SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the first twelve week accounting period ended March 22, 2003
OR
[ ] 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: 1-6024
WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware |
|
38-1185150 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
|
(IRS Employer Identification No.) |
|
|
|
|
|
|
|
|
|
9341 Courtland Drive, Rockford, Michigan |
|
49351 |
|
(Address of Principal Executive Offices) |
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(Zip Code) |
|
|
(616) 866-5500 |
|
|
|
(Registrant's Telephone Number, Including Area Code) |
|
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 X No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
There were 46,174,431 shares of Common Stock, $1 par value, outstanding as of May 2, 2003, of which 6,282,196 shares are held as Treasury Stock.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the footwear business, worldwide economics and the Company itself including, without limitation, statements in Part 1, Item 2 regarding the Company's financial condition, liquidity and capital resources and statements in Part 1, Item 3 regarding market risk. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," "should," "will," variations of such words and similar expressions are intended to identify such 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 forwar d-looking statements.
Risk Factors include, but are not limited to, uncertainties relating to changes in demand for the Company's products; changes in consumer preferences or spending patterns; the cost and availability of inventories, services, labor and equipment furnished to the Company; the cost and availability of contract manufacturers; the cost and availability of raw materials, including leather; the impact of competition and pricing by the Company's competitors; changes in government and regulatory policies; foreign currency fluctuations; changes in trading policies or import and export regulations; changes in interest rates, tax laws, duties, tariffs, quotas or applicable assessments; technological developments; changes in local, domestic or international economic and market conditions including the severity of the continued weakness in the U.S. economy; the size and growth of footwear markets; service interruptions at shipping and receiving ports; changes in the amount or severity of inclement weather; changes due t o the growth of Internet commerce; popularity of particular designs and categories of footwear; the ability of the Company to manage and forecast its growth and inventories; the ability to secure and protect trademarks, patents and other intellectual property; integration of operations of newly acquired businesses; changes in business strategy or development plans; the ability to attract and retain qualified personnel; the ability to retain rights to brands licensed by the Company; loss of significant customers; dependence on international distributors and licensees; the Company's ability to meet at-once orders; the exercise of future purchase options by the U.S. Department of Defense on previously awarded contracts; the risk of doing business in developing countries and economically volatile areas; and domestic and international terrorism and war. Additionally, the terrorist attacks on September 11, 2001, the continuing war on terrorism, the war in Iraq and subsequent events have created significant global economic and political uncertanties that may have material and adverse effects on consumer demand, foreign sourcing of footwear, shipping and transportation, product imports and exports and the sale of products in foreign markets. Also, health concerns and travel restrictions relating to Severe Acute Respiratory Syndrome (SARS) and related illnesses have the potential to cause material disruptions to supply chain, product development and consumer purchasing activities. These Risk Factors could have a material adverse impact on