WOLVERINE WORLD WIDE, INC. |
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
, | , | |||||
(Address of principal executive offices) | (Zip Code) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Trading symbol | Name of each exchange on which registered |
Item 2.02 | Results of Operations and Financial Condition. |
Item 9.01 | Financial Statements and Exhibits. | ||
(d) | Exhibits: | ||
99.1 | |||
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
Dated: February 25, 2020 | WOLVERINE WORLD WIDE, INC. (Registrant) |
/s/ Michael D. Stornant | |
Michael D. Stornant | |
Senior Vice President, Chief Financial Officer and Treasurer |
9341 Courtland Drive NE, Rockford, MI 49351 Phone (616) 866-5500; Fax (616) 866-0257 |
• | Reported revenue of $607.4 million increased 4.8% compared to the prior year and adjusting for currency, increased 5.1%. |
• | Reported gross margin of 37.8%, decreased 140 basis points versus the prior year. |
• | Reported operating margin was -0.8%, and adjusted operating margin was 10.1%. |
• | Reported diluted loss per share was $0.01, compared to earnings per share of $0.39 in the prior year. Reported results include the impact of the previously disclosed litigation settlements related to legacy environmental matters. |
• | Adjusted diluted earnings per share increased 13.5% to $0.59, compared to $0.52 in the prior year. |
• | The reported tax rate increased to 95.3%, compared to 4.0% in the prior year. The effective tax rates in both periods benefited from a change in mix of taxable income within jurisdictions with varying tax rates and certain discrete items. The adjusted tax rate was 8.7%, compared to 11.8% in the prior year. |
• | Inventories increased 9.6% compared to the prior year, in line with expectations, and included $14.9 million related to new stores, the Saucony Italy acquisition and incremental tariff costs. Inventories would have increased 4.9% without these items. |
• | The Company generated $206.5 million in cash from operations during the fourth quarter. |
• | The Company repurchased $4.9 million of shares in the quarter at an average price of $26.90 per share. |
• | Reported revenue of $2,273.7 million increased 1.5% compared to the prior year and adjusting for currency, increased 2.3%. |
• | Reported gross margin of 40.6%, decreased 50 basis points versus the prior year. |
• | Reported operating margin was 7.5%, and adjusted operating margin was 11.5%. |
• | Reported diluted earnings per share were $1.44, compared to $2.05 in the prior year. Reported results include the impact of the previously disclosed litigation settlements related to legacy environmental matters. |
• | Adjusted diluted earnings per share increased 3.7% to $2.25, compared to $2.17 in the prior year. |
• | The reported tax rate was 11.7%, compared to 11.9% in the prior year. The adjusted tax rate was 15.7%, compared to 13.3% in the prior year. |
• | Full-year cash from operations of $222.6 million exceeded expectations. |
• | The Company repurchased $319.2 million of shares during the year at an average price of $29.24 per share, and has approximately $508 million available under its authorized share repurchase programs. |
• | Revenue is expected to be approximately $2.29 billion to $2.34 billion, representing growth of approximately 3.0% at the high-end of the range. Constant currency revenue growth is expected to be approximately 3.5% at the high-end of the range. This outlook includes an estimated revenue impact from the coronavirus of approximately $30 million in the first half of 2020. Excluding the estimated coronavirus impact, constant currency growth in 2020 is expected to be 4.5% at the high-end of the range. |
• | Gross margin is expected to be approximately 41.0%. |
• | Reported operating margin is expected to be approximately 11.0% and adjusted operating margin is expected to be approximately 12.0%. |
• | The effective tax rate is expected to be approximately 19.0%. |
• | Diluted weighted average shares are expected to be approximately 82.5 million. |
