10-Q 1 www10q-3.htm FORM 10-Q Wolverine Form 10-Q - 3rd Quarter 2000

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 third twelve week accounting period ended September 9, 2000

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
(State or Other Jurisdiction of Incorporation or
Organization)

38-1185150
(IRS Employer Identification No.)

 

 

 

 

9341 Courtland Drive, Rockford, Michigan
(Address of Principal Executive Offices)

49351
(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 the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

There were 44,767,414 shares of Common Stock, $1 par value, outstanding as of October 18, 2000, of which 3,231,341 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 about the Company itself including, without limitation, statements in Item 2 regarding the benefits of the sourcing realignment and the Company's financial condition, liquidity and capital resources and statements in 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 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 impact of competition and pricing by the Company's competitors; changes in government and regulatory policies; changes in trading policies or import and export regulations; changes in interest rates, tax laws, duties or applicable assessments; technological developments; changes in local, domestic or international economic and market conditions; the size and growth of footwear markets; 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; changes in business strategy or development plans; and the ability to attract and retain qualified personnel. 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 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.












2


PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Thousands of dollars)

 

 

September 9,
2000
(Unaudited)


 

 

January 1,
2000
(Audited)


 

 

September 11,
1999
(Unaudited)


 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

     Cash and cash equivalents

$

2,564

 

$

1,446

 

$

7,639

 

     Accounts receivable, less allowances

 

 

 

 

 

 

 

 

 

          September 9, 2000 - $5,035

 

 

 

 

 

 

 

 

 

          January 1, 2000 - $6,644

 

 

 

 

 

 

 

 

 

          September 11, 1999 - $6,656

 

180,412

 

 

170,732

 

 

181,525

 

     Inventories:

 

 

 

 

 

 

 

 

 

          Finished products

 

136,426

 

 

128,458

 

 

145,253

 

          Raw materials and work in process

 


38,473


 

 


39,553


 

 


44,720


 

 

 

174,899

 

 

168,011

 

 

189,973

 

 

 

 

 

 

 

 

 

 

 

     Other current assets

 


13,555


 

 


9,112


 

 


10,139


 

 

 

 

 

 

 

 

 

 

 

TOTAL CURRENT ASSETS

 

371,430

 

 

349,301

 

 

389,276

 

 

 

 

 

 

 

 

 

 

 

PROPERTY, PLANT & EQUIPMENT

 

 

 

 

 

 

 

 

 

     Gross cost

 

205,937

 

 

212,766

 

 

208,919

 

     Less accumulated depreciation

 


105,782


 

 


96,483


 

 


92,436


 

 

 

100,155

 

 

116,283

 

 

116,483

 

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 


70,125


 

 


68,811


 

 


68,518


 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$


541,710


 

$


534,395


 

$


574,277


 











See notes to consolidated condensed financial statements




3


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS - Continued

(Thousands of dollars)

 

 

September 9,
2000
(Unaudited)


 

 

January 1,
2000
(Audited)


 

 

September 11,
1999
(Unaudited)


 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

     Notes payable to banks

$

231

 

$

148

 

$

500

 

     Accounts payable and other accrued liabilities

 

47,073

 

 

44,021

 

 

48,670

 

     Current maturities of long-term debt

 


4,370


 

 


4,370


 

 


4,351


 

TOTAL CURRENT LIABILITIES

 

51,674

 

 

48,539

 

 

53,521

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM DEBT (less current maturities)

 

147,748

 

 

134,831

 

 

196,745

 

 

 

 

 

 

 

 

 

 

 

OTHER NONCURRENT LIABILITIES

 

18,559

 

 

18,920

 

 

11,538

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

     Common Stock - par value $1, authorized

 

 

 

 

 

 

 

 

 

          80,000,000 shares; shares issued

 

 

 

 

 

 

 

 

 

           (including shares in treasury):

 

 

 

 

 

 

 

 

 

               September 9, 2000 - 44,762,514 shares

 

 

 

 

 

 

 

 

 

               January 1, 2000 - 44,426,322 shares

 

 

 

 

 

 

 

 

 

               September 11, 1999 - 44,416,294 shares

 

44,763

 

 

44,426

 

 

44,416

 

     Additional paid-in capital

 

79,438

 

 

76,752

 

 

77,195

 

     Retained earnings

 

247,827

 

 

255,265

 

 

236,525

 

     Accumulated other comprehensive income

 

(2,945

)

 

(614

)

 

(894

)

     Unearned compensation

 

(6,788

)

 

(5,974

)

 

(7,065

)

     Cost of shares in treasury:

 

 

 

 

 

 

 

 

 

          September 9, 2000 - 3,205,341 shares

 

 

 

 

 

 

 

 

 

