SEC Filing | Wolverine Worldwide

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 10-Q

________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 2, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-06024

__________________________________________________________

WOLVERINE WORLD WIDE, INC.

(Exact Name of Registrant as Specified in its Charter)

__________________________________________________________

Delaware

38-1185150

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

9341 Courtland Drive N.E.

Rockford

Michigan

49351

(Address of principal executive offices)

(Zip Code)

(616) 866-5500

(Registrant’s telephone number, including area code)

________________________________________________


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $1 Par Value	WWW	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 78,736,114 shares of common stock, $1 par value, outstanding as of July 25, 2022.

Table of Contents


PART I	Financial Information	4
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II	Other Information	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 6.	Exhibits	34
Signatures		35

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FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements,” which are statements relating to future, not past, events. In this context, forward-looking statements often address management’s current beliefs, assumptions, expectations, estimates and projections about future business and financial performance, national, regional or global political, economic and market conditions, and the Company itself. Such statements often contain words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “should,” “will,” variations of such words, and similar expressions. Forward-looking statements, by their nature, address matters that are, to varying degrees, uncertain. Uncertainties that could cause the Company’s performance to differ materially from what is expressed in forward-looking statements include, but are not limited to, the following:

•the potential effects of the COVID-19 pandemic on the Company’s business, operations, financial results and liquidity;

•changes in general economic conditions, employment rates, business conditions, interest rates, tax policies and other factors affecting consumer spending in the markets and regions in which the Company’s products are sold;

•the inability for any reason to effectively compete in global footwear, apparel and direct-to-consumer markets;

•the inability to maintain positive brand images and anticipate, understand and respond to changing footwear and apparel trends and consumer preferences;

•the inability to effectively manage inventory levels;

•increases or changes in duties, tariffs, quotas or applicable assessments in countries of import and export;

•foreign currency exchange rate fluctuations;

•currency restrictions;

•supply chain and capacity constraints, production disruptions, including reduction in operating hours, labor shortages, and facility closures resulting in production delays at the Company’s manufacturers due to disruption from the effects of the COVID-19 pandemic, quality issues, price increases or other risks associated with foreign sourcing;

•the cost, including the effect of inflationary pressures and availability of raw materials, inventories, services and labor for contract manufacturers;

•labor disruptions;

•changes in relationships with, including the loss of, significant wholesale customers;

•risks related to the significant investment in, and performance of, the Company’s direct-to-consumer operations;

•risks related to expansion into new markets and complementary product categories as well as direct-to-consumer operations;

•the impact of seasonality and unpredictable weather conditions;

•the impact of changes in general economic conditions and/or the credit markets on the Company’s manufacturers, distributors, suppliers, joint venture partners and wholesale customers;

•changes in the Company’s effective tax rates;

•failure of licensees or distributors to meet planned annual sales goals or to make timely payments to the Company;

•the risks of doing business in developing countries and politically or economically volatile areas;

•the ability to secure and protect owned intellectual property or use licensed intellectual property;

•the impact of regulation, regulatory and legal proceedings and legal compliance risks, including compliance with federal, state and local laws and regulations relating to the protection of the environment, environmental remediation and other related costs, and litigation or other legal proceedings relating to the protection of the environment or environmental effects on human health;

•risks of breach of the Company’s databases or other systems, or those of its vendors, which contain certain personal information, payment card data or proprietary information, due to cyberattack or other similar events;

•problems affecting the Company’s supply chain and distribution system, including service interruptions at shipping and receiving ports;

•strategic actions, including new initiatives and ventures, acquisitions and dispositions, and the Company’s success in integrating acquired businesses, including Sweaty Betty®, and implementing new initiatives and ventures;

•the risk of impairment to goodwill and other intangibles;

•the success of the Company’s restructuring and realignment initiatives undertaken from time to time; and

•changes in future pension funding requirements and pension expenses.

