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 29, 2014
Wolverine World Wide, Inc.
(Exact Name of Registrant as
Specified in its Charter)
Delaware |
|
001-06024 |
|
38-1185150 |
(State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
of Incorporation) |
|
File Number) |
|
Identification No.) |
9341 Courtland Drive |
|
|
Rockford, Michigan |
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49351 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrants telephone number, including area code: (616) 866-5500
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 29, 2014, Wolverine World Wide, Inc. (the Company) issued a press release announcing its financial results for the Companys first quarter of 2014, 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 29, 2014. 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.
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 29, 2014 |
WOLVERINE WORLD WIDE, INC. | |
|
| |
|
| |
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/s/ Donald T. Grimes | |
|
|
Donald T. Grimes |
|
|
Senior Vice President, Chief Financial |
|
|
Officer and Treasurer |
EXHIBIT INDEX
Exhibit Number |
|
Document |
|
|
|
99.1 |
|
Wolverine World Wide, Inc. Press Release dated April 29, 2014. |
Exhibit 99.1
9341 Courtland Drive, Rockford, MI 49351 Phone (616) 866-5500; Fax (616) 866-0257 | |
|
|
|
FOR IMMEDIATE RELEASE CONTACT: Don Grimes (616) 863-4404 |
WOLVERINE WORLDWIDE ANNOUNCES FINANCIAL RESULTS FOR FIRST QUARTER 2014; REAFFIRMS FULL-YEAR REVENUE AND EARNINGS GUIDANCE
Rockford, Michigan, April 29, 2014 Wolverine Worldwide (NYSE: WWW) today reported financial results for its first fiscal quarter ended March 22, 2014 that included revenue in line with expectations and adjusted diluted earnings per share that surpassed the Companys guidance.
First quarter highlights include:
· Revenue in the quarter, as expected, declined modestly to $627.6 million, a decrease of 2.8% versus the prior year. Growth from the Performance Group and Heritage Group was offset by softness in the Lifestyle Group.
· Gross margin was 40.8%, an increase of 20 basis points from 40.6% in the prior year first quarter.
· Excluding acquisition-related integration expenses, adjusted operating expenses in the quarter were $190.5 million, a decrease of 2.8% compared to the prior years adjusted results. As a percentage of revenue, adjusted operating expenses were essentially flat with the prior year. Reported operating expenses in the quarter were $192.1 million.
· Adjusted fully diluted earnings per share were $0.38, strong performance that was well above the Companys expectations going into the quarter, compared to $0.41 in the prior year. Reported fully diluted earnings per share were $0.36, a 20% increase compared to the prior years reported earnings of $0.30 per share.
First quarter revenue performance was tempered by continued soft traffic at retail in the U.S., the strategic realignment of Sperry Top-Siders U.S. distribution, extreme weather conditions in the U.S. and the U.K., and the impact of the shift in timing of Easter business to the second quarter.
We expect fiscal 2014 to be another record year for the Company, driven, in part, by our excellent earnings performance in the first quarter, said Blake W. Krueger, the Companys Chairman and Chief Executive Officer. Our diverse global business model which is focused on 16 brands and multiple consumer groups, distribution channels, and geographies is one of our Companys greatest strengths. We believe our global
geographic balance, brand diversity, and focus on product creation and forging strong connections with our consumers will drive revenue and earnings growth in 2014.
Additional details for the quarter:
· Foreign exchange translation lowered reported revenue in the quarter by $1.5 million.
· The reported effective tax rate in the quarter was 28.5%, significantly above the prior year due to a higher mix of earnings in the United States and the absence of the research and development federal tax credit.
· Inventory at the end of the first quarter was down 4.4% compared to the prior year, reflecting the Companys continued discipline in managing working capital.
Based on the first quarter results and outlook for the remainder of the year, the Company is reaffirming its full-year revenue forecast in the range of $2.775 to $2.85 billion growth of 3% to 6% compared to prior year revenue of $2.69 billion. The Company is also reaffirming its adjusted earnings forecast in the range of $1.57 to $1.63 per share growth of 10% to 14% compared to prior year adjusted earnings per share of $1.43. On a reported basis, earnings per share are expected in the range of $1.48 to $1.54 per share.