• | Reported diluted earnings per share are expected to be approximately $2.05 to $2.20. Adjusted diluted earnings per share are expected to be approximately $2.25 to $2.40. Both reported and adjusted EPS include the negative estimated impact of $0.10 related to foreign currency and $0.10 related to the coronavirus. Excluding the estimated coronavirus impact and the impact of foreign currency, adjusted EPS on a constant currency basis is expected to be $2.60 at the high-end of the range. |
• | Cash flow from operations is expected to be approximately $240 million. |
Quarter Ended | Fiscal Year Ended | ||||||||||||||
December 28, 2019 | December 29, 2018 | December 28, 2019 | December 29, 2018 | ||||||||||||
Revenue | $ | 607.4 | $ | 579.6 | $ | 2,273.7 | $ | 2,239.2 | |||||||
Cost of goods sold | 377.5 | 352.5 | 1,349.9 | 1,317.9 | |||||||||||
Gross profit | 229.9 | 227.1 | 923.8 | 921.3 | |||||||||||
Gross margin | 37.8 | % | 39.2 | % | 40.6 | % | 41.1 | % | |||||||
Selling, general and administrative expenses | 170.7 | 165.5 | 669.3 | 654.1 | |||||||||||
Environmental and other related costs | 64.4 | 7.7 | 83.5 | 15.3 | |||||||||||
Operating expenses | 235.1 | 173.2 | 752.8 | 669.4 | |||||||||||
Operating expenses as a % of revenue | 38.7 | % | 29.9 | % | 33.1 | % | 29.9 | % | |||||||
Operating profit (loss), net | (5.2 | ) | 53.9 | 171.0 | 251.9 | ||||||||||
Operating margin | (0.9 | )% | 9.3 | % | 7.5 | % | 11.2 | % | |||||||
Interest expense, net | 8.2 | 5.8 | 30.0 | 24.5 | |||||||||||
Debt extinguishment and other costs | — | 0.6 | — | 0.6 | |||||||||||
Other expense (income), net | (1.7 | ) | 6.6 | (4.9 | ) | (0.6 | ) | ||||||||
Total other expenses | 6.5 | 13.0 | 25.1 | 24.5 | |||||||||||
Earnings (loss) before income taxes | (11.7 | ) | 40.9 | 145.9 | 227.4 | ||||||||||
Income tax expense (benefit) | (11.2 | ) | 1.6 | 17.0 | 27.1 | ||||||||||
Effective tax rate | 95.3 | % | 4.0 | % | 11.7 | % | 11.9 | % | |||||||
Net earnings (loss) | (0.5 | ) | 39.3 | 128.9 | 200.3 | ||||||||||
Less: net earnings attributable to noncontrolling interests | 0.4 | — | 0.4 | 0.2 | |||||||||||
Net earnings (loss) attributable to Wolverine World Wide, Inc. | $ | (0.9 | ) | $ | 39.3 | $ | 128.5 | $ | 200.1 | ||||||
Diluted earnings (loss) per share | $ | (0.01 | ) | $ | 0.39 | $ | 1.44 | $ | 2.05 | ||||||
Supplemental information: | |||||||||||||||
Net earnings (loss) used to calculate diluted earnings (loss) per share | $ | (1.1 | ) | $ | 36.0 | $ | 126.0 | $ | 194.4 | ||||||
Shares used to calculate diluted earnings (loss) per share | 80.5 | 91.9 | 87.2 | 95.0 | |||||||||||
Weighted average shares outstanding | 81.0 | 93.6 | 85.7 | 94.8 |
December 28, 2019 | December 29, 2018 | ||||||
ASSETS | |||||||
Cash and cash equivalents | $ | 180.6 | $ | 143.1 | |||
Accounts receivables, net | 331.2 | 361.2 | |||||
Inventories, net | 348.2 | 317.6 | |||||
Other current assets | 107.1 | 45.8 | |||||
Total current assets | 967.1 | 867.7 | |||||
Property, plant and equipment, net | 141.0 | 130.9 | |||||
Lease right-of-use assets | 160.8 | — | |||||
Goodwill and other indefinite-lived intangibles | 1,043.4 | 1,028.9 | |||||
Other noncurrent assets | 167.7 | 155.6 | |||||
Total assets | $ | 2,480.0 | $ | 2,183.1 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Accounts payable and other accrued liabilities | $ | 380.8 | $ | 340.6 | |||
Lease liabilities | 34.1 | — | |||||
Current maturities of long-term debt | 12.5 | 7.5 | |||||
Borrowings under revolving credit agreements | 360.0 | 125.0 | |||||
Total current liabilities | 787.4 | 473.1 | |||||
Long-term debt | 425.9 | 438.0 | |||||
Lease liabilities, noncurrent | 147.2 | — | |||||
Other noncurrent liabilities | 341.1 | 280.4 | |||||
Stockholders' equity | 778.4 | 991.6 | |||||
Total liabilities and stockholders' equity | $ | 2,480.0 | $ | 2,183.1 |
Fiscal Year Ended | |||||||
December 28, 2019 | December 29, 2018 | ||||||
OPERATING ACTIVITIES: | |||||||
Net earnings | $ | 128.9 | $ | 200.3 | |||
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||
Depreciation and amortization | 32.7 | 31.5 | |||||
Deferred income taxes | (9.0 | ) | 22.1 | ||||
