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): April 20, 2010
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 April 20, 2010, Wolverine World Wide, Inc. (the “Company”) issued a press release announcing its financial results for the Company’s first quarter of 2010, 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 April 20, 2010. 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.
         
Dated: April 20, 2010  WOLVERINE WORLD WIDE, INC.
(Registrant)
 
 
  /s/ Donald T. Grimes    
  Donald T. Grimes   
  Senior Vice President, Chief Financial Officer and Treasurer   

 

-3-


 

         
EXHIBIT INDEX
     
Exhibit Number   Document
 
   
99.1
  Wolverine World Wide, Inc. Press Release dated April 20, 2010.

 

Exhibit 99.1
Exhibit 99.1
     
(WOLVERINE LOGO)   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. REPORTS RECORD EARNINGS FOR THE FIRST QUARTER 2010 AND RAISES FULL YEAR GUIDANCE
Revenue Increases 11.6%; Adjusted EPS Grows 36.6% to $0.56
Rockford, Michigan, April 20, 2010 — Wolverine World Wide, Inc. (NYSE: WWW) today reported that strong revenue growth, gross margin expansion and operating expense leverage combined to generate record earnings in the first quarter of 2010.
Reported revenue for the first quarter was $284.9 million, an increase of 11.6% versus the prior year. Foreign exchange had a positive impact of 3.6% on revenue growth in the quarter. During the quarter, all four of the Company’s branded operating groups posted mid-single to double-digit revenue increases, balanced across all market segments and geographies.
Excluding $1.5 million of charges in the quarter related to the Company’s nearly-completed strategic restructuring plan, fully diluted earnings were a record $0.56 per share, compared to 2009 adjusted fully diluted earnings of $0.41 per share, an increase of 36.6%. Reported fully diluted earnings in the quarter were $0.54 per share compared to $0.21 per share in the first quarter of 2009.
“Wolverine World Wide had an exceptional start to the fiscal year, as clearly demonstrated by our excellent revenue growth and record earnings per share,” stated Blake W. Krueger, the Company’s Chairman and Chief Executive Officer. “Rigorous and consistent execution of our global business model has the Company well positioned to take advantage of improving global economic conditions.
“Our strong performance in the quarter was broad-based, with all of our branded wholesale footwear groups delivering excellent results and continued outstanding performance from our consumer direct business. While the Outdoor Group, led by the Merrell brand, remains the Company’s leading profit contributor, our Heritage Brands Group, Wolverine Footwear Group and Hush Puppies Group all contributed to our robust performance, posting strong double-digit earnings increases during the quarter.”
— more —

 

 


 

Q1 2010   page 2
Don Grimes, the Company’s Chief Financial Officer, commented, “Trading conditions and consumer confidence in most of our major markets have significantly improved, but we believe our performance in the quarter and our outlook for the balance of the year are driven not just by macroeconomic trends, but also by our brand portfolio’s differentiated product offerings and increasingly deep consumer connections.”
Highlights for the quarter:
   
The Company’s geographic diversification remains a key competitive advantage. During the quarter, international revenue accounted for 41.5% of the Company’s consolidated revenue versus 38.0% in the prior year.
 
   
Adjusted for restructuring and related charges in both years, gross margin in the quarter was 41.6%, compared to prior-year gross margin of 41.2%. Reported gross margin in the quarter was 41.3% versus 40.3% for the first quarter 2009.
 
   
Adjusted for restructuring and related charges in both years, operating expenses in the quarter were $78.5 million, or 27.6% of revenue, compared to $75.3 million, or 29.5% of revenue in the prior year. Reported operating expenses in the quarter were $79.1 million versus $87.5 million for the first quarter 2009.
 
   
Inventory at the end of the quarter was down $45.8 million, or 21.0%, compared to the prior year. Accounts receivable at the end of the quarter were up only 4.7%, substantially below the quarter’s revenue increase, driving significantly lower days sales outstanding.
 
