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 26, 2005
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: 001-06024
WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware |
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38-1185150 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(IRS Employer Identification No.) |
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9341 Courtland Drive, Rockford, Michigan |
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49351 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(616) 866-5500 |
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|
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(Registrant's Telephone Number, Including Area Code) |
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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 58,504,677 shares of Common Stock, $1 par value, outstanding as of April 29, 2005, of which 650,293 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 regarding acceptance of new products, anticipated sell-throughs, future progress toward achieving the Company's strategic growth plan, estimated tax rate, the use of excess cash flows, future revenues, earnings and marketing, statements in Part I, Item 2 regarding the overview, the Company's financial condition, liquidity and capital resources and statements in Part I, 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, uncertaint ies and assumptions ("Risk Factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements.
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; changes in planned consumer demand or at-once orders; customer order cancellations; the impact of competition and pricing by the Company's competitors; changes in government and regulatory policies; foreign currency fluctuation in valuations compared to the U.S. Dollar; changes in monetary controls and valuations of the Chinese Yuan; 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; the size and growth of footwear markets; ser vice interruptions at shipping and receiving ports; changes in the amount or severity of inclement weather; changes due to 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; relationships with 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; retail buying patterns; consolidation in the retail sector; and the acceptability of U .S. brands in international markets. Additionally, concern regarding acts of terrorism, the war in Iraq and subsequent events have created significant global economic and political uncertainties 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. 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 time-to-time, that may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual resul ts. 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
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ITEM 1. |
Financial Statements |
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
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March 26, |
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January 1, |
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March 27, |
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ASSETS |
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CURRENT ASSETS |
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|
|
|
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|
|
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Cash and cash equivalents |
$ |
44,043 |
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$ |
72,172 |
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$ |
36,770 |
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Accounts receivable, less allowances |
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|
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March 26, 2005 - $8,790 |
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|
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January 1, 2005 - $8,200 |
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|
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March 27, 2004 - $11,919 |
|
181,746 |
|
|
151,174 |
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|
168,670 |
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Inventories: |
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|
|
|
|
|
|
|
|
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Finished products |
|
171,338 |
|
|
161,315 |
|
|
153,440 |
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Raw materials and work in process |
|
22,785 |
|
|
21,609 |
|
|
20,181 |
|
|
|
|
194,123 |
|
|
182,924 |
|
|
173,621 |
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Other current assets |
|
22,190 |
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24,585 |
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23,437 |
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TOTAL CURRENT ASSETS |
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442,102 |
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430,855 |
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|
402,498 |
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|
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PROPERTY, PLANT & EQUIPMENT |
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Gross cost |
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255,723 |
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|
252,844 |
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|
242,650 |
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Less accumulated depreciation |
|
(161,634 |
) |
|
(157,914 |
) |
|
(146,315 |
) |
|
|
|
94,089 |
|
|
94,930 |
|
|
96,335 |
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OTHER ASSETS |
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|
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|
|
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|
|
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Goodwill and other non-amortizable intangibles |
|
43,701 |
|
|
43,642 |
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42,200 |
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Other |
|
69,907 |
|
|
70,144 |
|
|
70,736 |
|
|
|
|
113,608 |
|
|
