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UNITED STATES FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE Commission File Number: 001-06024 WOLVERINE WORLD WIDE, INC. 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer X Accelerated filer ___ Non-accelerated filer ___ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. There were 60,906,690 shares of Common Stock, $1 par value, outstanding as of April 27, 2007, of which 6,445,827 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 the effect on earnings of a future hedge termination or determination of hedge ineffectiveness, expected length of time that stock options will remain outstanding, results of tax audits, timing or acceptance of new products, future progress toward achieving the Company's strategic growth plan, expected cash flow, expected share repurchase activity, the use of excess cash flows, future revenues, earnings and marketing, statements in Part I, Item 2 regarding the overview and 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 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 cost and availability of raw materials, including leather and petroleum based materials; 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 renminbi and the relative value to the U.S. dollar; changes in duty structures in countries of import and export; the effect of definitive anti-dumping measures in Europe that have been implemented by the European Commission with respect to leather footwear imported in
to the European Union from China and Vietnam at additional duty rates of 16.5% and 10.0%, respectively, from October 7, 2006 through October 6, 2008 for certain leather footwear; 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; service interruptions at shipping and receiving ports; changes in the amount, severity or timing 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 Company's ability to adapt and compete in global apparel and accessory markets; customer acceptance of new
initiatives including Patagonia® Footwear and Merrell® Apparel; 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; increased competition from private label brands; consolidation in the retail sector; and the acceptability of U.S. brands in international markets. Additionally, concerns 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 produc
ts 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. Additional Risk Factors are identified in the Company's Form 10-K filed February 28, 2007, including in Item 1A. 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.
PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheets March 24, December 30, March 25, ASSETS CURRENT ASSETS Cash and cash equivalents $ 62,769 $ 124,663 $ 46,217 Accounts receivable, less allowances March 24, 2007 - $14,370 December 30, 2006 - $13,320 March 25, 2006 - $9,919 199,003 152,608 189,034 Inventories: Finished products 176,392 168,603 157,472 Raw materials and work in process 19,704 15,656 21,913 196,096 184,259 179,385 Other current assets 22,339 23,783 19,058 TOTAL CURRENT ASSETS 480,207 485,313 433,694 PROPERTY, PLANT AND EQUIPMENT Gross cost 278,767 277,723 267,104 Less accumulated depreciation 191,078 189,771 175,690 87,689 87,952 91,414 OTHER ASSETS Goodwill and other non-amortizable intangibles 47,333 47,282 44,180 Other 54,392 50,545 69,700 101,725 97,827 113,880 TOTAL ASSETS $ 669,621 $ 671,092 $ 638,988 See notes to consolidated condensed financial statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheets - continued March 24, December 30, March 25, LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 54,598 $ 47,420 $ 50,898 Accrued salaries and wages 11,069 19,254 9,787 Other accrued liabilities 54,785 43,511 44,614 Current maturities of long-term debt 10,730 10,730 10,730 TOTAL CURRENT LIABILITIES 131,182 120,915 116,029 Long-term debt (less current maturities) 10,738 10,741 21,472 Other non-current liabilities 32,941 34,877 38,458 STOCKHOLDERS' EQUITY Common Stock - par value $1, authorized 160,000,000 shares; shares issued (including shares in treasury): March 24, 2007 - 60,834,988 shares December 30, 2006 - 60,468,000 shares March 25, 2006 - 59,647,469 shares 60,835 60,468 59,647 Additional paid-in capital 38,566 31,341 13,884 Retained earnings 536,722 519,815 468,803 Accumulated other comprehensive income 4,696 3,923 8,025 Cost of shares in treasury: March 24, 2007 - 6,237,811 shares December 30, 2006 - 5,005,487 shares March 25, 2006 - 4,048,115 shares (146,059 ) (110,988 ) (87,330 ) TOTAL STOCKHOLDERS' EQUITY 494,760 504,559 463,029 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 669,621 $ 671,092 $ 638,988 ( ) - Denotes deduction
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Operations 12 Weeks Ended March 24, March 25, Revenue $ 281,052 $ 262,839 Cost of products sold 167,051 156,964 GROSS MARGIN 114,001 105,875 Selling and administrative expenses 81,335 76,247 OPERATING INCOME 32,666 29,628 Other expenses/(income): Interest expense 437 650 Interest income (1,127 ) (541 ) Other - net (160 ) 134 (850 ) 243 EARNINGS BEFORE INCOME TAXES 33,516 29,385 Income taxes 11,227 9,756 NET EARNINGS $ 22,289 $ 19,629 Net earnings per share: Basic $ .41 $ .36 Diluted $ .39 $ .34 Cash dividends declared per share $ .090 $ .075 Shares used for net earnings per share computation: Basic 54,548,154 55,138,433 Diluted 56,652,762 57,146,458 See notes to consolidated condensed financial statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES Consolidated Condensed Statement of Stockholders' Equity 12 Weeks Ended March 24, COMMON STOCK Balance at beginning of the year $ 60,468 Common stock issued under stock incentive plans 367 Balance at end of the quarter $ 60,835 ADDITIONAL PAID-IN CAPITAL Balance at beginning of the year $ 31,341 Stock-based compensation expense 1,990 Common stock issued under stock incentive plans 5,280 Net change in notes receivable (45 ) Balance at end of the quarter $ 38,566 RETAINED EARNINGS Balance at beginning of the year $ 519,815 Net earnings 22,289 Cash dividends declared (4,873 ) Cumulative effect of adopting FIN No. 48 (See Note 9) (509 ) Balance at end of the quarter $ 536,722 ACCUMULATED OTHER COMPREHENSIVE INCOME Balance at beginning of the year $ 3,923 Foreign currency translation adjustments 622 Change in fair value of foreign currency cash flow hedges, net of taxes 151 Balance at end