   
The Company repurchased approximately 884,000 of its own shares in the quarter for an aggregate cost of $24.6 million. Wolverine continues to have an exceptionally strong balance sheet, with virtually no debt and $84.9 million of cash and cash equivalents at the end of the first quarter.
Based upon the strength of the first quarter’s results and very encouraging order trends throughout the quarter, the Company is increasing both its revenue and earnings per share guidance for the full fiscal year. For fiscal 2010, the Company is increasing its revenue estimate to a range of $1.160 billion to $1.190 billion, representing growth of 5.4% to 8.1% versus the prior year. Adjusting for restructuring charges in the range of $0.03 to $0.05 per share, the Company is also increasing its fully diluted earnings per share guidance to a range of $1.92 to $2.00, representing growth of 8.5% to 13.0% versus the prior year adjusted earnings per share. Reported earnings per share are anticipated in the range of $1.88 to $1.96.
— more —

 

 


 

Q1 2010   page 3
Krueger concluded, “We are extremely pleased with the Company’s performance in the first quarter of 2010 and the momentum in the business. We believe that the actions taken in 2009 to streamline our infrastructure, redouble our focus on product and brand innovation, and maintain the full price nature of our brands, combined with our ongoing financial discipline, have positioned the Company for an outstanding 2010.”
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 Company’s 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 Company’s website through May 4, 2010.
With a commitment to service and product excellence, Wolverine World Wide, Inc. is one of the world’s leading marketers of branded casual, active lifestyle, work, outdoor sport and uniform footwear and apparel. The Company’s 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 Company’s 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 —

 

 


 

Q1 2010   page 4
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 Company’s actual results could differ materially from expectations. Risk Factors include, among others: the Company’s ability to successfully develop the Cushe and Chaco brands and businesses; the successful completion of the Company’s 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 Company’s 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; 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 Company’s 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 CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
($000s, except per share data)
                 
    12 Weeks Ended  
    March 27,     March 28,  
    2010     2009  
 
               
Revenue
  $ 284,897     $ 255,324  
Cost of products sold
    166,327       150,061  
Restructuring and related costs
    981       2,320  
 
           
Gross profit
    117,589       102,943  
Gross margin
    41.3 %     40.3 %
 
               
Selling, general and administrative expenses
    78,540       75,320  
Restructuring and related costs
    517       12,138  
 
           
Operating expenses
    79,057       87,458  
 
           
 
               
Operating profit
    38,532       15,485  
Operating margin
    13.5 %     6.1 %
 
               
Interest expense, net
    89       89  
Other (income), net
    (230 )     (108 )
 
           
 
    (141 )     (19 )
 
           
Earnings before income taxes
    38,673       15,504  
 
               
Income taxes
    11,214       5,009  
 
           
 
               
Net earnings
  $ 27,459     $ 10,495  
 
           
 
               
Diluted earnings per share
  $ 0.54     $ 0.21  
 
           
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
($000s)
                 
    March 27,     March 28,  
    2010     2009  
ASSETS:
               
Cash & cash equivalents
  $ 84,944     $ 56,830  
Receivables
    207,735       198,465  
Inventories
    171,833       217,619  
Other current assets
    20,677       22,269  
 
           
Total current assets
    485,189       495,183  
Property, plant & equipment, net
    72,184       80,291  
Other assets
    128,191       116,860  
 
           
Total Assets
  $ 685,564     $ 692,334  
 
           
 
               
LIABILITIES & EQUITY:
               
Current maturities on long-term debt
  $ 496     $ 483  
Revolving credit agreement
          93,000  
Accounts payable and other accrued liabilities
    117,601       98,177  
 
           
Total current liabilities
    118,097       191,660  
Long-term debt
    496       959  
Other non-current liabilities
    85,119       71,661  
Stockholders’ equity
    481,852       428,054  
 
           
Total Liabilities & Equity
  $ 685,564     $ 692,334  
 
           

 

 


 

WOLVERINE WORLD WIDE, INC.
REVENUE BY OPERATING GROUP
(Unaudited)
($000s)
                                                 
    12 Weeks Ended  
    March 27, 2010     March 28, 2009     Change  
    Revenue     % of Total     Revenue     % of Total     $     %  
 
                                               
Outdoor Group
  $ 113,516       39.8 %   $ 98,075       38.4 %   $ 15,441       15.7 %
Wolverine Footwear Group
    56,653       19.9 %     53,427       20.9 %     3,226       6.0 %
Heritage Brands Group
    49,396       17.3 %     46,199       18.1 %     3,197       6.9 %
Hush Puppies Group
    39,253       13.8 %     34,727       13.6 %     4,526       13.0 %
Other
    2,820       1.0 %     2,656       1.1 %     164       6.2 %
 
