SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q
AMENDMENT NO. 1

TO

[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 11, 1999

OR

[   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______

Commission File Number: 1-6024

WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in its Charter)


Delaware 38-1185150
(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.)
   
9341 Courtland Drive, Rockford, Michigan 49351
(Address of Principal Executive Offices) (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 44,418,335 shares of Common Stock, $1 par value, outstanding as of October 19, 1999, of which 3,120,928 shares are held as Treasury Stock.







This Amendment No. 1 to Form 10-Q is filed solely for the purpose of correcting a typographical error in the Consolidated Statements of Cash Flows included in the financial statements filed as part of this report.










2


PART I. FINANCIAL INFORMATION

ITEM 1.      Financial Statements

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Thousands of dollars)



  September 11   January 2,   September 12,
  1999   1999   1998
  (Unaudited)
  (Audited)
  (Unaudited)
ASSETS          
           
CURRENT ASSETS          
    Cash and cash equivalents $    7,639   $    6,203   $    8,853
    Accounts receivable, less allowances          
        September 11, 1999 - $6,656          
        January 2, 1999 - $5,896          
        September 12, 1998 - $8,621 181,525   152,110   159,100
    Inventories:          
        Finished products 145,253   113,923   131,467
        Raw materials and work in process 44,720
  53,116
  46,067
  189,973   167,039   177,534
           
    Other current assets 10,139
  15,626
  10,381
           
TOTAL CURRENT ASSETS 389,276   340,978   355,868
           
PROPERTY, PLANT & EQUIPMENT          
    Gross cost 208,919   194,374   184,594
    Less accumulated depreciation 92,436
  83,239
  80,274
  116,483   111,135   104,320
           
OTHER ASSETS 68,518
  69,365
  60,881
           
TOTAL ASSETS $574,277
  $521,478
  $521,069




See notes to consolidated condensed financial statements.




3


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS - Continued

(Thousands of dollars)



  September 11   January 2,   September 12,
  1999   1999   1998
  (Unaudited)
  (Audited)
  (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
CURRENT LIABILITIES          
    Notes payable to banks $        500   $    6,546   $    7,896
    Accounts payable and other accrued liabilities 48,670   40,161   47,018
    Current maturities of long-term debt 4,351
  4,561
  4,417
TOTAL CURRENT LIABILITIES 53,521   51,268   59,331
           
LONG-TERM DEBT (less current maturities) 196,745   157,089   153,505
           
OTHER NONCURRENT LIABILITIES 11,538   12,801   11,904
           
STOCKHOLDERS' EQUITY          
    Common Stock - par value $1, authorized          
        80,000,000 shares; shares issued          
        (including shares in treasury):          
            September 11, 1999 - 44,416,294 shares          
            January 2, 1999 - 43,832,070 shares          
            September 12, 1998 - 43,802,049 shares 44,416   43,832   43,802
    Additional paid-in capital 77,195   72,825   71,324
    Retained earnings 236,525   227,829   213,668
    Accumulated other comprehensive income (894)   (1,014)   (156)
    Unearned compensation (7,065)   (6,731)   (7,708)
    Cost of shares in treasury:          
        September 11, 1999 - 3,120,928 shares          
        January 2, 1999 - 3,067,177 shares          
        September 12, 1998 - 1,829,147 shares (37,704)
  (37,153)
  (24,601)
           
TOTAL STOCKHOLDERS' EQUITY 312,473
  300,320
  296,329
           
TOTAL LIABILITIES AND          
    STOCKHOLDERS' EQUITY $574,277
  $521,478
  $521,069




(   ) - 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 11, September 12, September 11, September 12,
  1999
  1998
  1999
  1998
               
NET SALES AND OTHER              
    OPERATING INCOME $170,482   $164,486   $438,119   $455,002
               
Cost of products sold 119,025
  112,766
  308,314
  309,653
GROSS MARGIN 51,457   51,720   129,805   145,349
               
Selling and administrative expenses 31,741
  33,324
  103,493
  100,384
OPERATING INCOME 19,716   18,396   26,312   44,965
               
OTHER EXPENSES (INCOME):              
    Interest expense 2,507   2,231   7,338   5,953
    Interest income (55)   (92)   (506)   (622)
    Other - net (9)
  (27)
  872
  27
  2,443
  2,166
  7,704
  5,358
               
EARNINGS BEFORE              
    INCOME TAXES 17,273   16,230   18,608   39,607
               
Income taxes 5,752
  5,399
  6,196
  13,233
               
NET EARNINGS $  11,521
  $  10,831
  $  12,412
  $  26,374
               
EARNINGS PER SHARE:              
    Basic $       .29
  $       .26
  $       .31
  $       .63
    Diluted $       .28
  $       .25
  $       .30
  $       .61
               
CASH DIVIDENDS PER SHARE $   .0300
  $   .0275
  $   .0900
  $   .0825
               
SHARES USED FOR NET EARNINGS              
    PER SHARE COMPUTATION:              
        Basic 40,364,820
  42,069,486
  40,215,686
  42,039,921
        Diluted 41,669,724
  43,346,374
  41,451,064
  43,581,795




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 11,   September 12,
  1999
  1998
       
OPERATING ACTIVITIES      
    Net earnings $12,412   $26,374
    Depreciation, amortization and other non-cash items 4,562   2,746
    Unearned compensation 1,996   1,809
    Russian restructuring charge 14,000    
    Changes in operating assets and liabilities:      
        Accounts receivable (31,615)   (21,034)
        Inventories (29,834)   (33,700)
        Other current assets 4,587   5,812
        Accounts payable and other accrued liabilities 8,009
  (10,209)
       