of the quarter $ 4,696 COST OF SHARES IN TREASURY Balance at beginning of the year $ (110,988 ) Repurchase of common stock for treasury (1,232,324 shares) (35,107 ) Issuance of treasury shares (1,630 shares) 36 Balance at end of the quarter $ (146,059 ) TOTAL STOCKHOLDERS' EQUITY AT END OF THE QUARTER $ 494,760 See notes to consolidated condensed financial statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows 12 Weeks Ended March 24, March 25, OPERATING ACTIVITIES Net earnings $ 22,289 $ 19,629 Adjustments necessary to reconcile net earnings to net cash Depreciation 4,679 4,525 Amortization 273 148 Deferred income taxes (212 ) 1,148 Stock-based compensation expense 1,990 1,654 Excess tax benefits from stock-based compensation (1,720 ) (1,424 ) Pension (2,304 ) (775 ) Other 95 (1,820 ) Changes in operating assets and liabilities: Accounts receivable (46,926 ) (32,365 ) Inventories (12,080 ) (17,907 ) Other assets 3,501 (2,383 ) Accounts payable and other liabilities 6,899 12,202 Net cash used in operating activities (23,516 ) (17,368 ) INVESTING ACTIVITIES Additions to property, plant and equipment (4,197 ) (2,742 ) Other (1,044 ) 294 Net cash used in investing activities (5,241 ) (2,448 ) FINANCING ACTIVITIES Proceeds from long-term debt 2,723 13,812 Payments of long-term debt (2,726 ) (14,021 ) Cash dividends paid (4,143 ) (3,635 ) Purchase of common stock for treasury (35,107 ) (21,090 ) Proceeds from shares issued under stock incentive plans 3,557 3,704 Excess tax benefits from stock-based compensation 1,720 1,424 Net cash used in financing activities (33,976 ) (19,806 ) Effect of foreign exchange rate changes 839 581 DECREASE IN CASH AND CASH EQUIVALENTS (61,894 ) (39,041 ) Cash and cash equivalents at beginning of the period 124,663 85,258 CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 62,769 $ 46,217 ( ) - Denotes reduction in cash and cash equivalents
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
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: 12 Weeks Ended March 24, March 25, Weighted average shares outstanding 55,275,623 55,996,320 Adjustment for nonvested restricted common stock (727,469 ) (857,887 ) Denominator for basic earnings per share 54,548,154 55,138,433 Effect of dilutive stock options 1,664,933 1,557,866 Adjustment for nonvested restricted common stock - Denominator for diluted earnings per share 56,652,762 57,146,458 Options to purchase 332,422 shares of common stock at March 24, 2007 and 886,221 shares at March 25, 2006 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. 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 25, 2006 $ 35,833 $ 8,347 $ 44,180 Intangibles acquired - 277 277 Trademark disposals - (118 ) (118 ) Foreign currency translation effects 2,943 - 2,943 Balance at December 30, 2006 38,776 8,506 47,282 Foreign currency translation effects 51 - 51 Balance at March 24, 2007 $ 38,827 $ 8,506 $ 47,333
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES EXCHANGE ACT OF 1934
For the first twelve week accounting period ended March 24, 2007
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
(Exact Name of Registrant as Specified in its Charter)
(Thousands of dollars)
2007
(Unaudited)
2006
(Audited)
2006
(Unaudited)
(Thousands of dollars, except share data)
2007
(Unaudited)
2006
(Audited)
2006
(Unaudited)
See notes to consolidated condensed financial statements
(Thousands of dollars, except share data)
(Unaudited)
2007
2006
(Thousands of dollars, except share data)
(Unaudited)
2007
(Thousands of dollars)
(Unaudited)
2007
2006
used in operating activities:
See notes to consolidated condensed financial statements
March 24, 2007 and March 25, 2006
Wolverine World Wide, Inc. (NYSE: WWW) is a leading designer, manufacturer and marketer of a broad line of quality casual shoes, performance outdoor footwear, apparel, work shoes and boots, and uniform shoes and boots. The Company's global portfolio of owned and licensed brands includes: Bates®, CAT® Footwear, Harley-Davidson® Footwear, Hush Puppies®, HYTEST®, Merrell®, Patagonia® Footwear, Sebago®, Stanley® Footgear and Wolverine®. 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 December 30, 2006.
Revenue is recognized on the sale of products manufactured or sourced by the Company when the related goods have been shipped, legal title has passed to the customer and collectibility is reasonably assured. 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, sourcing, inspection and receiving 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, earnings and cash flows 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.
March 24, 2007 and March 25, 2006
2007
2006
treasury method
439,675
450,159
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 24, |
|
December 30, |
|
March 25, |
|
|||
Foreign currency translation adjustments |
$ |
22,412 |
|
$ |
21,790 |
|
$ |
11,212 |
|
Foreign currency cash flow hedge adjustments, net of taxes |
|
(897 |
) |
|
(1,048 |
) |
|
266 |
|
Pension adjustments, net of taxes |
|
(16,819 |
) |
|
(16,819 |
) |
|
(3,453 |
) |
Accumulated other comprehensive income |
$ |
4,696 |
|
$ |
3,923 |
|
$ |
8,025 |
|
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 24, 2007 and March 25, 2006
|
|
12 Weeks Ended |
|
||||
|
|
March 24, |
|
March 25, |
|
||
Net earnings |
|
$ |
22,289 |
|
$ |
19,629 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
622 |
|
|
(1,031 |
) |
Change in fair value of foreign currency cash flow |
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
23,062 |
|
$ |
18,256 |
|
5. Business Segments
The Company has one reportable segment that is engaged in manufacturing, sourcing, marketing, licensing and distributing branded footwear, apparel and accessories to the retail sector, including casual shoes, dress shoes, performance outdoor footwear, boots, uniform shoes, work shoes, and apparel and accessories. Revenue of this segment is derived from the sale of branded footwear and apparel to external customers as well as royalty income from the licensing of the Company's trademarks and brand names to licensees and distributors. The business units comprising the branded footwear, apparel and licensing segment manufacture or source, market and distribute products in a similar manner. Branded footwear, apparel and licensed products are distributed through wholesale channels and under licensing and distributor arrangements.