          January 1, 2000 - 3,125,952 shares

 

 

 

 

 

 

 

 

 

          September 11, 1999 - 3,120,928 shares

 


(38,566


)

 


(37,750


)

 


(37,704


)

 

 

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS' EQUITY

 


323,729


 

 


332,105


 

 


312,473


 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND

 

 

 

 

 

 

 

 

 

     STOCKHOLDERS' EQUITY

$


541,710


 

$


534,395


 

$


574,277


 







( ) - 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 shares and per share data)
(Unaudited)

12-Weeks Ended


 

36-Weeks Ended


 

 

September 9,
2000


 

September 11,
1999


 

September 9,
2000


 

September 11,
1999


 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES AND OTHER

 

 

 

 

 

 

 

 

 

 

 

 

     OPERATING INCOME

$

175,529

 

$

170,482

 

$

463,457

 

$

438,119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 


131,545


 

 


119,025


 

 


328,476


 

 


308,314


 

GROSS MARGIN

 

43,984

 

 

51,457

 

 

134,981

 

 

129,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative expenses

 


53,602


 

 


31,741


 

 


121,901


 

 


103,493


 

OPERATING INCOME (LOSS)

 

(9,618

)

 

19,716

 

 

13,080

 

 

26,312

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES (INCOME):

 

 

 

 

 

 

 

 

 

 

 

 

     Interest expense

 

2,088

 

 

2,507

 

 

6,976

 

 

7,338

 

     Interest income

 

(81

)

 

(55

)

 

(229

)

 

(506

)

     Other - net

 


12,133


 

 


(9


)

 


11,869


 

 


872


 

 

 


14,140


 

 


2,443


 

 


18,616


 

 


7,704


 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS (LOSS) BEFORE

 

 

 

 

 

 

 

 

 

 

 

 

     INCOME TAXES

 

(23,758

)

 

17,273

 

 

(5,536

)

 

18,608

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes (credit)

 


(8,278


)

 


5,752


 

 


(2,447


)

 


6,196


 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET EARNINGS (LOSS)

$


(15,480


)

$


11,521


 

$


(3,089


)

$


12,412


 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET EARNINGS (LOSS) PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

     Basic

$


(.38


)

$


.29


 

$


(.08


)

$


.31


 

     Diluted

$


(.37


)

$


.28


 

$


(.07


)

$


.30


 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH DIVIDENDS PER SHARE

$


.035


 

$


.030


 

$


.105


 

$


.090


 

 

 

 

 

 

 

 

 

 

 

 

 

 

SHARES USED FOR NET EARNINGS

 

 

 

 

 

 

 

 

 

 

 

 

    (LOSS) PER SHARE COMPUTATION:

 

 

 

 

 

 

 

 

 

 

 

 

          Basic

 

40,635,243

 

 

40,364,820

 

 

40,590,320

 

 

40,215,686

 

          Diluted

 

41,555,349

 

 

41,669,724

 

 

41,505,315

 

 

41,451,064

 




See notes to consolidated condensed financial statements



5


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Thousands of dollars)
(Unaudited)


 

36-Weeks Ended


 

 

 

September 9,
2000


 

 

September 11,
1999


 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

     Net earnings

$

(3,089

)

$

12,412

 

     Depreciation, amortization and other non-cash items

 

7,763

 

 

4,562

 

     Unearned compensation

 

1,789

 

 

1,996

 

     Realignment and other nonrecurring charges

 

41,146

 

 

14,000

 

     Changes in operating assets and liabilities:

 

 

 

 

 

 

          Accounts receivable

 

(15,430

)

 

(31,615

)

          Inventories

 

(17,826

)

 

(29,834

)

          Other current assets

 

(4,443

)

 

4,587

 

          Accounts payable and other accrued liabilities

 


(9,662


)

 


8,009


 

 

 

 

 

 

 

 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

248

 

 

(15,883

)

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

     Proceeds from long-term debt

 

103,744

 

 

60,004

 

     Payments of long-term debt

 

(90,827

)

 

(20,558

)

     Net increase (decrease) in short-term debt

 

83

 

 

(6,046

)

     Cash dividends

 

(4,349

)

 

(3,716

)

     Net proceeds from (awards issued) shares exercised under stock
        incentive plans

 
 


 
(396


 
)

 
 


 
1,341


 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

8,255

 

 

31,025

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

     Additions to property, plant and equipment

 

(6,919

)

 

(14,545

)

     Other

 


(466


)

 


839


 

 

 

 

 

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

 


(7,385


)

 


(13,706


)

 

 

 

 

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

 

1,118

 

 

1,436

 

Cash and cash equivalents at beginning of the year

 


1,446


 

 


6,203


 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

$


2,564


 

$


7,639


 






( ) - Denotes reduction in cash and cash equivalents.
See notes to consolidated condensed financial statements.