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 Investor Relations in the navigation bar, and then click on Webcasts & Presentations from the side navigation bar of the Investor Relations page. To listen to the webcast, your computer must have a streaming 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 June 20, 2014.
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, athletic, childrens and uniform footwear and apparel. The Companys portfolio of highly recognized brands includes: Merrell®, Sperry Top-Sider®, Hush Puppies®, Saucony®, Wolverine®, Keds®, Stride Rite®, Sebago®, Cushe®, Chaco®, Bates®, HYTEST®, and Soft Style®. The Company also is the global 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 over 200 countries and territories. For additional information, please visit our website, www.wolverineworldwide.com.
This press release contains forward-looking statements, including statements regarding expected 2014 financial performance, the Companys growth prospects for 2014 and beyond, and statements about continued effectiveness of the Companys global business model. In addition, words such as estimates, anticipates, believes, forecasts, plans, predicts, projects, is likely, 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. Risk Factors include, among others: the Companys ability to continue to integrate and realize the benefits of the PLG Acquisition on a timely basis or at all; the Companys ability to successfully develop its brands and businesses; changes in interest rates, tax laws, duty structures, tariffs, quotas, or applicable assessments in countries of import and export including anti-dumping measures and trade defense actions; changes in consumer preferences, spending patterns, buying patterns, or price sensitivity; changes in future pension funding requirements and pension expenses; the ability to secure and protect owned intellectual property or use licensed intellectual property; cancellation of orders for future delivery, or the failure of the Department of Defense to exercise future purchase options or award new contracts, or the cancellation of existing contracts by the Department of Defense or other military purchasers; changes in planned customer demand, re-orders, or at-once orders; changes in relationships with, including the loss of, significant customers; the availability and pricing of footwear manufacturing capacity; reliance on foreign sourcing; failure of international licensees and distributors to meet sales goals or to make timely payments on amounts owed; disruption of technology systems; regulatory or other changes affecting the supply or price of materials used in manufacturing; the impact of regulatory or legal proceedings and legal compliance risks; the availability of power, labor, and resources in key foreign sourcing countries, including China; the cost, availability, and management of raw materials, inventories, services, and labor for owned and contract manufacturers; the impact of competition and pricing; the impact of changes in the value of foreign currencies; the development of new initiatives; the risks of doing