113,786 |
|
|
112,936 |
|
|
|
|
|
|
|
|
|
|
|
|
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TOTAL ASSETS |
$ |
649,799 |
|
$ |
639,571 |
|
$ |
611,769 |
|
See notes to consolidated condensed financial statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets - Continued
(Thousands of dollars, except share data)
|
|
March 26, |
|
January 1, |
|
March 27, |
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|||
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
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|
|
|
|
|
|
|
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CURRENT LIABILITIES |
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|
|
|
|
|
|
|
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Notes payable |
$ |
1,000 |
|
$ |
1,000 |
|
$ |
1,000 |
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Accounts payable |
|
44,326 |
|
|
50,521 |
|
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37,986 |
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Accrued salaries and wages |
|
13,633 |
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|
19,435 |
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10,628 |
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Other accrued liabilities |
|
44,395 |
|
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28,560 |
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32,328 |
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Current maturities of long-term debt |
|
10,735 |
|
|
10,735 |
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|
15,020 |
|
|
TOTAL CURRENT LIABILITIES |
|
114,089 |
|
|
110,251 |
|
|
96,962 |
|
|
|
|
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|
|
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Long-term debt (less current maturities) |
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36,848 |
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32,169 |
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43,898 |
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Other non-current liabilities |
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36,555 |
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38,294 |
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34,198 |
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Minority interest |
|
567 |
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|
566 |
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|
331 |
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STOCKHOLDERS' EQUITY |
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Common stock - par value $1, authorized |
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160,000,000 shares; shares issued |
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(including shares in treasury): |
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March 26, 2005 - 58,345,965 shares |
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|
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January 1, 2005 - 67,350,495 shares |
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|
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|
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March 27, 2004 - 66,924,583 shares |
|
58,346 |
|
|
67,350 |
|
|
66,925 |
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Additional paid-in capital |
|
- |
|
|
99,518 |
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|
88,104 |
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|
Retained earnings |
|
405,131 |
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|
437,406 |
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392,376 |
|
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Accumulated other comprehensive income |
|
16,567 |
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19,446 |
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|
8,982 |
|
|
Unearned compensation |
|
(8,026 |
) |
|
(4,955 |
) |
|
(7,733 |
) |
|
Cost of shares in treasury: |
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|
|
|
|
|
|
|
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March 26, 2005 - 488,493 shares |
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|
|
|
|
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|
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January 1, 2005 - 9,452,361 shares |
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|
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March 27, 2004 - 7,518,884 shares |
|
(10,278 |
) |
|
(160,474 |
) |
|
(112,274 |
) |
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TOTAL STOCKHOLDERS' EQUITY |
|
461,740 |
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|
458,291 |
|
|
436,380 |
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|
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TOTAL LIABILITIES AND |
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|
|
|
|
|
|
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STOCKHOLDERS' EQUITY |
$ |
649,799 |
|
$ |
639,571 |
|
$ |
611,769 |
|
( ) - Denotes deduction
See notes to consolidated condensed financial statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Thousands of dollars, except share data)
(Unaudited)
|
|
|
12 Weeks Ended |
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||||
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March 26, |
|
March 27, |
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||
|
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|
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Revenue |
|
$ |
245,175 |
|
$ |
224,871 |
|
|
Cost of products sold |
|
|
148,769 |
|
|
139,430 |
|
|
|
|
|
|
|
|
|
|
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GROSS MARGIN |
|
|
96,406 |
|
|
85,441 |
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|
|
|
|
|
|
|
|
|
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Selling and administrative expenses |
|
|
72,154 |
|
|
66,337 |
|
|
OPERATING INCOME |
|
|
24,252 |
|
|
19,104 |
|
|
|
|
|
|
|
|
|
|
|
Other expenses (income): |
|
|
|
|
|
|
|
|
Interest expense |
|
|
833 |
|
|
1,049 |
|
|
Interest income |
|
|
(314 |
) |
|
(111 |
) |
|
Other - net |
|
|
(133 |
) |
|
72 |
|
|
|
|
|
386 |