6


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 9, 2000 and September 11, 1999

1. Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting primarily 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, 2000.

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 cause significant differences in sales and earnings from quarter to quarter. These differences, however, have followed a consistent pattern each year.

3. Sourcing Realignment and Other Nonrecurring Charges

On July 12, 2000, the Company announced a strategic realignment of its global sourcing and manufacturing operations. In connection with this realignment, the Company will close five of its manufacturing facilities in New York, Missouri, Canada, Puerto Rico and Costa Rica, eliminate certain footwear product offerings and related raw material inventories, reduce administrative support services and incur other nonrecurring expenses. Workforce reductions of 1,391 employees are expected to occur in the areas of manufacturing (1,269), general management (22) and administrative support (100). It is expected that the realignment actions will reduce fixed costs and inventory levels. The realignment activities are expected to be predominately completed in the third and fourth quarters of 2000 with the balance in the first half of 2001.

The following table summarizes the sourcing realignment, impairment and other related nonrecurring pretax charges recorded in the consolidated condensed statement of operations for the 12- and 36-week periods ended September 9, 2000 (thousands of dollars):

 

Sourcing realignment charges:

 

 

 

Severance and related costs

$   11,754

 

 

Inventories

10,938

 

 

Other exit costs

750


 

 

 

23,442

 

 

Impairment charges:

 

 

 

Property, plant and equipment

10,667

 

 

Goodwill

1,077


 

 

 

11,744

 

 

 

 

 

 

Other non-recurring expenses

5,960


 

 

 

$   41,146


 






7


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 9, 2000 and September 11, 1999

Severance and related costs associated with the sourcing realignment include involuntary and voluntary employee termination expenses related to 688 employees who have accepted severance packages, related payroll taxes and pension settlement losses. Inventory charges represent the write-down to net realizable value of raw materials that will no longer be used in production and certain finished footwear products that will be discontinued as part of the realignment plan. Charges for product returns relate to anticipated sales returns for finished products sold prior to the adoption of the sourcing realignment which are expected because these footwear products are not being offered in the future. Other exit costs represent expenses expected to be incurred after the manufacturing facilities cease operations through their expected disposal date. Within the consolidated condensed statements of operations for the 12- and 36-week periods ended in 2000, cost of products sold includes $11,688,000 and selling and administrative expenses include $11,754,000 for these sourcing realignment charges.

Impairment charges consist of write-downs of property, plant and equipment to their fair values less costs to sell for closed and reconfigured manufacturing facilities, and the write-off of goodwill previously recorded in connection with the purchase of the Costa Rican operation. The write-down of property, plant and equipment and the write-off of goodwill is included as a component of other expenses.

Other related nonrecurring charges pertain to one-time costs incurred in connection with business realignment activities that were expensed as incurred within selling and administrative expenses, and consist primarily of the write off of amounts for customer chargebacks and other deductions that the Company previously expected to collect, but will no longer pursue.

The sourcing realignment and other nonrecurring charges resulted in a reduction of earnings of $0.65 per share for the 12- and 36-week periods ended September 9, 2000. The Company expects additional nonrecurring pretax charges of $1,000,000 ($660,000 after related income tax benefits) to be incurred predominately by the end of fiscal 2000 to substantially complete the sourcing realignment and other ancillary activities.

The following table summarizes the activity and remaining liabilities associated with the sourcing realignment activities at September 9, 2000 and the 12- and 36-week periods then ended (thousands of dollars):

 

 

 

Severance
and Related
Costs


 
 
 




Inventories


 
 
 



Product
Returns


 
 
 



Other Exit
Costs


 

 

 

 

 

 

 

 

 

 

 

Amounts recognized as charges in the
  consolidated condensed statement of
  operations

 



$    11,754

 



$    10,938

 



$    750

 



$     2,509

 

Disposal of inventories

 

 

 

(52

)

 

 

 

 

Payments and other adjustments

 

(1,669


)

 


 

 


 

 


 

Balance at September 9, 2000

 

$    10,085


 

$    10,886


 

$    750


 

$     2,509


Workforce terminations totaling 372 employees occurred in the 12-week period ended September 9, 2000 in the areas of manufacturing (310), general management (20) and administrative support (42).

During the second quarter of 1999, the Company approved a plan to close its Russian wholesale footwear business as a result of the deterioration in Russian economic and political conditions. In connection with the closure, the Company recorded a non-recurring, pre-tax charge to earnings of $14,000,000, of which $6,900,000 is reflected in cost of products sold for inventory write-downs, $6,600,000 is reflected in selling and administrative expenses for goodwill, bad debt, severance, and other restructuring expenses, and $500,000 is recorded in other expense for the disposal of fixed assets. The restructuring charge resulted in a reduction of earnings of $0.23 per share for the 24-weeks ended June 19, 1999. The restructuring was complete as of the end of 1999.