The other business units in the following table consist of the Company's retail, tannery and pigskin procurement operations. The Company operated 83 domestic retail stores and 18 consumer-direct Internet sites at March 24, 2007, that sell Company-manufactured and sourced products, as well as footwear and apparel manufactured by unaffiliated companies. The other business units distribute products through retail and wholesale channels.
There have been no material changes in the way the Company measures segment profits or in its basis of determining business segments.
Business segment information is as follows (thousands of dollars):
|
Branded |
|
|
|
|
|
|
|
||||||
|
12 Weeks Ended March 24, 2007 |
|
||||||||||||
Revenue |
$ |
261,914 |
|
$ |
19,138 |
|
$ |
- |
|
$ |
281,052 |
|
||
Intersegment revenue |
|
10,977 |
|
|
794 |
|
|
- |
|
|
11,771 |
|
||
Earnings (loss) before income taxes |
|
38,428 |
|
|
(1,276 |
) |
|
(3,636 |
) |
|
33,516 |
|
||
Total assets |
|
476,349 |
|
|
51,881 |
|
|
141,391 |
|
|
669,621 |
|
||
|
|
|
||||||||||||
|
12 Weeks Ended March 25, 2006 |
|
||||||||||||
Revenue |
$ |
244,570 |
|
$ |
18,269 |
|
$ |
- |
|
$ |
262,839 |
|
||
Intersegment revenue |
|
10,377 |
|
|
849 |
|
|
- |
|
|
11,226 |
|
||
Earnings (loss) before income taxes |
|
34,662 |
|
|
(502 |
) |
|
(4,775 |
) |
|
29,385 |
|
||
Total assets |
|
445,624 |
|
|
41,994 |
|
|
151,370 |
|
|
638,988 |
|
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements - continued 6. Financial Instruments and Risk Management The Company's financial instruments consist of cash and cash equivalents, accounts and notes receivable, accounts and notes payable and long-term debt. The Company's estimate of the fair values of these financial instruments approximates their carrying amounts at March 24, 2007. Fair value was determined using discounted cash flow analyses and current interest rates for similar instruments. The Company does not hold or issue financial instruments for trading purposes. The Company follows Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS Nos. 137 and 138, which requires that all derivative instruments be recorded on the consolidated condensed balance sheets at fair value and establishes criteria for designation and effectiveness of hedging relationships. The Company utilizes foreign currency forward exchange contracts to manage the volatility associated with foreign currency inventory purchases made by non-U.S. wholesale operations in the normal course of business. At March 24, 2007 and March 25, 2006, foreign exchange contracts with a notional value of $52,668,000 and $54,885,000, respectively, were outstanding to purchase various currencies (principally U.S. dollars) with maturities ranging up to 224 days. These contracts have been designated as cash flow hedges. As of March 24, 2007 and March 25, 2006, a liability of $1,674,000 and an asset of $617,000, respectively, hav
e been recognized for the fair value of the foreign exchange contracts. The fair value of the foreign currency forward exchange contracts represents the estimated receipts or payments necessary to terminate the contracts. Hedge effectiveness is evaluated by the hypothetical derivative method. Any hedge ineffectiveness is reported within the cost of products sold caption of the consolidated condensed statements of operations. Hedge ineffectiveness was not material to the consolidated condensed financial statements for the quarters ended March 24, 2007 and March 25, 2006. If, in the future, the foreign exchange contracts are determined to be ineffective hedges or terminated before their contractual termination dates, the Company would be required to reclassify into earnings all or a portion of the unrealized amounts related to the cash flow hedges that are currently included in accumulated other comprehensive income within stockholders' equity. The Company does not generally require collateral or other security on trade accounts and notes receivable. 7. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the fair value recognition provisions of SFAS No. 123(R), Share-Based Payment. The Company recognized compensation costs of $1,990,000 and related income tax benefits of $560,000 for its stock-based compensation plans in the statement of operations for the 12 weeks ended March 24, 2007. Stock-based compensation expense recognized in the consolidated condensed statements of operations for the 12 weeks ended March 24, 2007 and March 25, 2006 has been reduced for estimated forfeitures, as it is based on awards ultimately expected to vest. SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience.