|
|
1,010 |
|
|
EARNINGS BEFORE INCOME TAXES |
|
|
|
|
|
|
|
|
AND MINORITY INTEREST |
|
|
23,866 |
|
|
18,094 |
|
|
Income taxes |
|
|
7,733 |
|
|
5,778 |
|
|
|
|
|
|
|
|
|
|
|
EARNINGS BEFORE MINORITY |
|
|
|
|
|
|
|
|
INTEREST |
|
|
16,133 |
|
|
12,316 |
|
|
Minority interest |
|
|
- |
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
NET EARNINGS |
|
$ |
16,133 |
|
$ |
12,299 |
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
.28 |
|
$ |
.21 |
|
|
Diluted |
|
$ |
.27 |
|
$ |
.20 |
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per share |
|
$ |
.065 |
|
$ |
.043 |
|
|
|
|
|
|
|
|
||
|
Shares used for net earnings per share computation: |
|
|
|
|
|
||
|
Basic |
|
56,860,475 |
|
58,202,929 |
|
||
|
Diluted |
|
59,818,294 |
|
60,833,559 |
|
||
See notes to consolidated condensed financial statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Statement of Stockholders' Equity
(Thousands of dollars, except share data)
(Unaudited)
|
|
12 Weeks |
|
|
|
|
Ended |
|
|
|
|
March 26, |
|
|
|
|
|
|
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|
COMMON STOCK |
|
|
|
|
Balance at beginning of the year |
$ |
67,350 |
|
|
Common stock issued under stock incentive plans |
|
348 |
|
|
Issuance of treasury shares for stock split |
|
(9,352 |
) |
|
Balance at end of the quarter |
$ |
58,346 |
|
|
|
|
|
|
|
ADDITIONAL PAID-IN CAPITAL |
|
|
|
|
Balance at beginning of the year |
$ |
99,518 |
|
|
Amounts associated with common stock issued under stock incentive plans |
|
5,180 |
|
|
Issuance of treasury shares for stock split (9,352,361 shares) |
|
(104,726 |
) |
|
Net change in notes receivable |
|
28 |
|
|
Balance at end of the quarter |
$ |
- |
|
|
|
|
|
|
|
RETAINED EARNINGS |
|
|
|
|
Balance at beginning of the year |
$ |
437,406 |
|
|
Issuance of treasury shares for stock split |
|
(44,723 |
) |
|
Net earnings |
|
16,133 |
|
|
Cash dividends |
|
(3,685 |
) |
|
Balance at end of the quarter |
$ |
405,131 |
|
|
|
|
|
|
|
ACCUMULATED OTHER COMPREHENSIVE INCOME |
|
|
|
|
Balance at beginning of the year |
$ |
19,446 |
|
|
Foreign currency translation adjustments |
|
(3,741 |
) |
|
Change in fair value of foreign exchange contracts, net of taxes |
|
862 |
|
|
Balance at end of the quarter |
$ |
16,567 |
|
|
|
|
|
|
|
UNEARNED COMPENSATION |
|
|
|
|
Balance at beginning of the year |
$ |
(4,955 |
) |
|
Awards under restricted stock incentive plans |
|
(3,943 |
) |
|
Compensation expense |
|
872 |
|
|
Balance at end of the quarter |
$ |
(8,026 |
) |
|
|
|
|
|
|
COST OF SHARES IN TREASURY |
|
|
|
|
Balance at beginning of the year |
$ |
(160,474 |
) |
|
Repurchase of common stock for treasury (391,372 shares) |
|
(8,655 |
) |
|
Issuance of treasury shares (2,879 shares) |
|
48 |
|
|
Issuance of treasury shares for stock split (9,352,361 shares) |
|
158,803 |
|
|
Balance at end of the quarter |
$ |
(10,278 |
) |
|
|
|
|
|
|
TOTAL STOCKHOLDERS' EQUITY AT END OF THE QUARTER |
$ |
461,740 |
|
See notes to consolidated condensed financial statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Thousands of dollars)
(Unaudited)
|
|
12 Weeks Ended |
|
||||
|
|
March 26, |
|
March 27, |
|
||
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
Net earnings |
$ |
16,133 |
|
$ |
12,299 |
|
|
Adjustments necessary to reconcile net earnings to net cash |
|
|
|
|
|
|
|
Depreciation |
|
4,344 |
|
|
4,478 |
|
|
Amortization |
|
98 |
|
|
199 |
|
|
Deferred income taxes |
|
568 |
|
|
(29 |
) |
|
Unearned compensation |
|
872 |
|
|
727 |
|
|
Other |
|
1,538 |
|
|
(342 |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
|
(32,384 |
) |
|
(22,281 |
) |
|
Inventories |
|
(10,973 |
) |
|
(9,364 |
) |
|
Other assets |
|
3,034 |
|
|
(3,203 |
) |
|
Accounts payable and other accrued liabilities |
|
1,527 |
|
|
9,210 |
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
(15,243 |
) |
|
(8,306 |
) |
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
Business acquisitions |
|
(2,146 |
) |
|
- |
|
|
Additions to property, plant and equipment |
|
(3,784 |
) |
|
(4,854 |
) |
|
Other |
|
124 |
|
|
58 |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
(5,806 |
) |
|
(4,796 |
) |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
12,623 |
|
|
10,002 |
|
|
Payments of long-term debt |
|
(8,040 |
) |
|
(10,006 |
) |
|
Cash dividends |
|
(3,709 |
) |
|
(2,526 |
) |
|
Purchase of common stock for treasury |
|
(8,655 |
) |
|
(5,837 |
) |
|
Proceeds from shares issued under stock incentive plans |
|
1,664 |
|
|
1,181 |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
(6,117 |
) |
|
(7,186 |
) |
|
Effect of foreign exchange rate changes |
|
(963 |
) |
|
1,702 |
|
|
|
|
|
|
|
|
|
|
DECREASE IN CASH AND CASH EQUIVALENTS |
|
(28,129 |
) |
|
(18,586 |
) |
|
Cash and cash equivalents at beginning of the period |
|
72,172 |
|
|
55,356 |
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD |
$ |
44,043 |
|
$ |
36,770 |
|
( ) - 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 1. Summary of Significant Accounting Policies NATURE OF OPERATIONS BASIS OF PRESENTATION REVENUE RECOGNITION The Company records provisions against gross revenue for estimated stock returns and cash discounts in the period when the related revenue is recorded. These estimates are based on factors that include, but are not limited to, historical stock returns, historical discounts taken and analysis of credit memorandum activity. COST OF PRODUCTS SOLD SEASONALITY RECLASSIFICATIONS
March 26, 2005 and March 27, 2004
Wolverine World Wide, Inc. (NYSE: WWW) is a leading designer, manufacturer and marketer of a broad line of quality casual shoes, performance outdoor footwear, work shoes and boots, uniform shoes and boots, constructed slippers and moccasins. The Company's global portfolio of owned and licensed brands includes: Bates®, CAT®, Harley-Davidson®, Hush Puppies®, HyTest®, Merrell®, Sebago®, Stanley® and Wolverine®. Apparel and licensing programs are utilized to extend the Company's owned brands into product categories beyond footwear. The Company also operates a retail division to showcase its brands and branded footwear from other manufacturers, a tannery that produces Wolverine Performance Leathers™ and a pigskin procurement operation.