8


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 9, 2000 and September 11, 1999

4. 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


 

36-Weeks Ended


 

 

September 9,
2000


 

September 11,
1999


 

September 9,
2000


 

September 11,
1999


 

Weighted average shares outstanding

41,555,349

 

41,256,523

 

41,505,315

 

41,079,790

 

Adjustment for nonvested common stock

(920,106


)

(891,703


)

(914,995


)

(864,104


)

Denominator for basic earnings (loss) per
  share


40,635,243

 


40,364,820

 


40,590,320

 


40,215,686

 

Effect of dilutive stock options

 

 

413,201

 

 

 

371,274

 

Adjustment for nonvested common stock

920,106


 

891,703


 

914,995


 

864,104


 

Denominator for diluted earnings (loss) per
  share


41,555,349


 


41,669,724


 


41,505,315


 


41,451,064


 


Diluted net earnings (loss) per share for periods with a net loss do not include the effect of employee stock options since such inclusion would be antidilutive.

5. Comprehensive Income (Loss)

Total comprehensive loss was $16,365,000 and $5,420,000 for the 12-week and 36-week periods of 2000, respectively. Total comprehensive income was $11,831,000 and $12,532,000, for the 12-week and 36-week periods of 1999, respectively. In addition to net earnings, comprehensive income included foreign currency translation losses of $885,000 and $2,331,000 for the 12-week and 36-week periods of 2000, respectively, and foreign currency translation gains of $310,000 and $120,000 for the 12-week and 36-week periods of 1999, respectively.

6. Business Segments

The Company has one reportable segment that is engaged in the manufacture and marketing of branded footwear to the retail sector, including casual shoes, slippers, moccasins, dress shoes, boots, uniform shoes and work shoes. Revenues of this segment are derived from the sale of branded footwear products to external customers and the Company's retail division as well as royalty income from the licensing of the Company's trademarks and brand names to licensees. The business units comprising the branded footwear segment manufacture or source, market and distribute products in a similar manner. Branded footwear is distributed through wholesale channels and under licensing and distributor arrangements.

The other business units in the following table consist of the Company's retail, apparel and accessories, tannery and procurement operations. The Company operated 59 domestic retail stores at September 9, 2000 that sell Company-manufactured or sourced products and footwear manufactured by unaffiliated companies. The other business units distribute products through retail and wholesale channels.

There have been no changes in the way the Company measures segment profits or in its basis of determining business segments.







9


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 9, 2000 and September 11, 1999

Business segment information is as follows (thousands of dollars):

 

Branded
Footwear


 

Other
Businesses


 


Corporate


 


Consolidated


 

 

12-weeks ended September 9, 2000


 

Net sales and other operating income

 

 

 

 

 

 

 

 

     from external customers

$   157,649

 

$   17,880

 

 

 

$   175,529

 

Intersegment sales

3,946

 

1,101

 

 

 

5,047

 

Earnings (loss) before income taxes

(24,582

)

1,554

 

$      (730

)

(23,758

)

 

 

 

 

 

 

 

 

 

 

36-weeks ended September 9, 2000


 

Net sales and other operating income

 

 

 

 

 

 

 

 

     from external customers

$   412,579

 

$   50,878

 

 

 

$   463,457

 

Intersegment sales

11,808

 

4,272

 

 

 

16,080

 

Earnings (loss) before income taxes

(9,335

)

4,236

 

$       (437

)

(5,536

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12-weeks ended September 11, 1999


 

Net sales and other operating income

 

 

 

 

 

 

 

 

     from external customers

$   153,591

 

$   16,891

 

 

 

$   170,482

 

Intersegment sales

4,898

 

1,384

 

 

 

6,282

 

Earnings before income taxes

14,392

 

1,910

 

$        971

 

17,273

 

 

 

 

 

 

 

 

 

 

 

36-weeks ended September 11, 1999


 

Net sales and other operating income

 

 

 

 

 

 

 

 

     from external customers

$   388,593

 

$   49,526

 

 

 

$   438,119

 

Intersegment sales

11,089

 

3,870

 

 

 

14,959

 

Earnings before income taxes

12,383

 

5,596

 

$        629

 

18,608

 














10


ITEM 2.