These or other uncertainties could cause a material difference between an actual outcome and a forward-looking statement. The uncertainties included here are not exhaustive and are described in more detail in Part I, Item 1A: “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2022 (the “2021 Form 10-K”). Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company does not undertake an obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Operations and Comprehensive Income

(Unaudited)


	Quarter Ended				Year-To-Date Ended
(In millions, except per share data)	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Revenue	$	713.6	$	631.9	$	1,328.4	$	1,142.6
Cost of goods sold	406.5		361.5		760.0		649.9

Gross profit	307.1		270.4		568.4		492.7
Selling, general and administrative expenses	229.2		201.8		440.5		376.2
Gain on sale of trademarks	(90.0)		—		(90.0)		—

Environmental and other related costs, net of recoveries	—		4.8		30.4		(5.4)
Operating profit	167.9		63.8		187.5		121.9
Other expenses:
Interest expense, net	10.1		9.7		18.8		19.3

Other expense (income), net	0.6		0.1		(0.5)		2.9
Total other expense, net	10.7		9.8		18.3		22.2
Earnings before income taxes	157.2		54.0		169.2		99.7
Income tax expense	32.7		9.6		36.3		16.9
Net earnings	$	124.5	$	44.4	$	132.9	$	82.8
Less: net loss attributable to noncontrolling interests	(0.1)		(0.3)		(1.4)		(0.4)
Net earnings attributable to Wolverine World Wide, Inc.	$	124.6	$	44.7	$	134.3	$	83.2

Net earnings per share (see Note 3):
Basic	$	1.53	$	0.53	$	1.63	$	0.99
Diluted	$	1.53	$	0.53	$	1.63	$	0.98

Comprehensive income	$	91.3	$	49.8	$	96.6	$	94.4
Less: comprehensive loss attributable to noncontrolling interests	(0.7)		(0.1)		(1.8)		(0.5)
Comprehensive income attributable to Wolverine World Wide, Inc.	$	92.0	$	49.9	$	98.4	$	94.9

Cash dividends declared per share	$	0.10	$	0.10	$	0.20	$	0.20

See accompanying notes to consolidated condensed financial statements.

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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Balance Sheets

(Unaudited)


(In millions, except share data)	July 2, 2022		January 1, 2022		July 3, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	149.3	$	161.7	$	345.8
Accounts receivable, less allowances of $25.8, $28.3 and $26.3	420.0		319.6		372.0
Finished products, net	628.6		354.1		323.6
Raw materials and work-in-process, net	10.9		11.4		8.1
Total inventories	639.5		365.5		331.7
Prepaid expenses and other current assets	84.5		56.9		36.9

Total current assets	1,293.3		903.7		1,086.4
Property, plant and equipment, net of accumulated depreciation of $224.3, $219.1 and $207.2	127.5		129.0		120.2
Lease right-of-use assets, net	166.7		138.2		134.6
Goodwill	539.1		556.6		443.6
Indefinite-lived intangibles	680.7		718.1		382.3
Amortizable intangibles, net	70.1		74.6		70.6
Deferred income taxes	1.2		1.8		2.0
Other assets	70.4		64.4		63.9
Total assets	$	2,949.0	$	2,586.4	$	2,303.6

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	318.1	$	222.1	$	279.2
Accrued salaries and wages	28.6		41.7		33.7
Other accrued liabilities	215.0		222.5		167.3

Lease liabilities	33.0		38.3		32.7
Current maturities of long-term debt	10.0		10.0		10.0
Borrowings under revolving credit agreements	490.0		225.0		—
Total current liabilities	1,094.7		759.6		522.9
Long-term debt, less current maturities	727.4		731.8		708.4
Accrued pension liabilities	105.0		107.4		145.9
Deferred income taxes	118.2		118.9		37.6
Lease liabilities, noncurrent	150.9		118.2		119.3
Other liabilities	91.0		106.1		120.4
Stockholders’ equity:

Common stock – par value $1, authorized 320,000,000 shares; 112,149,377, 111,632,094, and 111,382,593 shares issued	112.1		111.6		111.4
Additional paid-in capital	311.9		298.9		278.4
Retained earnings	1,246.1		1,128.2		1,159.6
Accumulated other comprehensive loss	(134.8)		(98.9)		(118.9)
Cost of shares in treasury; 33,416,302, 29,604,013, and 29,166,422 shares	(891.4)		(810.2)		(797.3)
Total Wolverine World Wide, Inc. stockholders’ equity	643.9		629.6		633.2
Noncontrolling interest	17.9		14.8		15.9
Total stockholders’ equity	661.8		644.4		649.1
Total liabilities and stockholders’ equity	$	2,949.0	$	2,586.4	$	2,303.6

See accompanying notes to consolidated condensed financial statements.