NET CASH USED IN OPERATING ACTIVITIES       (15,883)   (28,202)
       
FINANCING ACTIVITIES      
    Proceeds from long-term borrowings 60,004   85,429
    Payments of long-term borrowings (20,558)   (21,771)
    Proceeds from short-term borrowings 1,080   11,734
    Payments of short-term borrowings (7,126)   (7,089)
    Cash dividends (3,716)   (3,500)
    Purchase of common stock for treasury (551)   (10,432)
    Proceeds from shares issued under employee stock plans 1,892
  (259)
       
NET CASH PROVIDED BY FINANCING ACTIVITIES       31,025   54,112
       
INVESTING ACTIVITIES      
    Additions to property, plant and equipment (14,545)   (21,788)
    Net increase in notes receivable     (282)
    Other 839
  (755)
       
NET CASH USED IN INVESTING ACTIVITIES       (13,706)
  (22,825)
       
INCREASE IN CASH AND CASH EQUIVALENTS 1,436   3,085
Cash and cash equivalents at beginning of the year 6,203
  5,768
       
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $  7,639
  $  8,853


(   ) - 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 11, 1999 and September 12, 1998

NOTE A - 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 solely of normal recurring accruals) considered necessary for fair presentation have been included. 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 2, 1999. Certain amounts previously reported in 1998 have been reclassified to conform with the presentation used in 1999.

NOTE B - 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.

NOTE C - Restructuring Charge

As a result of the continued deterioration in Russian economic and political conditions, the Company approved a plan in the second quarter of 1999 to close its Russian wholesale footwear business. In connection with the closure, the Company recorded a non-recurring, non-cash pre-tax charge to earnings of $14.0 million, of which $6.9 million is reflected in a write-down in cost of goods sold for inventory, $6.6 million is reflected in selling and administrative expenses for goodwill, bad debt, severance, and other restructuring expenses, and $0.5 million is reflected in other expense for the disposal of fixed assets. The $14.0 million pre-tax restructuring charge resulted in a reduction of net earnings of $0.23 per share after-tax for the twenty-four weeks ended June 19, 1999. As of September 11, 1999, $7.0 million has been charged against the restructuring reserve. The Company expects to complete the liquidation and exit the business by the end of 1999.

NOTE D - 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:

  Quarter Ended
  36-Weeks Ended
  Sept 11,   Sept 12,   Sept 11,   Sept 12,
  1999
  1998
  1999
  1998
Weighted average shares outstanding 41,256,523   42,777,021   41,079,790   42,754,646
Adjustment for nonvested common stock (891,703)
  (707,535)
  (864,104)
  (714,725)
Denominator for basic earnings per share 40,364,820   42,069,486   40,215,686   42,039,921
Effect of dilutive stock options 413,201   569,353   371,274   827,149
Adjustment for nonvested common stock 891,703
  707,535
  864,104
  714,725
Denominator for diluted earnings per share 41,669,724
  43,346,374
  41,451,064
  43,581,795

NOTE E - Comprehensive Income

Total comprehensive income totaled $11,831,000 and $12,532,000 for the third quarter and 36-week period of 1999, respectively. Total comprehensive income was $10,775,000 and $26,286,000, for the third quarter and 36-week period of 1998, respectively. In addition to net earnings, comprehensive income included foreign currency translation gains of $310,000 and $120,000 for the third quarter and 36-week period of 1999, respectively, and losses of $56,000 and $88,000 for the third quarter and 36-week period of 1998, respectively.


7


WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 11, 1999 and September 12, 1998

NOTE F - 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, tannery and pigskin procurement operations. The Company operated 58 domestic retail stores at September 11, 1999 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 segmentation since the year ended January 2, 1999.

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

 

Branded
Footwear


Other
Businesses



Corporate



Consolidated


 

Quarter ended September 11, 1999


Net sales and other operating income

 

 

 

 

 

from external customers

$154,028

$16,454

  

$170,482

Intersegment sales

4,898

1,384

  

 6,282

Earnings before income taxes

14,785

1,517

$971

 17,273

 

 

 

 

 

 

36 weeks ended September 11, 1999


Net sales and other operating income

 

 

 

 

 

from external customers

$390,055

$48,064

  

$438,119

Intersegment sales

11,089

3,870

  

 14,959

Earnings before income taxes

13,631

4,348

$629

 18,608

 

 

 

 

 

 

 

 

 

 

 

Quarter ended September 12, 1998


Net sales and other operating income

 

 

 

 

 

from external customers

$149,740

$14,746

  

$164,486

Intersegment sales

5,030

2,307

  

 7,337

Earnings before income taxes

14,288

 558

$1,383

 16,230

 

 

 

 

 

 

36 weeks ended September 12, 1998


Net sales and other operating income

 

 

 

 

 

from external customers

$406,211

$48,791

  

$455,002

Intersegment sales

13,569

6,394

  

19,963

Earnings before income taxes

34,043

3,942

$1,622

 39,607




8


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.

  WOLVERINE WORLD WIDE, INC.
  AND SUBSIDIARIES
 
 
 
November 2, 1999           /s/ Stephen L. Gulis, Jr.
Date Stephen L. Gulis, Jr.
  Executive Vice President, Chief Financial Officer and
      Treasurer
  (Principal Financial Officer and Duly Authorized Signatory
      for Registrant)








9


EXHIBIT INDEX


Exhibit  
Number Document
 
3.1 Certificate of Incorporation, as amended. Previously filed as Exhibit 3.1 to the Company's Quarterly Report on 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. Previously filed.