March 24, 2007 and March 25, 2006
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements - continued The Company estimated the fair value of employee stock options on the date of grant using the Black-Scholes model. The estimated weighted-average fair value for each option granted during the 12 weeks ended March 24, 2007 and March 25, 2006 was $6.89 and $5.22 per share, respectively, with the following weighted-average assumptions:
March 24, 2007 and March 25, 2006
|
|
|
|
12 Weeks Ended |
||||
|
|
|
|
|
|
March 24, |
|
March 25, |
|
|
|
|
|
|
2007 |
|
2006 |
Expected market price volatility (1) |
|
|
|
|
|
23.3% |
|
24.5% |
Risk-free interest rate (2) |
|
|
|
|
|
4.8% |
|
4.6% |
Dividend yield (3) |
|
|
|
|
|
1.4% |
|
1.4% |
Expected term (4) |
|
|
|
|
|
4 years |
|
4 years |
(1) |
Based on historical volatility of the Company's common stock. The expected volatility is based on the daily percentage change in the price of the stock over four years. |
(2) |
Represents the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. |
(3) |
Represents the Company's cash dividend yield for the expected term. |
(4) |
Represents the period of time that options granted are expected to be outstanding. The Company determined that all employee groups exhibit similar exercise and post-vesting termination behavior to determine the expected term. |
8. Pension Expense
A summary of net pension and Supplemental Executive Retirement Plan costs recognized by the Company is as follows (thousands of dollars):
|
|
|
12 Weeks Ended |
|
||||||||
|
|
|
|
|
March 24, |
|
March 25, |
|
||||
Service cost pertaining to benefits |
|
|
|
|
|
|
|
|
|
|
|
|
earned during the period |
|
|
|
|
|
|
$ |
(1,141 |
) |
$ |
(1,113 |
) |
Interest cost on projected benefit obligations |
|
|
|
|
|
|
|
(2,527 |
) |
|
(2,339 |
) |
Expected return on pension assets |
|
|
|
|
|
|
|
3,251 |
|
|
2,971 |
|
Net amortization loss |
|
|
|
|
|
|
|
(1,247 |
) |
|
(1,861 |
) |
Net pension cost |
|
|
|
|
|
|
$ |
(1,664 |
) |
$ |
(2,342 |
) |
9. Accounting for Uncertainty in Income Taxes
The Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48 ("FIN 48"), Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109, on December 31, 2006. Prior to adoption of FIN 48, the Company had unrecognized tax benefits of $1,599,000. As a result of the implementation of FIN 48, the Company recognized an increase in the liability for unrecognized tax benefits of $369,000, which was accounted for as reduction to the December 31, 2006, balance of retained earnings. Including this cumulative effect adjustment, the Company had unrecognized tax benefits of $1,957,000 as of March 24, 2007. If recognized currently, the effective tax rate would have been affected by the unrecognized tax benefits.
The Company recognizes interest and penalties related to unrecognized tax benefits through income tax expense. The Company has accrued approximately $140,000 for interest as part of the cumulative effect of implementing the provisions of FIN 48, which was accounted for as reduction to the December 31, 2006, balance of retained earnings. Interest during the quarters ended March 24, 2007 and March 25, 2006, was not significant.
The Company is subject to periodic audits by domestic and foreign tax authorities. Currently, the Company is undergoing routine periodic audits in both domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change in the next 12 months as a result of the audits; however, any payment of tax is not expected to be significant to the consolidated financial statements.
For the majority of tax jurisdictions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2003.
10. Litigation and Contingencies
The Company is involved in various environmental claims and other legal actions arising in the normal course of business. The environmental claims include sites where the Environmental Protection Agency has notified the Company that it is a potentially responsible party with respect to environmental remediation. These remediation claims are subject to ongoing environmental impact studies, assessment of remediation alternatives, allocation of costs between responsible parties and concurrence by regulatory authorities and have not yet advanced to a stage where the Company's liability is fixed. However, after taking into consideration legal counsel's evaluation of all actions and claims against the Company, management is currently of the opinion that their outcome will not have a material effect on the Company's consolidated financial position or future results of operations.
The Company is involved in routine litigation incidental to its business and is a party to legal actions and claims, including, but not limited to, those related to employment and intellectual property. Some of the legal proceedings include claims for compensatory as well as punitive damages. While the final outcome of these matters cannot be predicted with certainty, considering, among other things, the meritorious legal defenses available and liabilities that have been recorded along with applicable insurance, it is currently the opinion of the Company's management that none of these items will have a material adverse effect on the results of operations, financial condition or liquidity of the Company in a particular year.
Pursuant to certain of the Company's lease agreements, the Company has provided financial guarantees to third parties in the form of indemnification provisions. These provisions indemnify and reimburse third parties for costs, including but not limited to adverse judgments in lawsuits, taxes and operating costs. The terms of the guarantees are identical to the terms of the related lease agreements. The Company is not able to calculate the maximum potential amount of future payments it could be required to make under these guarantees, as the potential payments are dependent upon the occurrence of future unknown events.
The Company has future minimum royalty obligations due under the terms of certain licenses held by the Company. Annual minimum future obligations on licenses are as follows (thousands of dollars):
|
2007 |
2008 |
2009 |
2010 |
2011 |
Thereafter |
|
||||||
Minimum royalties |
$ |
1,152 |
$ |
1,062 |
$ |
1,328 |
$ |
1,544 |
$ |
1,772 |
$ |
970 |
|
Minimum royalties are based on both fixed obligations and assumptions related to the consumer price index. Royalty obligations in excess of minimum requirements are based upon future sales levels. In accordance with these agreements, the Company incurred royalty expense of $962,000 and $735,000 for the first quarters of 2007 and 2006, respectively.
The terms of certain license agreements also require advertising expenditures based on the level of sales. In accordance with these agreements, the Company's advertising obligations, based on actual sales, totaled $484,000 and $392,000 for the first quarters of 2007 and 2006, respectively.
11. New Accounting Standards
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115 ("SFAS No. 159"). SFAS No. 159 allows companies to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007 (fiscal year 2008 for the Company). While the Company is currently evaluating the provisions of SFAS No. 159, the adoption is not expected to have a material impact on its consolidated financial statements.
12. Subsequent Event
The Company's Board of Directors approved a common stock repurchase program on April 19, 2007. The program authorizes the repurchase of 7.0 million shares of common stock over a 36-month period commencing on the effective date of the program.
ITEM 2. |
Management's Discussion and Analysis of Financial Condition and |
OVERVIEW
Wolverine World Wide, Inc. (the "Company") continues to evolve from a leading global marketer of branded footwear into a global multi-branded footwear and apparel company. The Company's goal is articulated in its strategic vision - "To Excite Consumers Around the World with Innovative Footwear and Apparel that Bring Style to Purpose." The Company intends to achieve this goal by, extending key brands beyond footwear, strengthening the global brand portfolio, pursuing product excellence, leveraging global supply chain management and managing brands' presence at retail. The Company is focused on delivering long-term financial objectives of achieving mid-to-upper single digit average annual revenue growth, annual double digit EPS increases, improved asset utilization and strong cash generation.