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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows

(Unaudited)


	Year-To-Date Ended
(In millions)	July 2, 2022		July 3, 2021
OPERATING ACTIVITIES
Net earnings	$	132.9	$	82.8
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization	16.8		14.4
Deferred income taxes	3.0		1.2
Stock-based compensation expense	19.3		21.6

Pension and SERP expense	4.7		7.0




Environmental and other related costs, net of cash payments and recoveries received	(35.0)		(9.4)

Gain on sale of trademarks	(90.0)		—
Other	(2.6)		(1.6)
Changes in operating assets and liabilities:
Accounts receivable	(107.6)		(103.9)
Inventories	(284.7)		(89.1)
Other operating assets	(15.9)		10.3
Accounts payable	104.3		94.8
Income taxes payable	25.5		1.7
Other operating liabilities	(18.6)		21.9
Net cash provided by (used in) operating activities	(247.9)		51.7
INVESTING ACTIVITIES

Additions to property, plant and equipment	(16.1)		(6.7)



Proceeds from sale of trademarks	90.0		—
Other	4.8		(1.4)
Net cash provided by (used in) investing activities	78.7		(8.1)
FINANCING ACTIVITIES
Payments under revolving credit agreements	(107.0)		—
Borrowings under revolving credit agreements	372.0		—


Payments on long-term debt	(5.0)		(5.0)

Cash dividends paid	(16.8)		(16.9)
Purchases of common stock for treasury	(81.3)		(26.9)
Employee taxes paid under stock-based compensation plans	(7.2)		(13.1)
Proceeds from the exercise of stock options	1.4		12.0
Contributions from noncontrolling interests	7.0		4.8

Net cash provided by (used in) financing activities	163.1		(45.1)
Effect of foreign exchange rate changes	(6.3)		(0.1)
Decrease in cash and cash equivalents	(12.4)		(1.6)
Cash and cash equivalents at beginning of the year	161.7		347.4
Cash and cash equivalents at end of the quarter	$	149.3	$	345.8

See accompanying notes to consolidated condensed financial statements.

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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Stockholders' Equity

(Unaudited)


	Wolverine World Wide, Inc. Stockholders' Equity
(In millions, except share and per share data)	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Non-controlling Interest		Total
Balance at April 3, 2021	$	111.2	$	265.7	$	1,123.1	$	(124.1)	$	(766.8)	$	16.0	$	625.1
Net earnings (loss)					44.7						(0.3)		44.4
Other comprehensive income							5.2				0.2		5.4
Shares issued, net of shares forfeited under stock incentive plans (59,839 shares)	0.1		(0.4)										(0.3)
Shares issued for stock options exercised, net (78,910 shares)	0.1		1.5										1.6
Stock-based compensation expense			11.6										11.6
Cash dividends declared ($0.10 per share)					(8.2)								(8.2)
Issuance of treasury shares (803 shares)			—						0.1				0.1
Purchase of common stock for treasury (716,027 shares)									(26.9)				(26.9)
Purchases of shares under stock-based compensation plans (91,399 shares)									(3.7)				(3.7)
Balance at July 3, 2021	$	111.4	$	278.4	$	1,159.6	$	(118.9)	$	(797.3)	$	15.9	$	649.1

Balance at April 2, 2022	$	112.1	$	302.3	$	1,129.6	$	(102.2)	$	(845.1)	$	18.6	$	615.3
Net earnings (loss)					124.6						(0.1)		124.5
Other comprehensive loss							(32.6)				(0.6)		(33.2)
Shares issued, net of shares forfeited under stock incentive plans (22,575 shares)	—		(0.1)										(0.1)
Shares issued for stock options exercised, net (33,954 shares)	—		0.7										0.7
Stock-based compensation expense			9.0										9.0
Cash dividends declared ($0.10 per share)					(8.1)								(8.1)
Issuance of treasury shares (1,590 shares)			—						0.1				0.1
Purchase of common stock for treasury (2,382,351 shares)									(46.4)				(46.4)



Balance at July 2, 2022	$	112.1	$	311.9	$	1,246.1	$	(134.8)	$	(891.4)	$	17.9	$	661.8

See accompanying notes to consolidated condensed financial statements.