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 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 footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2005.
Revenue is recognized on the sale of products manufactured or sourced by the Company when the related goods have been shipped and legal title has passed to the customer. Revenue generated through programs with licensees and distributors involving products bearing the Company's trademarks is recognized as earned according to stated contractual terms upon either the purchase or shipment of branded products by licensees and distributors.
Cost of products sold for the Company's operations include the actual product costs, including inbound freight charges, purchasing and receiving costs, inspection costs, and internal transfer costs. Warehousing costs are included in selling and administrative expenses.
The Company's business is subject to seasonal influences and has twelve weeks in each of the first three quarters and sixteen or seventeen weeks in the fourth quarter. Both factors can cause significant differences in revenue and earnings from quarter to quarter; however, the differences have followed a consistent pattern in previous years.
Certain prior period amounts on the consolidated condensed financial statements have been reclassified to conform to current period presentation. These reclassifications did not affect net earnings.
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements - continued 2. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share:
March 26, 2005 and March 27, 2004
|
|
|
12 Weeks Ended |
|
||
|
|
|
March 26, |
|
March 27, |
|
|
Weighted average shares outstanding |
|
57,992,184 |
|
59,303,406 |
|
|
Adjustment for nonvested restricted common stock |
|
(1,131,709 |
) |
(1,100,477 |
) |
|
Denominator for basic earnings per share |
|
56,860,475 |
|
58,202,929 |
|
|
Effect of dilutive stock options |
|
2,135,284 |
|
2,049,765 |
|
|
Adjustment for nonvested restricted common stock - |
|
|
|
|
|
|
Denominator for diluted earnings per share |
|
59,818,294 |
|
60,833,559 |
|
Options to purchase 314,671 shares of common stock at March 26, 2005 and 1,209,843 shares at March 27, 2004 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 anti-dilutive.
STOCK SPLIT
On December 15, 2004 the Company announced a three-for-two stock split in the form of a stock dividend on shares of common stock outstanding at January 3, 2005 that was distributed to shareholders on February 1, 2005. All share and per share amounts in the consolidated condensed financial statements and related notes have been adjusted to reflect the stock split. Treasury shares were excluded from the stock split. Approximately half of the shares distributed in the stock split were issued out of treasury shares.
3. Goodwill and Other Non-Amortizable Intangibles
The changes in the net carrying amounts of goodwill and trademarks are as follows (thousands of dollars):
|
|
Goodwill |
|
Trademarks |
|
Total |
|
|||
|
Balance at March 27, 2004 |
$ |
34,411 |
|
$ |
7,789 |
|
$ |
42,200 |
|
|
Intangibles acquired |
|
- |
|
|
301 |
|
|
301 |
|
|
Purchase accounting adjustments |
|
(444 |
) |
|
- |
|
|
(444 |
) |
|
Foreign currency translation effects |
|
1,585 |
|
|
- |
|
|
1,585 |
|
|
Balance at January 1, 2005 |
|
35,552 |
|
|
8,090 |
|
|
43,642 |
|
|
Intangibles acquired |
|
734 |
|
|
22 |
|
|
756 |
|
|
Foreign currency translation effects |
|
(697 |
) |
|
- |
|
|
(697 |
) |
|
Balance at March 26, 2005 |
$ |
35,589 |
|
$ |
8,112 |
|
$ |
43,701 |
|
4. Comprehensive Income
Comprehensive income represents net earnings and any revenue, 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 income is as follows (thousands of dollars):
|
|
March 26, |
|
January 1, |
|
March 27, |
|
|||
|
Foreign currency translation adjustments |
$ |
20,046 |
|
$ |
23,787 |
|
$ |
14,343 |
|
|
Foreign currency cash flow hedge adjustments, net of taxes |
|
(615 |
) |
|
(1,477 |
) |
|
(1,478 |
) |
|
Minimum pension liability adjustments, net of taxes |
|
(2,864 |
) |
|
(2,864 |
) |
|
(3,883 |
) |
|
Accumulated other comprehensive income |
$ |
16,567 |
|
$ |
19,446 |
|
$ |
8,982 |
|
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements - continued The reconciliation from net earnings to comprehensive income is as follows (thousands of dollars):
March 26, 2005 and March 27, 2004
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|
|
12 Weeks Ended |
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||||
|
|
|
March 26, |
|
March 27, |
|
||
|
Net earnings |
|
$ |
16,133 |
|
$ |
12,299 |
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
(3,741 |
) |
|
283 |
|