The following financial performance highlights of the first quarter of 2007 compared to the first quarter of 2006 reflect these strategies:
|
|
Record revenue and earnings per share for the 19th consecutive quarter. |
|
|
|
|
|
Revenue for the first quarter of 2007 of $281.1 million, a 6.9% increase over the first quarter of 2006 revenue of $262.8 million. |
|
|
|
|
|
North America, Europe and Other International regions all realized revenue gains for the first quarter of 2007. |
|
|
|
|
|
Three of the four major branded operating units contributed to the revenue increase in the first quarter of 2007. |
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|
|
|
|
Earnings per share during the first quarter of 2007 grew to $.39 per share compared to $.34 per share for the same quarter in the prior year, an increase of 14.7%. |
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|
|
|
|
Accounts receivable and inventory grew 5.3% and 9.3%, respectively, in the first quarter of 2007 compared to the first quarter of 2006 on a 6.9% increase in revenue. |
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|
|
|
The increase in accounts receivable of $16.6 million in comparison to prior year's first quarter was directly attributable to a strong increase in sales. |
|
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|
|
Inventory increased $16.7 million primarily to support the growth of the global Merrell® Footwear business and the new business from Patagonia® Footwear. |
|
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|
|
|
Net cash used in operating activities increased $6.1 million compared to the first quarter of 2006 as a result of increased accounts receivable and inventory partially offset by the increase in earnings. |
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The Company's cash position remained strong with $62.8 million of cash on hand at quarter end and debt outstanding of $21.5 million. |
The following is a discussion of the Company's results of operations and liquidity and capital resources for the first quarter of 2007. This section should be read in conjunction with the consolidated condensed financial statements and notes.
Results of Operations - Comparison of the 12 Weeks Ended March 24, 2007 (2007 First Quarter) to the 12 Weeks Ended March 25, 2006 (2006 First Quarter)
Financial Summary - 2007 First Quarter Versus 2006 First Quarter |
|||||||||||||||
|
2007 |
2006 |
Change |
||||||||||||
|
$ |
|
% |
|
$ |
|
% |
|
$ |
|
% |
|
|||
(Millions of dollars, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Branded footwear, apparel and licensing |
$ |
261.9 |
|
93.2% |
|
$ |
244.6 |
|
93.0% |
|
$ |
17.3 |
|
7.1% |
|
Other business units |
|
19.2 |
|
6.8% |
|
|
18.2 |
|
7.0% |
|
|
1.0 |
|
4.8% |
|
Total revenue |
$ |
281.1 |
|
100.0% |
|
$ |
262.8 |
|
100.0% |
|
$ |
18.3 |
|
6.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Branded footwear, apparel and licensing |
$ |
107.5 |
|
41.0% |
|
$ |
99.5 |
|
40.7% |
|
$ |
8.0 |
|
8.0% |
|
Other business units |
|
6.5 |
|
34.1% |
|
|
6.4 |
|
35.0% |
|
|
.1 |
|
1.9% |
|
Total gross margin |
$ |
114.0 |
|
40.6% |
|
$ |
105.9 |
|
40.3% |
|
$ |
8.1 |
|
7.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses |
$ |
81.3 |
|
28.9% |
|
$ |
76.3 |
|
29.0% |
|
$ |
5.0 |
|
6.7% |
|
Interest (income) expense-net |
|
(.7 |
) |
(.2% |
) |
|
.1 |
|
.0% |
|
|
(.8 |
) |
(733.0% |
) |
Other (income) expense-net |
|
(.1 |
) |
(.1% |
) |
|
.1 |
|
.1% |
|
|
(.2 |
) |
(219.4% |
) |
Earnings before income taxes |
|
33.5 |
|
11.9% |
|
|
29.4 |
|
11.2% |
|
|
4.1 |
|
14.1% |
|
Net earnings |
|
22.3 |
|
7.9% |
|
|
19.6 |
|
7.5% |
|
|
2.7 |
|
13.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
$ |
.39 |
|
|
|
$ |
.34 |
|
|
|
$ |
.05 |
|
14.7% |
|
The Company has one reportable segment that is engaged in manufacturing, sourcing, marketing, licensing and distributing branded footwear, apparel and accessories. Within the branded footwear, apparel and licensing segment, the Company has identified five operating units, consisting of the Outdoor Group (comprised of the Merrell®, Sebago® and Patagonia® Footwear brands), the Wolverine Footwear Group (comprised of the Wolverine®, HYTEST®, Bates® Footwear and Stanley® Footgear brands and certain private label branded products), the Heritage Brands Group (comprised of Cat® Footwear and Harley-Davidson® Footwear), The Hush Puppies Company, and Other Branded Footwear. The Company's other business units consist of Wolverine Retail and Wolverine Leathers (comprised of the tannery and procurement operations). The following is supplemental information on total revenue:
Total Revenue - First Quarter |
|||||||||||
|
2007 |
2006 |
Change |
||||||||
|
$ |
% |
$ |
% |
$ |
% |
|||||
(Millions of dollars) |
|
|
|
|
|
|
|
|
|
|
|
Outdoor Group |
$ |
112.7 |
40.1% |
$ |
100.5 |
38.2% |
$ |
12.2 |
|
12.1% |
|
Wolverine Footwear Group |
|
54.5 |
19.4% |
|
56.4 |
21.5% |
|
(1.9 |
) |
(3.4% |
) |
Heritage Brands Group |
|
47.6 |
16.9% |
|
42.6 |
16.2% |
|
5.0 |
|
11.8% |
|
The Hush Puppies Company |
|
44.5 |
15.8% |
|
43.8 |
16.6% |
|
.7 |
|
1.6% |
|
Other Branded Footwear |
|
2.6 |
.9% |
|
1.3 |
.5% |
|
1.3 |
|
102.8% |
|
Total branded footwear, apparel and licensing |
|
|
|
|
|
|
|
|
|
|
|
revenue |
$ |
261.9 |
93.2% |
$ |
244.6 |
93.0% |
$ |
17.3 |
|
7.1% |
|
Other business units |
|
19.2 |
6.8% |
|
18.2 |
7.0% |
|
1.0 |
|
4.8% |
|
Total revenue |
$ |
281.1 |
100.0% |
$ |
262.8 |
100.0% |
$ |
18.3 |
|
6.9% |
|
REVENUE
Revenue of $281.1 million for the first quarter of 2007 exceeded the prior year first quarter revenue by $18.3 million. Increases in unit volume, changes in product mix and changes in selling price for the branded footwear, apparel and licensing operations as discussed below contributed $12.6 million of the revenue increase. The impact of translating foreign denominated revenue to U.S. dollars increased revenue by $4.7 million. The other
business units contributed $1.0 million to the increase. International revenue increased in the quarter to account for 40.0% of total revenue in 2007 as compared to 38.4% in 2006.