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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Stockholders' Equity

(Unaudited)


	Wolverine World Wide, Inc. Stockholders' Equity
(In millions, except share and per share data)	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Non-controlling Interest		Total
Balance at January 2, 2021	$	110.4	$	252.6	$	1,093.3	$	(130.6)	$	(764.3)	$	11.6	$	573.0
Net earnings (loss)					83.2						(0.4)		82.8
Other comprehensive income (loss)							11.7				(0.1)		11.6
Shares issued, net of shares forfeited under stock incentive plans (396,622 shares)	0.4		(7.4)										(7.0)
Shares issued for stock options exercised, net (559,202 shares)	0.6		11.6										12.2
Stock-based compensation expense			21.6										21.6
Cash dividends declared ($0.20 per share)					(16.9)								(16.9)
Issuance of treasury shares (1,968 shares)			—						0.1				0.1
Purchase of common stock for treasury (716,027 shares)									(26.9)				(26.9)
Purchases of shares under stock-based compensation plans (167,089 shares)									(6.2)				(6.2)
Capital contribution from noncontrolling interest											4.8		4.8
Balance at July 3, 2021	$	111.4	$	278.4	$	1,159.6	$	(118.9)	$	(797.3)	$	15.9	$	649.1

Balance at January 1, 2022	$	111.6	$	298.9	$	1,128.2	$	(98.9)	$	(810.2)	$	14.8	$	644.4
Net earnings (loss)					134.3						(1.4)		132.9
Other comprehensive loss							(35.9)				(0.4)		(36.3)
Shares issued, net of shares forfeited under stock incentive plans (442,801 shares)	0.4		(7.7)										(7.3)
Shares issued for stock options exercised, net (74,482 shares)	0.1		1.4										1.5
Stock-based compensation expense			19.3										19.3
Cash dividends declared ($0.20 per share)					(16.4)								(16.4)
Issuance of treasury shares (2,875 shares)			—						0.1				0.1
Purchase of common stock for treasury (3,815,164 shares)									(81.3)				(81.3)

Capital contribution from noncontrolling interest											7.0		7.0
Other											(2.1)		(2.1)
Balance at July 2, 2022	$	112.1	$	311.9	$	1,246.1	$	(134.8)	$	(891.4)	$	17.9	$	661.8

See accompanying notes to consolidated condensed financial statements.

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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

1.BASIS OF PRESENTATION

Nature of Operations

Wolverine World Wide, Inc. (the “Company”) is a leading designer, marketer and licensor of a broad range of quality casual footwear and apparel; performance outdoor and athletic footwear and apparel; kids’ footwear; industrial work shoes, boots and apparel; and uniform shoes and boots. The Company’s portfolio of owned and licensed brands includes: Bates®, Cat®, Chaco®, Harley-Davidson®, Hush Puppies®, Hytest®, Keds®, Merrell®, Saucony®, Sperry®, Stride Rite®, Sweaty Betty® and Wolverine®. The Company’s products are marketed worldwide through owned operations, through licensing and distribution arrangements with third parties, and joint ventures. The Company also operates retail stores and eCommerce sites to market both its own brands and branded footwear and apparel from other manufacturers, as well as a leathers division that markets Wolverine Performance Leathers™.

On June 30, 2022, the Company sold the Champion trademarks for footwear in the United States and Canada to HanesBrand Inc., for $90.0 million in cash. The Company recorded a gain of $90.0 million associated with the transaction.

On August 2, 2021, the Company completed the acquisition of Lady Leisure InvestCo Limited (the “Acquired Company”) for $417.4 million, which is net of acquired cash of $7.4 million. The Acquired Company owns the Sweaty Betty® brand and activewear business, a premium women’s activewear brand. See Note 16 for further discussion.

Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for a complete presentation of the financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included in the accompanying financial statements. For further information, refer to the consolidated financial statements and notes included in the Company’s 2021 Form 10-K.

The COVID-19 pandemic, the duration and severity of which is subject to uncertainty, has had and continues to have, an impact on the Company's business. Management's estimates and assumptions used in the preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP take into account both current and expected potential future impacts of the COVID-19 pandemic on the Company’s business based on available information. Actual results may differ materially from management’s estimates.

Fiscal Year

The Company’s fiscal year is the 52 or 53-week period that ends on the Saturday nearest to December 31. Fiscal years 2022 and 2021 each have 52 weeks. The Company reports its quarterly results of operations on the basis of 13-week quarters for each of the first three fiscal quarters and a 13 or 14-week period for the fiscal fourth quarter. References to particular years or quarters refer to the Company’s fiscal years ended on the Saturday nearest to December 31 or the fiscal quarters within those years.