business in developing countries and politically or economically volatile areas; retail buying patterns; consolidation in the retail sector; changes in economic and market conditions; acts and effects of war and terrorism; seasonality and weather; problems affecting the Companys distribution system, including service interruptions at shipping and receiving ports; the failure to maintain the security of personally identifiable and other information of customers, stockholders, and employees; and additional factors discussed in the Companys reports filed with the Securities and Exchange Commission and exhibits thereto. The foregoing Risk Factors, as well as other existing Risk Factors and new Risk Factors that emerge from time to time, 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)
(in millions, except per share data)
|
|
12 Weeks Ended |
| ||||
|
|
March 22, |
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March 23, |
| ||
|
|
2014 |
|
2013 |
| ||
|
|
|
|
|
| ||
Revenue |
|
$ |
627.6 |
|
$ |
645.9 |
|
Cost of goods sold |
|
371.4 |
|
383.8 |
| ||
Restructuring costs |
|
0.4 |
|
|
| ||
Gross profit |
|
255.8 |
|
262.1 |
| ||
Gross margin |
|
40.8 |
% |
40.6 |
% | ||
|
|
|
|
|
| ||
Selling, general and administrative expenses |
|
190.5 |
|
196.0 |
| ||
Acquisition-related integration costs |
|
1.6 |
|
15.2 |
| ||
Operating expenses |
|
192.1 |
|
211.2 |
| ||
Operating expenses as a % of revenue |
|
30.6 |
% |
32.7 |
% | ||
|
|
|
|
|
| ||
Operating profit |
|
63.7 |
|
50.9 |
| ||
Operating margin |
|
10.1 |
% |
7.9 |
% | ||
|
|
|
|
|
| ||
Interest expense, net |
|
10.9 |
|
12.9 |
| ||
Other expense, net |
|
0.8 |
|
0.3 |
| ||
|
|
11.7 |
|
13.2 |
| ||
Earnings before income taxes |
|
52.0 |
|
37.7 |
| ||
|
|
|
|
|
| ||
Income taxes |
|
14.8 |
|
7.9 |
| ||
Effective tax rate |
|
28.5 |
% |
20.9 |
% | ||
|
|
|
|
|
| ||
Net earnings |
|
37.2 |
|
29.8 |
| ||
|
|
|
|
|
| ||
Less: net earnings attributable to non-controlling interests |
|
0.1 |
|
|
| ||
|
|
|
|
|
| ||
Net earnings attributable to Wolverine World Wide, Inc. |
|
$ |
37.1 |
|
$ |
29.8 |
|
|
|
|
|
|
| ||
Diluted earnings per share |
|
$ |
0.36 |
|
$ |
0.30 |
|
|
|
|
|
|
| ||
Supplemental information: |
|
|
|
|
| ||
Net earnings used to calculate diluted earnings per share |
|
$ |
36.4 |
|
$ |
29.3 |
|
Shares used to calculate earnings per share |
|
99.9 |
|
98.2 |
| ||
Weighted average shares outstanding |
|
101.0 |
|
99.5 |
|
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(in millions)
|
|
March 22, |
|
March 23, |
| ||
|
|
2014 |
|
2013 |
| ||
ASSETS: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
166.8 |
|
$ |
82.0 |
|
Accounts receivables, net |
|
484.1 |
|
470.7 |
| ||
Inventories, net |
|
465.6 |
|
487.3 |
| ||
Other current assets |
|
68.6 |
|
73.9 |
| ||
Total current assets |
|
1,185.1 |
|
1,113.9 |
| ||
Property, plant and equipment, net |
|
147.6 |
|
146.8 |
| ||
Goodwill and other indefinite-lived intangibles |
|
1,132.5 |
|
1,135.9 |
| ||
Other non-current assets |
|
214.2 |
|
240.5 |
| ||
Total assets |
|
$ |
2,679.4 |
|
$ |
2,637.1 |
|
|
|
|
|
|
| ||
LIABILITIES & EQUITY: |
|
|
|
|
| ||