The Outdoor Group recorded revenue of $112.7 million for the first quarter of 2007, a $12.2 million increase over the first quarter of the prior year. Merrell® accounted for $5.8 million of the increase over the prior year, reporting strong deliveries with particular strength in the trail-running and multi-sport categories. The focused product line and marketing initiatives gained traction in the quarter with the Sebago® brand recording a $2.9 million sales increase from the first quarter of 2006. Patagonia® Footwear product contributed $3.5 million to the increase recording its first full quarter of shipments.
The Wolverine Footwear Group recorded $54.5 million in revenue for the first quarter of 2007, a $1.9 million decrease from the first quarter of 2006. The Wolverine® boot and apparel business realized an increase in revenue of $1.7 million during the first quarter of 2007 compared to the first quarter of 2006, due primarily to new product introductions incorporating the Wolverine MultiShoxTM comfort system and the new Carbon MaxTM safety toe technology. The Bates® uniform footwear business realized a decrease in revenue of $2.8 million due to the planned reduction in U.S. Department of Defense contract shipments. The Stanley® Footgear business and the private label business realized a $.8 million revenue decrease during the first quarter of 2007, compared to the first quarter of 2006, due to reduced customer demand.
The Heritage Brands Group experienced a $5.0 million increase in revenue during the first quarter of 2007 compared to the first quarter of 2006. Cat® Footwear's revenue increased a total of $3.8 million over the first quarter of 2006 due to new product introductions incorporating the iTechnologyTM comfort system and the Legendary RawTM collection of boot product, which is aimed at the global premium denim market. Harley-Davidson® Footwear revenue increased $1.2 million in the quarter driven largely by new product and merchandising programs tailored specifically for the Harley-Davidson dealer network and new products incorporating spring colors and new fabrications.
The Hush Puppies Company recorded revenue of $44.5 million in the first quarter of 2007, a $.7 million increase from the first quarter of 2006. The growth was primarily attributable to increased sales in the U.K. of $1.8 million resulting from strong demand for its casual product. The slipper division reported an increase in sales of $1.2 million in comparison to the first quarter of 2006 due to liquidation of inventories and lower impact of returns associated with the phase out of the slipper business. Revenue from the U.S wholesale market was $2.6 million lower due to a shift of Spring 2007 deliveries of transitional women's product into fourth quarter of 2006 versus first quarter of 2006 in the prior year and lower demand for product from the mid and lower tier channels. International licensing contributed $.3 million to the revenue increase.
Within the Company's other business units, Wolverine Retail reported a $.9 million increase in revenue as a result of a mid-single digit same-store revenue increase and seven additional stores operating as compared to the prior year's first quarter. Wolverine Retail operated 83 retail stores at the end of first quarter 2007 compared to 76 at the end of first quarter 2006. Revenue from the Wolverine® Leathers operation was flat for the quarter in comparison to the first quarter of 2006.
GROSS MARGIN
The gross margin of 40.6% for the first quarter of 2007 was a 30 basis point increase from the first quarter of 2006. A change in business mix contributed an increase of 40 basis points, favorable product costs increased margin by 40 basis points and benefits from favorable foreign exchange contract rates associated with the Company's foreign entity inventory purchases added 20 basis points. These increases were partially offset by 70 basis points due to increased product cost on the European operations related to the levying of anti-dumping duties on product sourced from China and Vietnam.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses of $81.3 million for the first quarter of 2007 increased $5.0 million from $76.3 million for the first quarter of 2006. Selling and administrative expenses, including new growth initiatives, as a percentage of revenue decreased 10 basis points as compared to the prior year's first quarter reflecting increased leverage over expenses. The Company invested an additional $2.8 million in product development, selling, advertising and administrative costs on the Merrell® Apparel and Patagonia® Footwear initiatives during the quarter. Increased marketing initiatives across the other brands resulted in an increase in selling and advertising costs of $1.3 million in comparison to the first quarter of 2006. The remaining increase related primarily to profit-sharing and distribution costs which vary with the increase in revenue.
INTEREST, OTHER & TAXES
The change in net interest (income) expense reflected increased interest income from invested cash balances, as well as lower average outstanding amounts on senior notes and lower working capital borrowings during the quarter.
The change in other (income) expense primarily related to the change in realized gains or losses on foreign denominated assets and liabilities.
The Company's first quarter 2007 effective tax rate was 33.5% compared to 33.2% for the first quarter of 2006. The change in the effective tax rate related primarily to increased income from higher taxed jurisdictions.
NET EARNINGS
As a result of the revenue, gross margin and expense changes discussed above, the Company achieved net earnings of $22.3 million for the first quarter of 2007 as compared to $19.6 million in the first quarter of 2006, an increase of $2.7 million.