Seasonality

The Company experiences moderate fluctuations in sales volume during the year, as reflected in quarterly revenue. The Company expects current seasonal sales patterns to continue in future years. The Company also experiences some fluctuation in its levels of working capital, typically reflecting an increase in net working capital requirements near the end of the first and third fiscal quarters as inventory builds to support peak shipping periods. Historically, cash provided by operating activities is higher in the second half of the fiscal year due to collection of wholesale channel receivables and direct-to-consumer sales being higher during the holiday season. The Company meets its working capital requirements through internal operating cash flows and, as needed, under its revolving credit facility, as discussed in more detail under the caption "Liquidity and Capital Resources" in Item 2: "Management's Discussion and Analysis of Financial Condition and Results of Operations". The Company's working capital could also be impacted by other events, including the COVID-19 pandemic or other events.

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2.NEW ACCOUNTING STANDARDS

The Financial Accounting Standards Board (“FASB”) has issued the following Accounting Standards Update (“ASU”) that the Company has not yet adopted. The following is a summary of the new standard.

Standard

Description

Effect on the Financial Statements or Other Significant Matters

ASU 2020-04, Reference Rate Reform (Topic 848); Facilitation of the Effects of Reference Rate Reform on Financial Reporting (as amended by ASU 2021-01)

Provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for the Company’s borrowing instruments under the amended senior credit facility, which use LIBOR as a reference rate, and is available for adoption effective immediately but is only available through December 31, 2022.

The Company is evaluating the impact of the new standard on its consolidated financial statements.

3.EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share.


	Quarter Ended				Year-To-Date Ended
(In millions, except per share data)	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Numerator:
Net earnings attributable to Wolverine World Wide, Inc.	$	124.6	$	44.7	$	134.3	$	83.2
Adjustment for earnings allocated to non-vested restricted common stock	(2.5)		(0.7)		(2.6)		(1.4)


Net earnings used in calculating basic and diluted earnings per share	$	122.1	$	44.0	$	131.7	$	81.8
Denominator:
Weighted average shares outstanding	79.7		82.6		80.6		82.5
Adjustment for non-vested restricted common stock	—		(0.1)		—		(0.2)
Shares used in calculating basic earnings per share	79.7		82.5		80.6		82.3
Effect of dilutive stock options	0.2		1.1		0.3		1.1
Shares used in calculating diluted earnings per share	79.9		83.6		80.9		83.4
Net earnings per share:
Basic	$	1.53	$	0.53	$	1.63	$	0.99
Diluted	$	1.53	$	0.53	$	1.63	$	0.98

For the quarter and year-to-date ended July 2, 2022, 1,458,340 and 1,070,944 outstanding stock options, respectively, have not been included in the denominator for the computation of diluted earnings per share because they were anti-dilutive.

For the quarter and year-to-date ended July 3, 2021, 426,920 and 345,247 outstanding stock options, respectively, have not been included in the denominator for the computation of diluted earnings per share because they were anti-dilutive.

4.GOODWILL AND INDEFINITE-LIVED INTANGIBLES

The changes in the carrying amount of goodwill are as follows:


	Year-To-Date Ended
(In millions)	July 2, 2022		July 3, 2021
Goodwill balance at beginning of the year	$	556.6	$	442.4


Foreign currency translation effects	(17.5)		1.2
Goodwill balance at end of the quarter	$	539.1	$	443.6

The Company’s indefinite-lived intangible assets, which comprise trade names and trademarks, totaled $680.7 million, $718.1 million, and $382.3 million as of July 2, 2022, January 1, 2022, and July 3, 2021, respectively. The carrying values of the

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Company’s Sperry® and Sweaty Betty® trade names were $296.0 million and $298.3 million, respectively, as of July 2, 2022. Based on the interim impairment assessment as of July 2, 2022, it was determined that there were no triggering events indicating impairment of the Company’s goodwill and indefinite-lived intangible assets. The risk of future non-cash impairment for the Sperry® and Sweaty Betty® trade names is dependent on whether actual results differ from the key assumptions used in the determination of the trade name's fair value, such as revenue growth, earnings before interest, taxes, depreciation and amortization ("EBITDA") margin, discount rate, and assumed tax rate, or if macroeconomic conditions deteriorate and adversely affect the values of the Company's Sperry® and Sweaty Betty® trade names.

