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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


 

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)

 

(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 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.



1


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.




2


PART I. FINANCIAL INFORMATION

ITEM 1.

Financial Statements

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Balance Sheets
(Thousands of dollars)


 

March 26,
2005
(Unaudited)


 

January 1,
2005
(Audited)


 

March 27,
2004
(Unaudited)


 

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

     Cash and cash equivalents

$

44,043

 

$

72,172

 

$

36,770

 

     Accounts receivable, less allowances

 

 

 

 

 

 

 

 

 

          March 26, 2005 - $8,790

 

 

 

 

 

 

 

 

 

          January 1, 2005 - $8,200

 

 

 

 

 

 

 

 

 

          March 27, 2004 - $11,919

 

181,746

 

 

151,174

 

 

168,670

 

     Inventories:

 

 

 

 

 

 

 

 

 

          Finished products

 

171,338

 

 

161,315

 

 

153,440

 

          Raw materials and work in process

 


22,785


 

 


21,609


 

 


20,181


 

 

 

194,123

 

 

182,924

 

 

173,621

 

     Other current assets

 


22,190


 

 


24,585


 

 


23,437


 

TOTAL CURRENT ASSETS

 

442,102

 

 

430,855

 

 

402,498

 

 

 

 

 

 

 

 

 

 

 

PROPERTY, PLANT & EQUIPMENT

 

 

 

 

 

 

 

 

 

     Gross cost

 

255,723

 

 

252,844

 

 

242,650

 

     Less accumulated depreciation

 


(161,634


)


 


(157,914


)


 


(146,315


)


 

 

94,089

 

 

94,930

 

 

96,335

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

     Goodwill and other non-amortizable intangibles

 

43,701

 

 

43,642

 

 

42,200

 

     Other

 


69,907


 

 


70,144


 

 


70,736


 

 

 


113,608


 

 


113,786


 

 


112,936


 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$


649,799


 

$


639,571


 

$


611,769


 











See notes to consolidated condensed financial statements


3


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Balance Sheets - Continued
(Thousands of dollars, except share data)


 

March 26,
2005
(Unaudited)


 

January 1,
2005
(Audited)


 

March 27,
2004
(Unaudited)


 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

     Notes payable

$

1,000

 

$

1,000

 

$

1,000

 

     Accounts payable

 

44,326

 

 

50,521

 

 

37,986

 

     Accrued salaries and wages

 

13,633

 

 

19,435

 

 

10,628

 

     Other accrued liabilities

 

44,395

 

 

28,560

 

 

32,328

 

     Current maturities of long-term debt

 


10,735


 

 


10,735


 

 


15,020


 

TOTAL CURRENT LIABILITIES

 

114,089

 

 

110,251

 

 

96,962

 

 

 

 

 

 

 

 

 

 

 

Long-term debt (less current maturities)

 

36,848

 

 

32,169

 

 

43,898

 

Other non-current liabilities

 

36,555

 

 

38,294

 

 

34,198

 

Minority interest

 

567

 

 

566

 

 

331

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

     Common stock - par value $1, authorized

 

 

 

 

 

 

 

 

 

          160,000,000 shares; shares issued

 

 

 

 

 

 

 

 

 

          (including shares in treasury):

 

 

 

 

 

 

 

 

 

               March 26, 2005 - 58,345,965 shares

 

 

 

 

 

 

 

 

 

               January 1, 2005 - 67,350,495 shares

 

 

 

 

 

 

 

 

 

               March 27, 2004 - 66,924,583 shares

 

58,346

 

 

67,350

 

 

66,925

 

     Additional paid-in capital

 

-

 

 

99,518

 

 

88,104

 

     Retained earnings

 

405,131

 

 

437,406

 

 

392,376

 

     Accumulated other comprehensive income

 

16,567

 

 

19,446

 

 

8,982

 

     Unearned compensation

 

(8,026

)

 

(4,955

)

 

(7,733

)

     Cost of shares in treasury:

 

 

 

 

 

 

 

 

 

          March 26, 2005 - 488,493 shares

 

 

 

 

 

 

 

 

 

          January 1, 2005 - 9,452,361 shares

 

 

 

 

 

 

 

 

 

          March 27, 2004 - 7,518,884 shares

 


(10,278


)


 


(160,474


)


 


(112,274


)


TOTAL STOCKHOLDERS' EQUITY

 


461,740


 

 


458,291


 

 


436,380


 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND

 

 

 

 

 

 

 

 

 

     STOCKHOLDERS' EQUITY

$


649,799


 

$


639,571


 

$


611,769


 








(  ) - Denotes deduction
See notes to consolidated condensed financial statements


4


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Operations
(Thousands of dollars, except share data)
(Unaudited)


 

 

12 Weeks Ended


 

 

 

March 26,
2005


 

March 27,
2004


 

 

 

 

 

 

 

 

 

Revenue

 

$

245,175

 

$

224,871

 

Cost of products sold

 

 


148,769


 

 


139,430


 

 

 

 

 

 

 

 

 

GROSS MARGIN

 

 

96,406

 

 

85,441

 

 

 

 

 

 

 

 

 

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


5


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Statement of Stockholders' Equity
(Thousands of dollars, except share data)
(Unaudited)

 

12 Weeks

 

 

Ended


 

 

March 26,
2005


 

 

 

 

 

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



6

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows
(Thousands of dollars)
(Unaudited)


 

12 Weeks Ended


 

 

March 26,
2005


 

March 27,
2004


 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

     Net earnings

$

16,133

 

$

12,299

 

     Adjustments necessary to reconcile net earnings to net cash
        used in operating activities:

 

 

 

 

 

 

     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


7


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements
March 26, 2005 and March 27, 2004

1.  Summary of Significant Accounting Policies

NATURE OF OPERATIONS
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.

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 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 RECOGNITION
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.

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
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.

SEASONALITY
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.

RECLASSIFICATIONS
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.



8


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements - continued
March 26, 2005 and March 27, 2004

2.  Earnings Per Share

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

 

 

12 Weeks Ended


 

 

 

March 26,
2005


 

March 27,
2004


 

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 -
    treasury method

 


822,535


 


580,865


 

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,
2005


 

January 1,
2005


 

March 27,
2004


 

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


 



9


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements - continued
March 26, 2005 and March 27, 2004

The reconciliation from net earnings to comprehensive income is as follows (thousands of dollars):

 

 

12 Weeks Ended


 

 

 

March 26,
2005


 

March 27,
2004


 

Net earnings

 

$

16,133

 

$

12,299

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

    Foreign currency translation adjustments

 

 

(3,741

)

 

283