LIQUIDITY AND CAPITAL RESOURCES |
|||||||||||||||
|
|
|
|
Change from |
|||||||||||
|
March 24, |
December 30, |
March 25, |
December 30, |
March 25, |
||||||||||
|
2007 |
2006 |
2006 |
2006 |
2006 |
||||||||||
(Millions of dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
62.8 |
|
$ |
124.7 |
|
$ |
46.2 |
|
$ |
(61.9 |
) |
$ |
16.6 |
|
Accounts receivable |
|
199.0 |
|
|
152.6 |
|
|
189.0 |
|
|
46.4 |
|
|
10.0 |
|
Inventories |
|
196.1 |
|
|
184.3 |
|
|
179.4 |
|
|
11.8 |
|
|
16.7 |
|
Accounts payable |
|
54.6 |
|
|
47.4 |
|
|
50.9 |
|
|
7.2 |
|
|
3.7 |
|
Accrued salaries and wages |
|
11.1 |
|
|
19.3 |
|
|
9.8 |
|
|
(8.2 |
) |
|
1.3 |
|
Other accrued liabilities |
|
54.8 |
|
|
43.5 |
|
|
44.6 |
|
|
11.3 |
|
|
10.2 |
|
Debt |
|
21.5 |
|
|
21.5 |
|
|
32.2 |
|
|
- |
|
|
(10.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used in operating activities |
$ |
(23.5 |
) |
|
|
|
$ |
(17.4 |
) |
|
|
|
$ |
(6.1 |
) |
Additions to property, plant and equipment |
|
4.2 |
|
|
|
|
|
2.7 |
|
|
|
|
|
1.5 |
|
Depreciation and amortization |
|
5.0 |
|
|
|
|
|
4.7 |
|
|
|
|
|
.3 |
|
The Company continued to strengthen its balance sheet in the first quarter of 2007. Cash of $48.6 million was used to fund working capital investments in the first quarter of 2007 compared to $40.5 million used in the first quarter of 2006. Inventory levels increased 9.3% over the same quarter last year and inventory turns were consistent. Accounts receivable increased 5.3% on a 6.9% increase in revenue over the same quarter last year. The allowance for bad debts and potential product returns was increased as a result of the increase in accounts receivable and revenue. No single customer accounted for more than 10% of the outstanding accounts receivable balance at March 24, 2007.
The increase in accounts payable as compared to the first quarter of 2006 was primarily attributable to the increase in inventory purchases from contract suppliers. The increase in other accrued liabilities compared to the first quarter of 2006 was primarily attributable to adjustments made for foreign currency forward exchange contracts, an increase in employee benefit accruals and an increase in income tax accruals.
The majority of capital expenditures were for information system enhancements, consumer-direct initiatives, distribution equipment and building improvements. The Company leases machinery, equipment and certain warehouse, office and retail store space under operating lease agreements that expire at various dates through 2023.
The Company has a long-term revolving credit agreement that expires in July 2010 and allows for borrowings up to $150.0 million. The revolving credit facility is used to support working capital requirements. No amount was outstanding under the revolving credit facility at March 24, 2007 or at March 25, 2006. Proceeds from the existing credit facility along with cash flows from operations are expected to be sufficient to meet capital needs in the foreseeable future. Any excess cash flows from operating activities are expected to be used to purchase property, plant and equipment, pay down existing debt, fund internal and external growth initiatives, pay dividends or repurchase the Company's common stock.
The decrease in debt at March 24, 2007 as compared to March 25, 2006 was the result of annual principal payments on the Company's senior notes. The Company had commercial letter-of-credit facilities outstanding of $2.9 million and $1.4 million at March 24, 2007 and March 25, 2006, respectively. The total debt to total capital
ratio for the Company was 4.2% at the end of the first quarter of 2007, 6.5% at the end of the first quarter of 2006 and 4.1% for the fiscal year ended December 30, 2006.
The Company's Board of Directors approved a common stock repurchase program on December 13, 2005. The program authorized the repurchase of 3.0 million shares of common stock. There were 1,164,700 shares ($33.1 million in market value) repurchased during the first quarter of 2007 under the program. There are 27,182 shares remaining for future repurchase under the December 13, 2005 program. The primary purpose of the stock repurchase program is to increase stockholder value. The Company intends to continue to repurchase shares of its common stock in open market or privately negotiated transactions, from time to time, depending upon market conditions and other factors. Additional information about stock repurchases is included in Part II, Item 2 of this Form 10-Q.
The Company declared dividends of $4.9 million in the first quarter of 2007, or $.090 per share. This represents a 20.0% increase over the $.075 per share declared in the first quarter of 2006. The quarterly dividend is payable on May 1, 2007 to stockholders of record on April 2, 2007.
Critical Accounting Policies
The preparation of the Company's consolidated condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Historically, actual results have not been materially different from the Company's estimates. However, actual results may differ from these estimates under different assumptions or conditions.
The Company has identified the critical accounting policies used in determining estimates and assumptions in the amounts reported in its Management's Discussion and Analysis of Financial Condition and Results of Operations in its Annual Report on Form 10-K for the fiscal year ended December 30, 2006. Management believes there have been no changes in those critical accounting policies.
ITEM 3. |
Quantitative and Qualitative Disclosures about Market Risk |
The information concerning quantitative and qualitative disclosures about market risk contained in the Company's Annual Report on Form 10-K for its fiscal year ended December 30, 2006, 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 its debt on a fixed-rate basis. 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. For purposes of this item, "near term" means a period of time going forward up to one year from the date of the financial statements.
Under the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS Nos. 137 and 138, the Company is required to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in accumulated other comprehensive income until the hedged item is recognized in earnings.
