Wolverine World Wide - 10-Q quarterly report FY

[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

                                  (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.

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Thousands of dollars)

See notes to consolidated condensed financial statements

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS - Continued

(Thousands of dollars)

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

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS
OF OPERATIONS

(Thousands of dollars, except shares and per share data)
(Unaudited)

See notes to consolidated condensed financial statements

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Thousands of dollars)
(Unaudited)

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

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
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):

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):

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.

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:

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.

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):

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

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.

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

PART II. OTHER INFORMATION

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

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

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.