Management's Discussion and Analysis of Financial Condition and
Results of Operations


Results of Operations - Comparisons of the 12-Weeks and 36-Weeks Ended September 9, 2000 to the 12-Weeks and 36-Weeks Ended September 11, 1999

Net sales and other operating income of $175.5 million for the 12-weeks ended September 9, 2000 exceeded the 1999 level of $170.5 million by $5.0 million (3.0%) and 2000 36-week net sales and other operating income of $463.5 million exceeded the 1999 36-week level of $438.1 million by $25.4 million (5.8%). On a combined basis, net sales and other operating income for the Company's branded footwear businesses, consisting of the Casual Footwear Group (comprised of The Hush Puppies Company, the Children's Footwear Group, the Wolverine Slipper Group and, in 1999, the Russian wholesale business), the Wolverine Footwear Group (comprised of the Wolverine®, HyTest®, Stanley®, Coleman®, Bates® and Harley-Davidson® brands), and the Performance Footwear Group (comprised of the Caterpillar® and Merrell® brands), increased $4.0 million (2.6%) for the 2000 12-week period and $24.0 million (6.2%) for the 36-week period compared to the respective periods of 1999. The Company's other business units, consisting of the retail, apparel and accessories, tannery and procurement operations, reported a net sales and other operating income increase of $1.0 million (5.9%) for the 12-week period of 2000 and $1.3 million (2.7%) for the 2000 36-week period as compared to the respective periods of 1999.

The Casual Footwear Group reported a decrease in net sales and other operating income of $6.2 million (11.1%) in the 12-week period of 2000 and a $9.4 million (7.2%) decrease for the 36-weeks ended in 2000 when compared to the same periods in 1999. The Hush Puppies Company's 2000 12- and 36-weeks ended net sales and other operating income decreased from the 1999 levels due to a reduction in shipments to three major retail customers in the United Kingdom who are experiencing financial difficulties and a general decline in shipments of adult and childrens Hush Puppies® Classics sueded products to department stores. Partially offsetting the shortfall in The Hush Puppies Company, the Wolverine Slipper Group's 2000 12- and 36-week net sales and other operating income increased compared to the same periods in 1999 due to expanded distribution and product offerings.

The Wolverine Footwear Group's net sales and other operating income increased $1.3 million (2.0%) for the 12-week period of 2000 as compared to 1999 and $3.0 million (1.7%) for the 36-weeks ended in 2000 over 1999. Harley-Davidson®, Coleman®, and Stanley® footwear contributed the majority of this increase as the brands are becoming more widely distributed in the marketplace. These increases were partially offset by the Wolverine® and HyTest® work boot businesses which reported decreases in net sales and other operating income as compared to the 1999 12- and 36-week levels as a result of retail customers delaying purchases of waterproof work and sport product.

The Performance Footwear Group continued its strong growth, reporting an increase in net sales and other operating income of $7.8 million (24.8%) for the 12-week period of 2000 and $26.9 million (35.9%) for the 36-weeks ended in 2000 over the same periods of 1999. The Merrell® outdoor footwear business accounted for substantially all of the increase in net sales and other operating income as a result of new product offerings and expansion of its domestic and international distribution.

Within the Company's other business units, Wolverine Retail's net sales and other operating income increased $1.2 million (12.7%) for the 12-weeks ended in 2000 and $3.4 million (13.9%) for the 36-weeks ended in 2000 as compared to the same periods of 1999. The Wolverine Leathers Division recorded a decrease in net sales and other operating income of $0.2 million (3.9%) below the 12-week period ended in 1999 and $2.5 million (12.8%) below the 36-week period ended in 1999. The decreases relate primarily to reduced demand for the Hush Puppies® Classics sueded product line.

As discussed in the Note 3 of the consolidated condensed financial statements, in July of 2000, the Company announced a strategic realignment of its global sourcing and manufacturing operations. A non-recurring, pre-tax charge to earnings of $41.1 million was recorded in the 12-weeks ended in 2000, of which $11.7 million is



11


reflected in cost of products sold for inventory write-downs, $17.0 million is recognized in selling and administrative expenses for severance, bad debt, and a portion of other expenses, and $12.4 million is recorded in other expense for the loss on disposal of fixed assets, goodwill and the remaining portion of other expenses. The realignment charge resulted in a reduction of earnings of $0.65 per share for the 12- and 36-weeks ended September 9, 2000. The realignment is expected to result in improved factory contributions and efficiencies, reduced factory and corporate overhead support, and improved margins related to products moved to low cost manufacturers overseas. It is anticipated that a portion of these savings would be reinvested in product development and marketing support for the branded footwear businesses. The realignment activities are expected to be predominately completed in the third and fourth quarters of 2000 with the balance being completed in the first half of 2001.