Accounts payable and other accrued liabilities |
|
$ |
274.9 |
|
$ |
276.3 |
|
Current maturities of long-term debt |
|
43.6 |
|
33.9 |
| ||
Borrowings under revolving credit agreement |
|
34.0 |
|
41.0 |
| ||
Total current liabilities |
|
352.5 |
|
351.2 |
| ||
Long-term debt |
|
1,096.7 |
|
1,183.4 |
| ||
Other non-current liabilities |
|
358.6 |
|
429.0 |
| ||
Stockholders equity |
|
871.6 |
|
673.5 |
| ||
Total liabilities and stockholders equity |
|
$ |
2,679.4 |
|
$ |
2,637.1 |
|
WOLVERINE WORLD WIDE, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in millions)
|
|
12 Weeks Ended |
| ||||
|
|
March 22, |
|
March 23, |
| ||
|
|
2014 |
|
2013 |
| ||
OPERATING ACTIVITIES: |
|
|
|
|
| ||
Net earnings |
|
$ |
37.2 |
|
$ |
29.8 |
|
Adjustments necessary to reconcile net earnings to net cash used in operating activities: |
|
|
|
|
| ||
Depreciation and amortization |
|
12.6 |
|
14.2 |
| ||
Deferred income taxes |
|
2.2 |
|
(2.4 |
) | ||
Stock-based compensation expense |
|
4.6 |
|
7.2 |
| ||
Excess tax benefits from stock-based compensation |
|
(3.5 |
) |
(0.4 |
) | ||
Pension expense |
|
3.0 |
|
8.6 |
| ||
Restructuring costs |
|
0.4 |
|
|
| ||
Other |
|
1.6 |
|
1.2 |
| ||
Changes in operating assets and liabilities |
|
(114.2 |
) |
(147.5 |
) | ||
Net cash used in operating activities |
|
(56.1 |
) |
(89.3 |
) | ||
|
|
|
|
|
| ||
INVESTING ACTIVITIES: |
|
|
|
|
| ||
Additions to property, plant and equipment |
|
(5.6 |
) |
(5.3 |
) | ||
Investment in joint ventures |
|
(0.7 |
) |
(0.6 |
) | ||
Other |
|
(0.4 |
) |
2.8 |
| ||
Net cash used in investing activities |
|
(6.7 |
) |
(3.1 |
) | ||
|
|
|
|
|
| ||
FINANCING ACTIVITIES: |
|
|
|
|
| ||
Net borrowings under revolver |
|
34.0 |
|
41.0 |
| ||
Payments of long term debt |
|
(9.7 |
) |
(32.7 |
) | ||
Cash dividends paid |
|
(6.3 |
) |
(5.9 |
) | ||
Purchases of shares under employee stock plans |
|
(9.3 |
) |
|
| ||
Excess tax benefits from stock-based compensation |
|
3.5 |
|
0.4 |
| ||
Proceeds from the exercise of stock options |
|
2.8 |
|
1.6 |
| ||
Net cash provided by financing activities |
|
15.0 |
|
4.4 |
| ||
|
|
|
|
|
| ||
Effect of foreign exchange rate changes |
|
0.4 |
|
(1.4 |
) | ||
Decrease in cash and cash equivalents |
|
(47.4 |
) |
(89.4 |
) | ||
|
|
|
|
|
| ||
Cash and cash equivalents at beginning of year |
|
214.2 |
|
171.4 |
| ||
Cash and cash equivalents at end of the period |
|
$ |
166.8 |
|
$ |
82.0 |
|
WOLVERINE WORLD WIDE, INC.
REPORTED REVENUE BY OPERATING GROUP
(Unaudited)
(in millions)
|
|
1st Quarter Ended |
| |||||||||||||
|
|
March 22, 2014 |
|
March 23, 2013 |
|
Change |
| |||||||||
|
|
Revenue |
|
% of Total |
|
Revenue |
|
% of Total |
|
$ |
|
% |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Performance Group |
|
$ |
248.8 |
|
39.6 |
% |
$ |
240.5 |
|
37.2 |
% |
$ |
8.3 |
|
3.5 |
% |
Lifestyle Group |
|
238.0 |
|
37.9 |
% |
270.2 |
|
41.8 |
% |
(32.2 |
) |
-11.9 |
% | |||
Heritage Group |
|
120.7 |
|
19.2 |
% |
118.6 |
|
18.4 |
% |
2.1 |
|
1.8 |
% | |||
Other |
|
20.1 |
|
3.3 |
% |
16.6 |
|
2.6 |
% |
3.5 |
|
21.1 |
% | |||
Total Revenue |
|
$ |
627.6 |
|
100.0 |
% |
$ |
645.9 |
|
100.0 |
% |