Stock-based compensation expense | 24.5 | 31.2 | |||||
Pension contribution | — | (60.7 | ) | ||||
Pension and SERP expense | 5.6 | 11.8 | |||||
Debt extinguishment costs | — | 0.6 | |||||
Cash payments related to restructuring costs | (0.3 | ) | (5.1 | ) | |||
Environmental and other related costs, net of cash payments | 48.8 | (6.1 | ) | ||||
Other | (11.3 | ) | 9.8 | ||||
Changes in operating assets and liabilities | 2.7 | (137.9 | ) | ||||
Net cash provided by operating activities | 222.6 | 97.5 | |||||
INVESTING ACTIVITIES: | |||||||
Business acquisition, net of cash acquired | (15.1 | ) | — | ||||
Additions to property, plant and equipment | (34.4 | ) | (21.7 | ) | |||
Proceeds from sale of assets | — | 2.2 | |||||
Investment in joint ventures | (8.5 | ) | — | ||||
Other | (3.5 | ) | (2.7 | ) | |||
Net cash used in investing activities | (61.5 | ) | (22.2 | ) | |||
FINANCING ACTIVITIES: | |||||||
Net borrowings under revolving credit agreements | 235.0 | 124.5 | |||||
Borrowings of long-term debt | — | 200.0 | |||||
Payments on long-term debt | (7.5 | ) | (538.2 | ) | |||
Payments of debt issuance and debt extinguishment costs | (0.3 | ) | (2.7 | ) | |||
Cash dividends paid | (33.6 | ) | (28.6 | ) | |||
Purchase of common stock for treasury | (319.2 | ) | (174.7 | ) | |||
Employee taxes paid under stock-based compensation plans | (16.9 | ) | (8.8 | ) | |||
Proceeds from the exercise of stock options | 12.2 | 24.0 | |||||
Contributions from noncontrolling interests | 5.7 | — | |||||
Net cash used in financing activities | (124.6 | ) | (404.5 | ) | |||
Effect of foreign exchange rate changes | 1.0 | (8.7 | ) | ||||
Increase (decrease) in cash and cash equivalents | 37.5 | (337.9 | ) | ||||
Cash and cash equivalents at beginning of the year | 143.1 | 481.0 | |||||
Cash and cash equivalents at end of the year | $ | 180.6 | $ | 143.1 |
GAAP Basis 2019-Q4 | Foreign Exchange Impact | Constant Currency Basis 2019-Q4 | GAAP Basis 2018-Q4 | Constant Currency Growth (Decline) | Reported Growth (Decline) | ||||||||||||||||
REVENUE | |||||||||||||||||||||
Wolverine Michigan Group | $ | 360.0 | $ | 1.3 | $ | 361.3 | $ | 334.5 | 8.0 | % | 7.6 | % | |||||||||
Wolverine Boston Group | 234.1 | 0.5 | 234.6 | 230.8 | 1.6 | 1.4 | |||||||||||||||
Other | 13.3 | 0.1 | 13.4 | 14.3 | (6.3 | ) | (7.0 | ) | |||||||||||||
Total | $ | 607.4 | $ | 1.9 | $ | 609.3 | $ | 579.6 | 5.1 | % | 4.8 | % |
GAAP Basis | Adjustments (1) | As Adjusted | |||||||||
Operating Profit (Loss) - Fiscal 2019 Q4 | $ | (5.2 | ) | $ | 66.5 | $ | 61.3 | ||||
Operating margin | (0.8 | )% | 10.1 | % | |||||||
Operating Profit - Fiscal 2018 Q4 | $ | 53.9 | $ | 8.2 | $ | 62.1 | |||||
Operating margin | 9.3 | % | 10.7 | % | |||||||
(1) Q4 2019 adjustments reflect $64.4 million of environmental and other related costs net of a settlement and $2.1 million of costs related to business development costs and reorganization costs. Q4 2018 adjustments include $7.7 million of environmental and related costs and $0.5 million of other costs. |
GAAP Basis | Adjustments (1) | As Adjusted | |||||||||
EPS - Fiscal 2019 Q4 | $ | (0.01 | ) | $ | 0.60 | $ | 0.59 | ||||
EPS - Fiscal 2018 Q4 | $ | 0.39 | $ | 0.13 | $ | 0.52 | |||||
(1) Q4 2019 adjustments reflect environmental and other related costs net of a settlement, business development costs and reorganization costs. Q4 2018 adjustment include the impact of environmental and related costs, pension settlement costs and other costs. |
GAAP Basis | Adjustments (1) | As Adjusted | ||||||
Effective Tax Rate - Fiscal 2019 Q4 | 95.3 | % | (86.6 | )% | 8.7 | % | ||
Effective Tax Rate - Fiscal 2018 Q4 | 4.0 | % | 7.8 | % | 11.8 | % | ||
(1) Q4 2019 adjustments reflect the tax impact of environmental and other related costs net of a settlement, business development costs and reorganization costs. Q4 2018 adjustment includes the tax impact of environmental and related costs, pension settlement costs and other costs. |
GAAP Basis 2019 | Foreign Exchange Impact | Constant Currency Basis 2019 | GAAP Basis 2018 | Constant Currency Growth (Decline) | Reported Growth (Decline) | ||||||||||||||||