the Company's financial condition and results of operations as well as the footwear and retail industries generally. These matters are representative of the Risk Factors that could cause a difference between an ultimate actual outcome and a forward-looking statement. Historical operating results are not necessarily indicative of the results that may be expected in the future. The Risk Factors included here are not exhaustive. Other Risk Factors exist, and new Risk Factors emerge from t ime-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, whether as a result of new information, future events or otherwise.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
|
March 22, |
|
December 28, |
|
March 23, |
|||
|
ASSETS |
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
17,506 |
|
$ |
27,078 |
|
$ |
6,243 |
|
Accounts receivable, less allowances |
|
|
|
|
|
|
|
|
|
March 22, 2003 - $10,848 |
|
|
|
|
|
|
|
|
|
December 28, 2002 - $10,191 |
|
|
|
|
|
|
|
|
|
March 23, 2002 - $9,187 |
|
165,681 |
|
|
156,285 |
|
|
162,620 |
|
Inventories: |
|
|
|
|
|
|
|
|
|
Finished products |
|
150,691 |
|
|
146,229 |
|
|
156,110 |
|
Raw materials and work in process |
|
23,342 |
|
|
22,769 |
|
|
23,451 |
|
|
174,033 |
|
|
168,998 |
|
|
179,561 |
|
Other current assets |
|
11,643 |
|
|
10,984 |
|
|
9,358 |
|
TOTAL CURRENT ASSETS |
|
368,863 |
|
|
363,345 |
|
|
357,782 |
|
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT & EQUIPMENT |
|
|
|
|
|
|
|
|
|
Gross cost |
|
230,632 |
|
|
225,974 |
|
|
217,148 |
|
Less accumulated depreciation |
|
132,427 |
|
|
128,700 |
|
|
118,384 |
|
|
98,205 |
|
|
97,274 |
|
|
98,764 |
|
OTHER ASSETS |
|
|
|
|
|
|
|
|
|
Goodwill and other non-amortizable intangibles |
|
30,210 |
|
|
30,706 |
|
|
26,726 |
|
Other |
|
40,517 |
|
|
40,669 |
|
|
59,709 |
|
|
70,727 |
|
|
71,375 |
|
|
86,435 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
$ |
537,795 |
|
$ |
531,994 |
|
$ |
542,981 |
See notes to consolidated condensed financial statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets - Continued
|
March 22, |
|
December 28, |
|
March 23, |
|
|||
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
Notes payable |
$ |
391 |
|
$ |
- |
|
$ |
713 |
|
|
Accounts payable and other accrued liabilities |
|
62,705 |
|
|
65,147 |
|
|
52,028 |
|
|
Current maturities of long-term debt |
|
15,030 |
|
|
15,030 |
|
|
15,030 |
|
|
TOTAL CURRENT LIABILITIES |
|
78,126 |
|
|
80,177 |
|
|
67,771 |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt (less current maturities) |
|
67,256 |
|
|
57,885 |
|
|
79,757 |
|
|
Other noncurrent liabilities |
|
24,547 |
|
|
24,692 |
|
|
17,296 |
|
|
Minority interest |
|
170 |
|
|
143 |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Common stock - par value $1, authorized |
|
|
|
|
|
|
|
|
|
|
80,000,000 shares; shares issued |
|
|
|
|
|
|
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|
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(including shares in treasury): |
|
|
|
|
|
|
|
|
|
|
March 22, 2003 - 46,102,477 shares |
|
|
|
|
|
|
|
|
|
|
December 28, 2002 - 45,839,831 shares |
|
|
|
|
|
|
|
|
|
|
March 23, 2002 - 45,680,330 shares |
|
46,102 |
|
|
45,840 |
|
|
45,680 |
|
|
Additional paid-in capital |
|
93,793 |
|
|
90,994 |
|
|
89,908 |
|
|
Retained earnings |
|
344,710 |
|
|
339,475 |
|
|
303,287 |
|
|
Accumulated other comprehensive loss |
|
(24,450 |
) |
|
(23,522 |
) |
|
(4,840 |
) |
|
Unearned compensation |
|
(5,792 |
) |
|
(3,833 |
) |
|
(5,978 |
) |
|
Cost of shares in treasury: |
|
|
|
|
|
|
|
|
|
|
March 22, 2003 - 6,290,113 shares |
|
|
|
|
|
|
|
|
|
|
December 28, 2002 - 5,869,429 shares |
|
|
|
|
|
|
|
|
|
|
March 23, 2002 - 3,955,080 shares |
|
(86,667 |
) |
|
(79,857 |
) |
|
(49,919 |
) |
|
TOTAL STOCKHOLDERS' EQUITY |
|
367,696 |
|
|
369,097 |
|
|
378,138 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND |
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
$ |
537,795 |
|
$ |
531,994 |
|
$ |
542,981 |
|
( ) - Denotes deduction.