$ |
(18.3 |
) |
-2.8 |
% |
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 FISCAL Q1 2014 REPORTED OPERATING EXPENSES TO
OPERATING EXPENSES ADJUSTED TO EXCLUDE ACQUISITION-RELATED
INTEGRATION COSTS*
(Unaudited)
(in millions)
|
|
GAAP Basis |
|
Acquisition-Related |
|
As Adjusted |
| |||
|
|
Fiscal Q1 2014 |
|
Integration Costs |
|
Fiscal Q1 2014 |
| |||
|
|
|
|
|
|
|
| |||
Operating expenses |
|
$ |
192.1 |
|
$ |
(1.6 |
) |
$ |
190.5 |
|
|
|
|
|
|
|
|
| |||
Percentage of revenue |
|
30.6 |
% |
|
|
30.4 |
% | |||
RECONCILIATION OF FISCAL Q1 2013 REPORTED OPERATING EXPENSES TO
OPERATING EXPENSES ADJUSTED TO EXCLUDE ACQUISITION-RELATED
INTEGRATION COSTS*
(Unaudited)
(in millions)
|
|
GAAP Basis |
|
Acquisition-Related |
|
As Adjusted |
| |||
|
|
Fiscal Q1 2013 |
|
Integration Costs |
|
Fiscal Q1 2013 |
| |||
|
|
|
|
|
|
|
| |||
Operating expenses |
|
$ |
211.2 |
|
$ |
(15.2 |
) |
$ |
196.0 |
|
|
|
|
|
|
|
|
| |||
Percentage of revenue |
|
32.7 |
% |
|
|
30.3 |
% | |||
RECONCILIATION OF FISCAL Q1 2014 REPORTED EPS TO EPS ADJUSTED TO EXCLUDE
ACQUISITION-RELATED INTEGRATION AND RESTRUCTURING COSTS*
(Unaudited)
|
|
|
|
Acquisition-Related |
|
|
| |||
|
|
GAAP Basis |
|
Integration and |
|
As Adjusted |
| |||
|
|
Fiscal Q1 2014 |
|
Restructuring Costs |
|
Fiscal Q1 2014 |
| |||
|
|
|
|
|
|
|
| |||
Diluted earnings per share |
|
$ |
0.36 |
|
$ |
0.02 |
|
$ |
0.38 |
|
RECONCILIATION OF FISCAL Q1 2013 REPORTED EPS TO EPS ADJUSTED TO EXCLUDE
ACQUISITION-RELATED INTEGRATION COSTS*
(Unaudited)
|
|
GAAP Basis |
|
Acquisition-Related |
|
As Adjusted |
| |||
|
|
Fiscal Q1 2013 |
|
Integration Costs |
|
Fiscal Q1 2013 |
| |||
|
|
|
|
|
|
|
| |||
Diluted earnings per share |
|
$ |
0.30 |
|
$ |
0.11 |
|
$ |
0.41 |
|
RECONCILIATION OF FISCAL 2014 FULL-YEAR REPORTED EPS GUIDANCE TO EPS ADJUSTED TO
EXCLUDE ACQUISITION-RELATED INTEGRATION AND RESTRUCTURING COSTS*
(Unaudited)
|
|
GAAP Basis |
|
Acquisition-Related |
|
As Adjusted |
| |||
|
|
Full-Year 2014 |
|
Integration and |
|
Full-Year 2014 |
| |||
|
|
Guidance |
|
Restructuring Costs |
|
Guidance |
| |||
|
|
|
|
|
|
|
| |||
Diluted earnings per share |
|
$ |
1.48 - 1.54 |
|
$ |
0.09 |
|
$ |
1.57 - 1.63 |
|
RECONCILIATION OF FISCAL 2013 FULL-YEAR REPORTED EPS TO EPS ADJUSTED
TO EXCLUDE ACQUISITION-RELATED INTEGRATION, RESTRUCTURING,
IMPAIRMENT AND DEBT EXTINGUISHMENT COSTS*
(Unaudited)
|
|
|
|
Acquisition-Related Integration |
|
|
| |||
|
|
GAAP Basis |
|
Restructuring, Impairment and |
|
As Adjusted |
| |||
|
|
Full-Year 2013 |
|
Debt Extinguishment Costs |
|
Full-Year 2013 |
| |||
|
|
|
|
|
|
|
| |||
Diluted earnings per share |
|
$ |
0.99 |
|
$ |
0.44 |
|
$ |
1.43 |
|
* 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 if acquisition-related integration costs, debt extinguishment costs and manufacturing restructuring costs were excluded. 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 and to better identify trends in our business. The adjusted financial results are used by management to, and allow investors to, evaluate the operating performance of the Company on a comparable basis. 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.