During the 12-weeks ended on June 19, 1999, the Company recorded a non-recurring, pre-tax charge to earnings of $14.0 million related to the closing of its Russian wholesale footwear business, of which $6.9 million is reflected in cost of products sold for inventory write-downs, $6.6 million is recognized in selling and administrative expenses for goodwill, bad debt, severance, and other restructuring expenses, and $0.5 million is recorded in other expense for the disposal of fixed assets. The restructuring charge resulted in a reduction of earnings of $0.23 per share. The restructuring was complete as of the end of 1999 and all of the costs had been incurred and charged against the related liabilities.

The following table summarizes the effect of 2000 and 1999 realignment and other nonrecurring charges on certain components of the Company's operating results for the 12- and 36-week periods (thousand of dollars, except per share data):

2000


Before Realignment and

Realignment and

Other Nonrecurring

Other Nonrecurring

Charges

Charges

As Reported

$


%


$


$


%


Gross Margin

12-weeks ended

$      55,672

31.7%

$    11,688 

$      43,984 

25.1%

36-weeks ended

146,669

31.6%

11,688 

134,981 

29.1%

Selling & Administrative

12-weeks ended

36,548

20.8%

17,054 

53,602 

30.5%

36-weeks ended

104,847

22.6%

17,054 

121,901 

26.3%

Other Expenses

12-weeks ended

1,736

1.0%

12,404 

14,140 

8.1%

36-weeks ended

6,212

1.3%

12,404 

18,616 

4.0%

Earnings Before Income Taxes

12-weeks ended

17,388

9.9%

41,146 

(23,758)

-13.5%

36-weeks ended

35,610

7.7%

41,146 

(5,536)

-1.2%

Net Earnings

12-weeks ended

11,650

6.6%

27,130 

(15,480)

-8.8%

36-weeks ended

24,041

5.2%

27,130 

(3,089)

-0.7%

Diluted Earnings Per Share

12-weeks ended

$           .28

$        (.65)

$          (.37)

36-weeks ended

.58

(.65)

(.07)









12


1999


Before Realignment and

Realignment and

Other Nonrecurring

Other Nonrecurring

Charges

Charges

As Reported

$


%


$


$


%


Gross Margin

12-weeks ended

$      51,457

30.2%

$      51,457

30.2%

36-weeks ended

136,705

31.2%

$   6,900 

129,805

29.6%

Selling & Administrative

12-weeks ended

31,741

18.6%

31,741

18.6%

36-weeks ended

96,893

22.1%

6,600 

103,493

23.6%

Other Expenses

12-weeks ended

2,443

1.4%

2,443

1.4%

36-weeks ended

7,204

1.6%

500 

7,704

1.8%

Earnings Before Income Taxes

12-weeks ended

17,273

10.1%

17,273

10.1%

36-weeks ended

32,608

7.4%

14,000 

18,608

4.2%

Net Earnings

12-weeks ended

11,521

6.8%

11,521

6.8%

36-weeks ended

21,750

5.0%

9,338 

12,412

2.8%

Diluted Earnings Per Share

12-weeks ended

$           .28

$          .28

36-weeks ended

.53

$        (.23)

.30


The analysis in the following paragraph excludes the realignment and other non-recurring charges in 2000 and 1999. Gross margin as a percentage of net sales and other operating income for the 12-weeks ended in 2000 was 31.7%, compared to the prior year's 12-weeks ended level of 30.2%. The 2000 36-week gross margin of 31.6% compares to 31.2% for the same period in 1999. Gross margin dollars for 2000 increased $4.2 million or 8.2% for the 12-weeks ended and $10.0 million or 7.3% for the 36-weeks ended compared to the same periods of 1999, respectively. The gross margin percentages for the branded footwear businesses were 31.0% for the 12-weeks ended in 2000 and 30.9% for the 36-weeks ended in 2000 as compared to 29.2% and 28.4% for the same periods of 1999, respectively. The margin increase for the branded footwear business reflects the larger mix of high margin Merrell® and Harley-Davidson® sales and improved contributions from Hush Puppies domestic distribution and the Wolverine Slipper Group in 2000 as compared to 1999. The gross margin percentage for the other business units decreased to 37.9% for the 12-weeks ended in 2000 from 39.1% for the same period of 1999 and to 37.3% for the 36-weeks ended in 2000 compared to 39.1% for 1999.

The analysis in the following paragraph excludes the realignment and other non-recurring charges in 2000 and 1999. Selling and administrative expenses of $36.5 million for the 12-weeks ended in 2000 increased $4.8 million from the 1999 12-weeks ended level of $31.7 million and, as a percentage of net sales and other operating income, increased to 20.8% in 2000 compared to 18.6% in the 12-weeks ended in 1999. Selling and administrative expenses for the 36-weeks ended in 2000 increased $7.9 million to $104.8 million from $96.9 million for the same period of 1999 and, as a percentage of net sales and other operating income, increased to 22.6% in 2000 compared to 22.1% for the 1999 36-weeks ended. The change in the 36-week selling and administrative expenses includes increased depreciation expense of $2.7 million related to the recent investments in warehousing infrastructure and information services and $7.6 million of Merrell® and Harley-Davidson® selling, advertising, and administration costs. These increases were offset by $2.4 million in other cost reductions.