REVENUE | |||||||||||||||||||||
Wolverine Michigan Group | $ | 1,299.7 | $ | 11.3 | $ | 1,311.0 | $ | 1,272.2 | 3.0 | % | 2.2 | % | |||||||||
Wolverine Boston Group | 910.9 | 5.2 | 916.1 | 895.5 | 2.3 | 1.7 | |||||||||||||||
Other | 63.1 | 0.2 | 63.3 | 71.5 | (11.5 | ) | (11.7 | ) | |||||||||||||
Total | $ | 2,273.7 | $ | 16.7 | $ | 2,290.4 | $ | 2,239.2 | 2.3 | % | 1.5 | % |
GAAP Basis | Adjustments (1) | As Adjusted | |||||||||
Operating Profit - Fiscal 2019 | $ | 171.0 | $ | 91.6 | $ | 262.6 | |||||
Operating margin | 7.5 | % | 11.5 | % | |||||||
Operating Profit - Fiscal 2018 | $ | 251.9 | $ | 15.8 | $ | 267.7 | |||||
Operating margin | 11.2 | % | 12.0 | % | |||||||
(1) 2019 adjustments reflect $83.5 million of environmental and other related costs net of a settlement and $8.1 million of other costs including business development costs and reorganization costs. 2018 adjustments include $15.3 million of environmental and related costs and $0.5 million of other costs. |
GAAP Basis | Adjustments (1) | As Adjusted | |||||||||
EPS - Fiscal 2019 | $ | 1.44 | $ | 0.81 | $ | 2.25 | |||||
EPS - Fiscal 2018 | $ | 2.05 | $ | 0.12 | $ | 2.17 | |||||
(1) 2019 adjustments reflect environmental and other related costs net of a settlement, business development costs and reorganization costs. Fiscal 2018 adjustments include the impact of environmental and related costs, pension settlement costs and a foreign currency remeasurement gain recorded in the second quarter. |
GAAP Basis | Adjustments (1) | As Adjusted | ||||||
Effective Tax Rate - Fiscal 2019 | 11.7 | % | 4.0 | % | 15.7 | % | ||
Effective Tax Rate - Fiscal 2018 | 11.9 | % | 1.4 | % | 13.3 | % | ||
(1) 2019 adjustments reflect the tax impact of environmental and other related costs net of a settlement, business development costs and reorganization costs. 2018 adjustment includes the tax impact of environmental and related costs, pension settlement costs and a foreign remeasurement gain recorded in the second quarter. |
GAAP Basis | Foreign Exchange Impact | Coronavirus Impact | Adjusted Revenue Guidance | Adjusted Revenue Growth | Reported Growth | ||||||||||
Revenue Guidance | $ 2,290 - 2,340 | $ | 10.0 | $ | 30.0 | $ 2,330 - 2,380 | 2.5% - 4.5% | 0.7% - 2.9% |
GAAP Basis | Adjustments (1) | As Adjusted | |||||
Operating Profit - Fiscal 2020 | $ 245 - 260 | $ | 20.0 | $ 265 - 280 | |||
Operating margin | 10.7% - 11.1% | 11.6% - 12.0% | |||||
(1) 2020 adjustments reflect $15 million of estimated environmental and other related costs and $5 million of estimated reorganization costs. |
GAAP Basis | Adjustments (1) | As Adjusted | |||||||
Diluted earnings per share | $2.05 - $2.20 | $ | 0.20 | $2.25 - $2.40 | |||||
Supplemental information: | |||||||||
Net Earnings - Fiscal 2020 | $ 173 - 186 | $ | 17 | $ 190 - 203 | |||||
Net earnings used to calculate diluted earnings per share | $ 170 - 182 | $ | 17 | $ 187 - 199 | |||||
Shares used to calculate diluted earnings per share | 82.5 | 82.5 | |||||||
(1) 2020 adjustments reflect $13 million of estimated tax effected environmental and other related costs and $4 million of reorganization and other costs. |
GAAP Basis | Adjustments (1) | As Adjusted | Foreign Exchange Impact | Coronavirus Impact | As Adjusted | ||||||||||||
Diluted earnings per share | $2.05 - $2.20 | $ | 0.20 | $2.25 - $2.40 | $ | 0.10 | $ | 0.10 | $2.45 - $2.60 | ||||||||
(1) 2020 adjustments reflect $13 million of estimated tax effected environmental and other related costs and $4 million of reorganization and other costs. |
* | To supplement the consolidated condensed financial statements presented in accordance with Generally Accepted Accounting Principles ("GAAP"), the Company describes what certain financial measures would have been if environmental and other related costs and environmental cost recoveries, business development related costs, reorganization costs, the impact of tax reform updates and a foreign currency remeasurement gain that is not expected to reoccur 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. |