5.REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue Recognition and Performance Obligations

The Company provides disaggregated revenue by sales channel, including the wholesale and direct-to-consumer sales channels, reconciled to the Company’s reportable segments. The wholesale channel includes royalty revenues due to the similarity in the Company’s oversight and management, customer base, the performance obligation (footwear and apparel goods) and point in time completion of the performance obligation. The direct-to-consumer sales channel includes sales from the Company’s owned retail stores and from the Company’s owned eCommerce sites.


	Quarter Ended July 2, 2022						Quarter Ended July 3, 2021
(In millions)	Wholesale		Direct-to-Consumer		Total		Wholesale		Direct-to-Consumer		Total
Wolverine Michigan Group	$	322.2	$	67.5	$	389.7	$	282.0	$	72.4	$	354.4
Wolverine Boston Group	196.8		57.1		253.9		194.5		63.5		258.0
Other	28.4		41.6		70.0		18.2		1.3		19.5
Total	$	547.4	$	166.2	$	713.6	$	494.7	$	137.2	$	631.9


	Year-To-Date Ended July 2, 2022						Year-To-Date Ended July 3, 2021
(In millions)	Wholesale		Direct-to-Consumer		Total		Wholesale		Direct-to-Consumer		Total
Wolverine Michigan Group	$	597.8	$	121.2	$	719.0	$	516.4	$	135.7	$	652.1
Wolverine Boston Group	365.8		100.4		466.2		345.3		113.6		458.9
Other	57.2		86.0		143.2		29.4		2.2		31.6
Total	$	1,020.8	$	307.6	$	1,328.4	$	891.1	$	251.5	$	1,142.6

The Company has agreements to license symbolic intellectual property with minimum guarantees or fixed consideration. The Company is due $14.7 million of remaining fixed transaction price under its license agreements as of July 2, 2022, which it expects to recognize per the terms of its contracts over the course of time through December 2026. The Company has elected to omit the remaining variable consideration under its license agreements given the Company recognizes revenue equal to what it has the right to invoice and that amount corresponds directly with the value to the customer of the Company’s performance to date.

Reserves for Variable Consideration

Revenue is recorded at the net sales price (“transaction price”), which includes estimates of variable consideration for which reserves are established. Components of variable consideration include trade discounts and allowances, product returns, customer markdowns, customer rebates and other sales incentives relating to the sale of the Company’s products. These reserves, as detailed below, are based on the amounts earned, or to be claimed on the related sales. These estimates take into consideration a range of possible outcomes, which are probability-weighted in accordance with the expected value method for relevant factors such as current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the respective underlying contracts. Revenue recognized during the fiscal periods presented related to the Company’s contract liabilities was nominal.

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The Company’s contract balances are as follows:


(In millions)	July 2, 2022		January 1, 2022		July 3, 2021
Product returns reserve	$	12.9	$	16.6	$	10.7
Customer markdowns reserve	2.7		2.3		3.3
Other sales incentives reserve	3.8		3.4		4.4
Customer rebates liability	15.5		17.0		14.2
Customer advances liability	5.9		6.8		7.1

The amount of variable consideration included in the transaction price may be constrained and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future period. Actual amounts of consideration ultimately received may differ from initial estimates. If actual results in the future vary from initial estimates, the Company subsequently adjusts these estimates, which affects net revenue and earnings in the period such variances become known.

6.DEBT

Total debt consists of the following obligations:


(In millions)	July 2, 2022		January 1, 2022		July 3, 2021
Term Facility, due October 21, 2026	$	195.0	$	200.0	$	—
Term Loan A, due December 6, 2023	—		—		175.0

Senior Notes, 5.000% interest, due September 1, 2026	—		—		250.0
Senior Notes, 6.375% interest, due May 15, 2025	—		—		300.0
Senior Notes, 4.000% interest, due August 15, 2029	550.0		550.0		—
Borrowings under revolving credit agreements	490.0		225.0		—
Unamortized deferred financing costs	(7.6)		(8.2)		(6.6)
Total debt	$	1,227.4	$	966.8	$	718.4

