year |
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(12.9 |
%) |
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0.0 |
% |
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8.1 |
% |
RECONCILIATION OF REPORTED OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES, EXCLUDING RESTRUCTURING AND RELATED
COSTS, IMPACT OF FOREIGN EXCHANGE RATES, NEWLY-ACQUIRED BRANDS, AND INCREASED PENSION EXPENSE*
(Unaudited)
($000s)
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As Reported |
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Impact of |
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Newly- |
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Increased |
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As Adjusted |
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12 Weeks Ended |
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Restructuring and |
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Foreign Exchange |
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Acquired |
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Pension |
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12 Weeks Ended |
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September 12, 2009 |
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Related Costs(b) |
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Rates(b) |
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Brands(b) |
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Expense(b) |
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September 12, 2009 |
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Operating expenses |
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$ |
77,802 |
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$ |
(3,787 |
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$ |
2,063 |
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$ |
(808 |
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$ |
(2,047 |
) |
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$ |
73,223 |
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% change from prior year |
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(5.6 |
%) |
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(11.1 |
%) |
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(a) |
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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 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. |
RECONCILIATION OF EPS GUIDANCE TO ADJUSTED EPS GUIDANCE, EXCLUDING
RESTRUCTURING AND RELATED COSTS *
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Full-Year 2009 |
|
|
Restructuring |
|
|
Full-Year 2009 |
|
|
|
Guidance |
|
|
and Related |
|
|
Guidance |
|
|
|
(GAAP Basis) |
|
|
Costs(a) |
|
|
As Adjusted(a) |
|
|
Diluted earnings per share |
|
$ |
1.15 $1.25 |
|
|
$ |
0.50 |
(b) |
|
$ |
1.65 $1.75 |
|
|
|
|
(a) |
|
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. |
|
(b) |
|
This represents the midpoint of the estimated range of 2009 restructuring and related costs of
$33 million to $36 million, or $0.47 to $0.52 per fully diluted share. |
|
* |
|
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. 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. |