See notes to consolidated condensed financial statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
|
|
|
12 Weeks Ended |
|
||||||||
|
|
|
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|
March 22, |
|
March 23, |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
$ |
191,485 |
|
$ |
177,277 |
|
|
Cost of products sold |
|
|
|
|
|
|
|
122,289 |
|
|
115,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS MARGIN |
|
|
|
|
|
|
|
69,196 |
|
|
62,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses |
|
|
|
|
|
|
|
56,883 |
|
|
50,864 |
|
|
OPERATING INCOME |
|
|
|
|
|
|
|
12,313 |
|
|
11,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
1,383 |
|
|
1,580 |
|
|
Interest income |
|
|
|
|
|
|
|
(107 |
) |
|
(51 |
) |
|
Other - net |
|
|
|
|
|
|
|
16 |
|
|
124 |
|
|
|
|
|
|
|
|
|
1,292 |
|
|
1,653 |
|
|
EARNINGS BEFORE INCOME TAXES |
|
|
|
|
|
|
|
|
|
|
|
|
|
AND MINORITY INTEREST |
|
|
|
|
|
|
|
11,021 |
|
|
9,585 |
|
|
Income taxes |
|
|
|
|
|
|
|
3,581 |
|
|
3,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS BEFORE MINORITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST |
|
|
|
|
|
|
|
7,440 |
|
|
6,422 |
|
|
Minority interest |
|
|
|
|
|
|
|
(26 |
) |
|
(19 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EARNINGS |
|
|
|
|
|
|
$ |
7,414 |
|
$ |
6,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
$ |
.19 |
|
$ |
.16 |
|
|
Diluted |
|
|
|
|
|
|
$ |
.18 |
|
$ |
.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per share |
|
|
|
|
|
|
$ |
.055 |
|
$ |
.045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used for net earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
computation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
39,197,470 |
|
|
40,807,194 |
|
|
Diluted |
|
|
|
|
|
|
|
40,612,110 |
|
|
42,319,561 |
|
See notes to consolidated condensed financial statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Stockholders' Equity
|
|
|
|
|
|
|
Accumulated |
|
|
|
Cost of |
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 28, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 |
$ |
45,840 |
|
$ |
90,994 |
|
$ |
339,475 |
|
$ |
(23,522 |
) |
$ |
(3,833 |
) |
$ |
(79,857 |
) |
$ |
369,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive gain (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
|
|
|
|
|
|
7,414 |
|
|
|
|
|
|
|
|
|
|
|
7,414 |
|
|
Dividends |
|
|
|
|
|
|
|
(2,179 |
) |
|
|
|
|
|
|
|
|
|
|
(2,179 |
) |
|
Purchase of 420,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares of common |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock for treasury |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,862 |
) |
|
(6,862 |
) |
|
Issuance of 3,803 shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
held in trust |
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
52 |
|
|
57 |
|
|
Issuance of common |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock under stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive plans |
|
262 |
|
|
2,802 |
|
|
|
|
|
|
|
|
(2,384 |
) |
|
|
|
|
680 |
|
|
Net change in notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
receivable |
|
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8 |
) |
|
Amortization of unearned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
425 |
|
|
|
|
|
425 |
|
|
Foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
translation adjustments |
|
|
|
|
|
|
|
|
|
|
(928 |
) |
|
|
|
|
|
|
|
(928 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at March 22, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 |
$ |
46,102 |
|
$ |
93,793 |
|
$ |
344,710 |
|
$ |
(24,450 |
) |
$ |
(5,792 |
) |
$ |
(86,667 |
) |
$ |
367,696 |
|
See notes to consolidated condensed financial statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
|
12 Weeks Ended |
|
||||
|
March 22, |
|
March 23, |
|
||
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
Net earnings |
$ |
7,414 |
|
$ |
6,403 |
|
|
Adjustments necessary to reconcile net earnings to net cash |
|
|
|
|
|
|
|
Depreciation |
|
4,013 |
|
|
3,925 |
|
|
Amortization |
|
236 |
|
|
107 |
|
|
Other |
|
(953 |
) |
|
(699 |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