On October 21, 2021, the Company entered into a 2021 Replacement Facility Amendment and Reaffirmation Agreement (the “Amendment”) of its credit facility (as amended and restated, the "Credit Agreement"). The Amendment amended and restated the prior credit agreement to, among other things: (i) provide for a term loan A facility (the “Term Facility”) in an aggregate principal amount of $200.0 million, which replaced the existing term loan A; (ii) provide for an increased revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Senior Credit Facilities”) with total commitments of $1.0 billion, an increase of $200.0 million from the existing Revolving Facility; and (iii) set the LIBOR floor to 0.000%, a decrease of 0.750% from the existing Senior Credit Facilities. The maturity date of the loans under the Senior Credit Facilities was extended to October 21, 2026. The Amendment provides for a debt capacity of up to an aggregate debt amount (including outstanding term loan principal and revolver commitment amounts in addition to permitted incremental debt) not to exceed $2.0 billion unless certain specified conditions set forth in the Credit Agreement are met.

The Term Facility requires quarterly principal payments with a balloon payment due on October 21, 2026. The scheduled principal payments due under the Term Facility over the next 12 months total $10.0 million as of July 2, 2022 and are recorded as current maturities of long-term debt on the consolidated condensed balance sheets.

The Revolving Facility allows the Company to borrow up to an aggregate amount of $1.0 billion. The Revolving Facility also includes a $100.0 million swingline subfacility and a $50.0 million letter of credit subfacility. The Company had outstanding letters of credit under the Revolving Facility of $5.8 million, $5.8 million and $6.1 million as of July 2, 2022, January 1, 2022 and July 3, 2021, respectively. These outstanding letters of credit reduce the borrowing capacity under the Revolving Facility.

The interest rates applicable to amounts outstanding under Term Facility and to U.S. dollar denominated amounts outstanding under the Revolving Facility are, at the Company’s option, either (1) the Alternate Base Rate plus an Applicable Margin as determined by the Company’s Consolidated Leverage Ratio, within a range of 0.125% to 1.000%, or (2) the Eurocurrency Rate plus an Applicable Margin as determined by the Company’s Consolidated Leverage Ratio, within a range of 1.125% to 2.000% (all capitalized terms used in this sentence are as defined in the Credit Agreement). At July 2, 2022, the Term Facility and the Revolving Facility had a weighted-average interest rate of 2.54%.

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The obligations of the Company pursuant to the Credit Agreement are guaranteed by substantially all of the Company’s material domestic subsidiaries and secured by substantially all of the personal and real property of the Company and its material domestic subsidiaries, subject to certain exceptions.

The Senior Credit Facilities also contain certain affirmative and negative covenants, including covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things: incur or guarantee indebtedness; incur liens; pay dividends or repurchase stock; enter into transactions with affiliates; consummate asset sales, acquisitions or mergers; prepay certain other indebtedness; or make investments, as well as covenants restricting the activities of certain foreign subsidiaries of the Company that hold intellectual property related assets. Further, the Senior Credit Facilities require compliance with the following financial covenants: a maximum Consolidated Leverage Ratio and a minimum Consolidated Interest Coverage Ratio (all capitalized terms used in this paragraph are as defined in the Senior Credit Facilities). As of July 2, 2022, the Company was in compliance with all covenants and performance ratios under the Senior Credit Facilities.

On August 26, 2021, the Company issued $550.0 million aggregate principal debt amount of 4.000% senior notes due on August 15, 2029. Related interest payments are due semi-annually beginning February 15, 2022. The senior notes are guaranteed by substantially all of the Company’s domestic subsidiaries. The proceeds from the senior notes were used to extinguish the Company’s $250.0 million senior notes due on September 1, 2026 and $300.0 million senior notes due on May 15, 2025.

The Company has a foreign revolving credit facility with aggregate available borrowings of $4.0 million that are uncommitted and, therefore, each borrowing against the facility is subject to approval by the lender. There were no borrowings against this facility as of July 2, 2022, January 1, 2022 and July 3, 2021.

The Company included in interest expense the amortization of deferred financing costs of $0.5 million and $1.0 million for the quarter and year-to-date ended July 2, 2022, respectively. The Company included in interest expense the amortization of deferred financing costs of $0.6 million and $1.3 million for the quarter and year-to-date ended July 3, 2021, respectively.

7. LEASES

The following is a summary of the Company’s lease cost.


	Quarter Ended				Year-To-Date Ended
(In millions)	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Operating lease cost	$	8.8	$	8.0	$	17.8	$	16.1
Variable lease cost	4.0		2.9