13


Interest expense for the 12-weeks ended in 2000 was $2.1 million, compared to $2.5 million for the same period of 1999. Interest expense for the 36-weeks ended in 2000 and 1999 was $7.0 million and $7.3 million, respectively. The decrease in interest expense for the 36-weeks ended in 2000 reflects lower average borrowings as compared to the 36-weeks ended in 1999 partially offset by a slight increase in interest rates on the Company's revolving credit facility and lower capitalization of interest due to the completion of capital projects during 1999.

The 2000 12-weeks ended and 36-weeks ended effective tax rate of 34.8% and 44.2%, respectively, compare to 33.3% in the prior year. The difference in the effective tax rate between 2000 and 1999 relates to the tax consideration associated with the 2000 sourcing realignment.

The analysis in the following paragraph excludes the realignment and other non-recurring charges in 2000 and 1999. Net earnings of $11.7 million for the 12-weeks ended in 2000 compares to net earnings of $11.5 million for the same period in 1999. The 2000 36-weeks ended net earnings increased to $24.0 million in 2000 from $21.8 million for the same period of 1999. Diluted earnings per share of $0.28 for the 12-weeks ended in 2000 compares to $0.28 for the same period of 1999. Diluted earnings per share of $0.58 for the 36 weeks ended in 2000 compares to $0.53 for the same period of 1999.

Financial Condition, Liquidity and Capital Resources

Net cash provided by operating activities was $0.2 million in 2000 compared to a use of $15.9 million in 1999, an improvement of $16.1 million. Cash of $47.4 million for 2000 and $48.9 million for 1999 was used to fund working capital requirements. Accounts receivable of $180.4 million at September 9, 2000 reflects a decrease of $1.1 million (0.6%) from the balance at September 11, 1999 and an increase of $9.7 million (5.7%) from the January 1, 2000 balance. Inventories of $174.9 million at September 9, 2000 reflect a decrease of $15.1 million (7.9%) compared to the balance at September 11, 1999 and an increase of $6.9 million (4.1%) over the balance at January 1, 2000. The expansion of the Merrell® business increased accounts receivable and inventories by $8.2 million and $9.5 million, respectively, over the September 11, 1999 balances. Accounts payable and other accrued liabilities of $47.1 million at September 9, 2000 reflect a $1.6 million (3.3%) decrease from the $48.7 million balance at September 11, 1999 and a $3.1 million (6.9%) increase from the $44.0 million balance at January 1, 2000.

Additions to property, plant and equipment of $6.9 million for the 36-weeks ended in 2000 compares to $14.5 million reported during the same period in 1999. The decrease in additions is the result of the replacement of the Company's legacy information systems that was completed by the 1999 year-end. Depreciation and amortization expense of $12.8 million for the 36-weeks ended in 2000 compares to $10.1 million in the comparable period of 1999. The increase in depreciation was a result of the capital investments noted above.

The Company maintains short-term borrowing and commercial letter-of-credit facilities of $69.1 million, of which $27.9 million, $30.4 million and $25.4 million were outstanding at September 9, 2000, January 1, 2000 and September 11, 1999, respectively. Long-term debt, excluding current maturities, of $147.7 million at September 9, 2000 compares to $134.8 million and $196.7 million at January 1, 2000 and September 11, 1999, respectively. The decrease in debt at September 9, 2000 as compared to September 11, 1999 was a result of improved operating cash flows that provided funds to pay down amounts borrowed under the revolving credit facility.

Effective October 3, 2000, the Company's Board of Directors approved a common stock repurchase program authorizing the repurchase of up to 2.0 million shares of common stock over 24 months. The primary purpose of this stock repurchase program is to increase shareholder value. There were no shares repurchased during the 12-weeks ended in 2000. Total cumulative common shares repurchased under the program were 25,900 as of October 18, 2000. The Company intends to continue to repurchase shares of its common stock in open market transactions, from time to time, depending upon market conditions and other factors.

It is expected that continued Company growth will require increases in capital funding over the next several years. The Company has a long-term domestic revolving credit facility of $165.0 million expiring in October 2001. The Company's subsidiaries in the United Kingdom and Canada have $10.1 million and $6.8 million


14


variable rate revolving credit agreements expiring in October 2001 and April 2001, respectively. All revolving credit agreements are used to support working capital requirements. The combination of credit facilities and cash flows from operations is expected to be sufficient to meet future capital needs. Any excess cash flows from operations are expected to be used to pay down the revolving credit facilities and to repurchase company stock.