The Company conducts wholesale operations outside of the United States in Europe and Canada where the functional currencies are primarily the British pound, euro, and Canadian dollar. The Company utilizes foreign currency forward exchange contracts to manage the volatility associated with inventory purchases made by non-U.S. wholesale operations in foreign currencies in the normal course of business. At March 24, 2007 and March 25, 2006, the Company had outstanding forward currency exchange contracts to purchase $52.7 million and $54.9 million, respectively, of various currencies (principally U.S. dollars) with maturities ranging up to 224 days.
The Company also faces market risk to the extent that its products are produced in countries where certain labor, overhead and raw material costs are paid in foreign currencies, including the Chinese yuan renminbi. As a result, changes in the foreign currency exchange rates of these currencies could cause increases in the price of products which the Company purchases primarily in U.S. dollars.
The Company also has production facilities in the Dominican Republic where financial statements are prepared in U.S. dollars as the functional currency; however, operating costs are paid in the local currency. Royalty revenue generated by the Company from certain third-party foreign licensees is calculated in the licensees' local currencies, but paid in U.S. dollars. Accordingly, the Company could be subject to related foreign currency remeasurement gains and losses in 2007 and beyond.
ITEM 4. |
Controls and Procedures |
An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on and as of the time of such evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures, as defined in Securities Exchange Act Rule 13a-15(e), were effective as of the end of the period covered by this report. There have been no changes during the quarter ended March 24, 2007 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
|
|
|
Issuer Purchases of Equity Securities |
|
|
|
Total Number |
|
||||
Period 1 (December 31, 2006 to January 27, 2007) |
|
|
|
|
|
|
|
|
|
Common Stock Repurchase Program(1) |
- |
$ |
- |
|
- |
|
1,191,882 |
|
Employee Transactions(2) |
575 |
|
27.78 |
|
- |
|
- |
Period 2 (January 28, 2007 to February 24, 2007) |
|
|
|
|
|
|
|
|
|
Common Stock Repurchase Program(1) |
412,300 |
|
29.26 |
|
412,300 |
|
779,582 |
|
Employee Transactions(2) |
137,124 |
|
29.44 |
|
- |
|
- |
Period 3 (February 25, 2007 to March 24, 2007) |
|
|
|
|
|
|
|
|
|
Common Stock Repurchase Program(1) |
752,400 |
|
27.92 |
|
752,400 |
|
27,182 |
|
Employee Transactions(2) |
12,175 |
|
28.03 |
|
- |
|
- |
Total for Quarter ended March 24, 2007 |
|
|
|
|
|
|
|
|
|
Common Stock Repurchase Program(1) |
1,164,700 |
$ |
28.39 |
|
1,164,700 |
|
27,182 |
|
Employee Transactions(2) |
149,874 |
|
29.32 |
|
- |
|
- |
|
(1) |
The Company's Board of Directors approved a common stock repurchase program on December 13, 2005. This program authorized the repurchase of 3.0 million shares of common stock. All shares repurchased during the period covered by this report were purchased under publicly announced programs. The Company's Board of Directors approved a common stock repurchase program on April 19, 2007. The program authorizes the repurchase of 7.0 million shares of common stock over a 36-month period commencing on the effective date of the program. |
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(2) |
Employee transactions include: (1) shares delivered or attested in satisfaction of the exercise price and/or tax withholding obligations by holders of employee stock options who exercised options and (2) restricted shares withheld to offset tax withholding that occurs upon vesting of restricted shares. The Company's employee stock compensation plans provide that the value of the shares delivered or attested to, or withheld, shall be the closing price of the Company's common stock on the date the relevant transaction occurs. |
ITEM 6. |
Exhibits |
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The following documents are filed as exhibits to this report on Form 10-Q: |
Exhibit |
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|
|
3.1 |
Restated Certificate of Incorporation. Previously filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 30, 2006. Here incorporated by reference. |
|
|
3.2 |
Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 7, 2002. Here incorporated by reference. |
|
|
31.1 |
Certification of President and Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
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|
31.2 |
Certification of Executive Vice President, Chief Financial Officer and Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002. |
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|
32 |
Certification pursuant to 18 U.S.C. §1350. |
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.
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WOLVERINE WORLD WIDE, INC. |
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May 3, 2007 |
|
/s/ Blake W. Krueger |
Date |
|
Blake W. Krueger |
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May 3, 2007 |
|
/s/ Stephen L. Gulis, Jr. |
Date |
|
Stephen L. Gulis, Jr. |
EXHIBIT INDEX
Exhibit |
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|
|
3.1 |
Restated Certificate of Incorporation. Previously filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 30, 2006. Here incorporated by reference. |
|
|
3.2 |
Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 7, 2002. Here incorporated by reference. |
|
|
31.1 |
Certification of President and Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
31.2 |
Certification of Executive Vice President, Chief Financial Officer and Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
32 |
Certification pursuant to 18 U.S.C. §1350. |
Exhibit 31.1
CERTIFICATIONS
I, Blake W. Krueger, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Wolverine World Wide, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 3, 2007 |
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/s/ Blake W. Krueger |
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Blake W. Krueger |
|
Exhibit 31.2
CERTIFICATIONS
I, Stephen L. Gulis, Jr., certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Wolverine World Wide, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 3, 2007 |
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/s/ Stephen L. Gulis, Jr. |
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Stephen L. Gulis, Jr. |
|
Exhibit 32
CERTIFICATION
Solely for the purpose of complying with 18 U.S.C. § 1350, each of the undersigned hereby certifies in his capacity as an officer of Wolverine World Wide, Inc. (the "Company") that the Quarterly Report of the Company on Form 10-Q for the accounting period ended March 24, 2007 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.
Date: May 3, 2007 |
/s/ Blake W. Krueger |
|
Blake W. Krueger |
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/s/ Stephen L. Gulis, Jr. |
|
Stephen L. Gulis, Jr. |