                                   
Total branded footwear, apparel and licensing revenue
    261,638       91.8 %     235,084       92.1 %     26,554       11.3 %
Other business units
    23,259       8.2 %     20,240       7.9 %     3,019       14.9 %
 
                                   
 
                                               
Total Revenue
  $ 284,897       100.0 %   $ 255,324       100.0 %   $ 29,573       11.6 %
 
                                   
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
($000s)
                 
    12 Weeks Ended  
    March 27,     March 28,  
    2010     2009  
OPERATING ACTIVITIES:
               
Net earnings
  $ 27,459     $ 10,495  
Adjustments necessary to reconcile net earnings to net cash used in operating activities:
               
Depreciation and amortization
    3,861       4,282  
Deferred income taxes
    157       555  
Stock-based compensation expense
    2,100       1,548  
Pension
    (7,126 )     1,179  
Restructuring and other transition costs
    1,498       14,458  
Cash payments related to restructuring
    (3,813 )     (4,212 )
Other
    3,697       651  
Changes in operating assets and liabilities
    (71,363 )     (70,429 )
 
           
Net cash used in operating activities
    (43,530 )     (41,473 )
 
               
INVESTING ACTIVITIES:
               
Business acquisitions
          (7,954 )
Additions to property, plant and equipment
    (2,168 )     (2,890 )
Other
    (509 )     (516 )
 
           
Net cash used in investing activities
    (2,677 )     (11,360 )
 
               
FINANCING ACTIVITIES:
               
Net borrowings under revolver
          33,500  
Cash dividends paid
    (5,416 )     (5,366 )
Purchase of common stock for treasury
    (25,438 )     (6,195 )
Other
    5,350       490  
 
           
Net cash (used in) provided by financing activities
    (25,504 )     22,429  
 
               
Effect of foreign exchange rate changes
    (3,784 )     (2,268 )
 
           
Decrease in cash and cash equivalents
    (75,495 )     (32,672 )
 
               
Cash and cash equivalents at beginning of year
    160,439       89,502  
 
           
Cash and cash equivalents at end of year
  $ 84,944     $ 56,830  
 
           

 

 


 

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*
(Unaudited)
($000s, except per share data)
                         
    As Reported             As Adjusted  
    12 Weeks Ended     Restructuring and     12 Weeks Ended  
    March 27, 2010     Related Costs(a)     March 27, 2010  
 
                       
Gross profit
  $ 117,589     $ 981     $ 118,570  
Gross margin
    41.3 %             41.6 %
 
                       
Operating expenses
  $ 79,057     $ (517 )   $ 78,540  
% of revenue
    27.7 %             27.6 %
 
                       
Diluted earnings per share
  $ 0.54     $ 0.02     $ 0.56  
% change from prior year
    157.1 %             36.6 %
                         
    As Reported             As Adjusted  
    12 Weeks Ended     Restructuring and     12 Weeks Ended  
    March 28, 2009     Related Costs(a)     March 28, 2009  
 
                       
Gross profit
  $ 102,943     $ 2,320     $ 105,263  
Gross margin
    40.3 %             41.2 %
 
                       
Operating expenses
  $ 87,458     $ (12,138 )   $ 75,320  
% of revenue
    34.3 %             29.5 %
 
                       
Diluted earnings per share
  $ 0.21     $ 0.20     $ 0.41  
     
(a)  
These adjustments present the Company’s results of operations on a continuing basis without the effects of fluctuations in 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.
 
*  
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.

 

 


 

WOLVERINE WORLD WIDE, INC.
RECONCILIATION OF EPS GUIDANCE TO ADJUSTED EPS GUIDANCE, EXCLUDING
RESTRUCTURING AND RELATED COSTS *
(Unaudited)
                         
    Full-Year 2010     Restructuring     Full-Year 2010  
    Guidance     and Related     Guidance  
    (GAAP Basis)     Costs(a)     As Adjusted  
 
                       
Diluted earnings per share
  $ 1.88 - $1.96     $ 0.04 (b)   $ 1.92 - $2.00  
     
(a)  
These adjustments present the Company’s 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 2010 restructuring and related costs of $2.5 million to $3.5 million, or $0.03 to $0.05 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.