The 2000 12-weeks ended dividend declared of $.035 per share of common stock represents approximately a 16.7% increase over the $.03 per share declared in the 12-weeks ended in 1999. The dividend is payable November 1, 2000 to stockholders of record on October 1, 2000.

The current ratio for the 12-weeks ended in 2000 was 7.2 to 1.0 compared with 7.3 to 1.0 for the same period of 1999. The Company's total debt to total capital ratio decreased to .32 to 1.0 in 2000 from .39 to 1.0 in 1999.

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk


The information concerning quantitative and qualitative disclosures about market risk contained in the Company's Form 10-K Annual Report for its fiscal year ended January 1, 2000, is incorporated herein by reference.

The Company faces market risk to the extent that changes in foreign currency exchange rates affect the Company's foreign assets, liabilities and inventory purchase commitments and to the extent that its long-term debt requirements are affected by changes in interest rates. The Company manages these risks by attempting to denominate contractual and other foreign arrangements in U.S. dollars and by maintaining a significant percentage of fixed-rate debt. The Company does not believe that there has been a material change in the nature of the Company's primary market risk exposures, including the categories of market risk to which the Company is exposed and the particular markets that present the primary risk of loss to the Company. As of the date of this Form 10-Q Quarterly Report, the Company does not know of or expect there to be any material change in the general nature of its primary market risk exposure in the near term.

The methods used by the Company to manage its primary market risk exposures, as described in the sections of its annual report incorporated herein by reference in response to this item, have not changed materially during the current year. As of the date of this Form 10-Q Quarterly Report, the Company does not expect to change its methods used to manage its market risk exposures in the near term. However, the Company may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

The Company's market risk exposure is mainly comprised of its vulnerability to changes in foreign currency exchange rates and interest rates. Prevailing rates and rate relationships in the future will be primarily determined by market factors that are outside of the Company's control. All information provided in response to this item consists of forward-looking statements. Reference is made to the section captioned "Forward-Looking Statements" at the beginning of this document for a discussion of the limitations on the Company's responsibility for such statements.

New Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, which is effective for fiscal years beginning after June 15, 2000. SFAS No. 133 requires companies to record derivative instruments on the balance sheet at fair value and establishes accounting rules for changes in fair value that result from hedging activities. The Company does not currently engage in significant hedging activities that require use of derivative instruments and does not believe the adoption of SFAS No. 133 will have a material effect on its consolidated financial position or future results of operations.

In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin 101, Revenue Recognition in Financial Statements, which addresses the application of generally accepted accounting principles to selected revenue recognition issues. This Bulletin will be effective no later than the fourth quarter



15


of fiscal years beginning after December 15, 1999. The Company does not expect adoption will have a material impact on its consolidated financial statements or future results of operations.


PART II. OTHER INFORMATION

ITEM 6.

Exhibits and Reports on Form 8-K


          (a)          Exhibits. The following documents are filed as exhibits to this report on Form 10-Q:

Exhibit
Number


Document

 

 

3.1

Certificate of Incorporation, as amended. Previously filed as Exhibit 3.1 to the Company's Quarterly Report of Form 10-Q for the period ended June 14, 1997. Here incorporated by reference.

 

 

3.2

Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999. Here incorporated by reference.

 

 

27

Financial Data Schedule.


          (b)          Reports on Form 8-K. A report on Form 8-K was filed during the period covered by this report as follows:

 

Date Filed
July 12, 2000

Items Reported
Item 5

Financial Statements
None












16


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





October 24, 2000
Date

WOLVERINE WORLD WIDE, INC.
AND SUBSIDIARIES


/s/ Timothy J. O'Donovan


Timothy J. O'Donovan
Chairman and Chief Executive Officer
(Duly Authorized Signatory for Registrant)

 

 

 

 

October 24, 2000
Date

/s/ Stephen L. Gulis, Jr.


Stephen L. Gulis, Jr.
Executive Vice President, Chief Financial Officer and
    Treasurer
(Principal Financial Officer and Duly Authorized
    Signatory for Registrant)

 

 

 

 

October 24, 2000
Date

/s/ Nicholas P. Ottenwess


Nicholas P. Ottenwess
Corporate Controller
(Duly Authorized Signatory for Registrant)









17


EXHIBIT INDEX


Exhibit
Number


Document

 

 

3.1

Certificate of Incorporation, as amended. Previously filed as Exhibit 3.1 to the Company's Quarterly Report of Form 10-Q for the period ended June 14, 1997. Here incorporated by reference.

 

 

3.2

Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999. Here incorporated by reference.

 

 

27

Financial Data Schedule.