|
(9,772 |
) |
|
(13,033 |
) |
|
Inventories |
|
(4,773 |
) |
|
12,545 |
|
|
Other assets |
|
(152 |
) |
|
(380 |
) |
|
Accounts payable and other accrued liabilities |
|
(2,230 |
) |
|
(10,397 |
) |
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
(6,217 |
) |
|
(1,529 |
) |
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
Business acquisitions, net of cash acquired |
|
- |
|
|
(25,793 |
) |
|
Additions to property, plant and equipment |
|
(4,950 |
) |
|
(2,152 |
) |
|
Other |
|
16 |
|
|
39 |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
(4,934 |
) |
|
(27,906 |
) |
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
11,119 |
|
|
18,000 |
|
|
Payments of long-term debt |
|
(1,513 |
) |
|
(14,061 |
) |
|
Net increase in short-term debt |
|
399 |
|
|
623 |
|
|
Cash dividends |
|
(2,179 |
) |
|
(1,871 |
) |
|
Purchase of common stock for treasury |
|
(6,862 |
) |
|
(3,581 |
) |
|
Proceeds from shares issued under stock incentive plans |
|
647 |
|
|
748 |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
1,611 |
|
|
(142 |
) |
|
Effect of foreign exchange rate changes |
|
(32 |
) |
|
- |
|
|
|
|
|
|
|
|
|
DECREASE IN CASH AND CASH EQUIVALENTS |
|
(9,572 |
) |
|
(29,577 |
) |
|
Cash and cash equivalents at beginning of the period |
|
27,078 |
|
|
35,820 |
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD |
$ |
17,506 |
|
$ |
6,243 |
|
( ) - Denotes reduction in cash and cash equivalents.
See notes to consolidated condensed financial statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
March 22, 2003 and March 23, 2002
1. Basis of Presentation
The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting solely 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 footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2002. Certain amounts previously reported in 2002 have been reclassified to conform with the presentation used in 2003.
2. Fluctuations
The Company's sales are seasonal. Seasonal sales patterns and the fact that the fourth quarter has sixteen or seventeen weeks as compared to twelve weeks in each of the first three quarters can cause significant differences in sales and earnings from quarter to quarter. These differences, however, have followed a consistent pattern each year.
3. Earnings Per Share
The following table sets forth the reconciliation of weighted average shares used in the computation of basic and diluted earnings per share:
|
|
|
|
12 Weeks Ended |
|
||||
|
|
|
|
|
|
March 22, |
|
March 23, |
|
|
Weighted average shares outstanding |
|
|
|
|
39,958,127 |
|
41,621,253 |
|
|
Adjustment for nonvested common stock |
|
|
|
|
(760,657 |
) |
(814,059 |
) |
|
Denominator for basic earnings per share |
|
|
|
|
39,197,470 |
|
40,807,194 |
|
|
Effect of dilutive stock options |
|
|
|
|
653,983 |
|
698,308 |
|
|
Adjustment for nonvested common stock |
|
|
|
|
760,657 |
|
814,059 |
|
|
Denominator for diluted earnings per share |
|
|
|
|
40,612,110 |
|
42,319,561 |
|
Options to purchase 1,142,952 shares of common stock at March 22, 2003 and 1,384,349 shares at March 23, 2002 have not been included in the denominator for the computation of diluted earnings per share because the related exercise prices were greater than the average market price for the period and, therefore, they were nondilutive.
4. Comprehensive Income (Loss)
Comprehensive income (loss) represents net earnings and any revenues, expenses, gains and losses that, under accounting principles generally accepted in the United States, are excluded from net earnings and recognized directly as a component of stockholders' equity. The ending accumulated other comprehensive loss at March 22, 2003, and March 23, 2002, includes foreign currency translation adjustment gain of $2,210,000 and loss of $3,694,000, respectively, loss on foreign exchange contracts of $244,000 (net of taxes of $89,000) and $0, respectively, and a minimum pension liability of $26,416,000 (net of taxes of $13,607,000) and $1,146,000 (net of taxes of $591,000), respectively.The reconciliation from net earnings to comprehensive income is as follows (thousands of dollars):
|
|
|
|||