Notes to Consolidated Condensed Financial Statements
Quarters Ended
March 31, 2018
and
April 1, 2017
(Unaudited)
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1.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Nature of Operations
Wolverine World Wide, Inc. (the “Company”) is a leading designer, marketer and licensor of a broad range of quality casual footwear and apparel; performance outdoor and athletic footwear and apparel; children’s footwear; industrial work shoes, boots and apparel; and uniform shoes and boots. The Company’s portfolio of owned and licensed brands includes:
Bates
®
,
Cat
®
,
Chaco
®
,
Harley-Davidson
®
,
Hush Puppies
®
,
HyTest
®
,
Keds
®
, Merrell
®
,
Saucony
®
, Sperry
®
, Stride Rite
®
and
Wolverine
®
. Licensing and distribution arrangements with third parties extend the global reach of the Company’s brand portfolio. The Company also operates a consumer-direct division to market both its own brands and branded footwear and apparel from other manufacturers, as well as a leathers division that markets
Wolverine Performance Leathers™
.
Basis of Presentation
The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP 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 fiscal
2017
Form 10-K.
As described in Note 2, the Company adopted Accounting Standards Updates (“ASU”) 2017-07 at the beginning of the first quarter of fiscal 2018. As part of the adoption, the prior period non-service cost components of pension expense have been reclassified to other expense to conform with the new presentation. In addition, as described in Note 15, the Company realigned certain components within its operating segments. All prior period disclosures have been restated to reflect the new reportable operating segments.
Fiscal Year
The Company’s fiscal year is the 52 or 53-week period that ends on the Saturday nearest to December 31. Fiscal years
2018
and
2017
both have
52
weeks. The Company reports its quarterly results of operations on the basis of 13-week quarters for each of the first three fiscal quarters and a 13 or 14-week period for the fiscal fourth quarter.
Revenue Recognition
Effective December 31, 2017, the Company adopted ASU 2014-09,
Revenue from Contracts with Customers
, using the modified retrospective method. Under the modified retrospective method, the impact of applying the standard is recognized as a cumulative effect on retained earnings. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows as of the adoption date or for the three months ended March 31, 2018. Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. For additional information, refer to Note 6.
Cost of Goods Sold
Cost of goods sold includes the actual product costs, including inbound freight charges and certain outbound freight charges, purchasing, sourcing, inspection and receiving costs. Warehousing costs are included in selling, general and administrative expenses.
Seasonality
The Company’s business is subject to seasonal influences that can cause significant differences in revenue, earnings and cash flows from quarter to quarter; however, the differences have followed a consistent pattern in recent years.
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2.
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NEW ACCOUNTING STANDARDS
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The Financial Accounting Standards Board (“FASB”) issued the following ASUs that have been adopted by the Company during fiscal
2018
. The following is a summary of the effect of adoption of these new standards.
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Standard
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Description
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Effect on the Financial Statements or Other Significant Matters
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ASU 2014-09,
Revenue from Contracts with Customers
(as amended by ASUs 2015-04, 2016-08, 2016-10, 2016-12 and 2017-10)
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|
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also amends the required disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
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The Company adopted the new revenue standard using the modified retrospective method at the beginning of the first quarter. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows as of the adoption date or for the three months ended March 31, 2018. See Note 6 for the impact of the adoption of this standard, as well as additional disclosures around the Company’s revenue from contracts with customers.
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ASU 2016-01,
Recognition and Measurement of Financial Assets and Financial Liabilities
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|
Enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information. This ASU addresses certain aspects of recognition, measurement, presentation and disclosure of financial statements.
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The adoption of the new standard in fiscal 2018 did not have, nor does the Company believe it will have, a material impact on the accounting for its financial assets and financial liabilities.
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ASU 2017-07,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
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|
Sponsors of benefit plans would be required to present service cost in the same line item or items as other current employee compensation costs, and present the remaining components of net benefit cost in one or more separate line items outside of income from operations, while also limiting the components of net benefit cost eligible to be capitalized to service cost.
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The Company now presents non-service pension costs as a component of Other expense (income), net. Non-services costs of $1.9 million for the quarter ended April 1, 2017 have been retrospectively adjusted to Other expense (income) to conform with the new presentation.
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ASU 2017-12,
Targeted Improvements to Accounting for Hedging Activities
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|
Seeks to improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities and to reduce the complexity of and simplify the application of hedge accounting. This ASU eliminates the requirement to separately measure and report hedge ineffectiveness.
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The Company reclassified $0.2 million of unrecognized losses related to its cross currency swap from accumulated other comprehensive income to retained earnings. This reclassification was effective as of the beginning of fiscal 2018.
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ASU 2018-02,
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
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|
Allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Adoption of this ASU will eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users.
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The Company reclassified $7.9 million of stranded tax effects resulting from the Tax Cuts and Jobs Act related to its cross currency swap and unamortized actuarial losses related to its pension plans from accumulated other comprehensive income to retained earnings. This reclassification was effective as of the beginning of fiscal 2018.
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The FASB has issued the following ASUs that have not yet been adopted by the Company. The following is a summary of the planned adoption period and anticipated impact of adopting these new standards.
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Standard
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Description
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Planned Period of Adoption
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Effect on the Financial Statements or Other Significant Matters
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ASU 2016-02,
Leases
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The core principle is that a lessee shall recognize a lease asset and lease liability in its statement of financial position. A lessee should recognize a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term.
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Q1 2019
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The Company is evaluating the impacts of the new standard on its existing leases.
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ASU 2016-13,
Measurement of Credit Losses on Financial Instruments
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Seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date by replacing the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates.
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Q1 2020
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The Company is evaluating the impacts of the new standard on its existing financial instruments, including trade receivables.
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The Company calculates earnings per share in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260,
Earnings Per Share
(“ASC 260”). ASC 260 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. Under the guidance in ASC 260, the Company’s unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and must be included in the computation of earnings per share pursuant to the two-class method.
The following table sets forth the computation of basic and diluted earnings per share.
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Quarter Ended
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(In millions, except per share data)
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March 31, 2018
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April 1, 2017
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Numerator:
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Net earnings attributable to Wolverine World Wide, Inc.
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$
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46.7
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$
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16.7
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|
Adjustment for earnings allocated to non-vested restricted common stock
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(0.9
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)
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|
(0.4
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)
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Net earnings used in calculating basic and diluted earnings per share
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$
|
45.8
|
|
|
$
|
16.3
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Denominator:
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Weighted average shares outstanding
|
95.7
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|
97.0
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|
Adjustment for non-vested restricted common stock
|
(2.0
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)
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(2.5
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)
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Shares used in calculating basic earnings per share
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93.7
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94.5
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Effect of dilutive stock options
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1.9
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1.5
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Shares used in calculating diluted earnings per share
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95.6
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96.0
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Net earnings per share:
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Basic
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$
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0.49
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$
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0.17
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Diluted
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$
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0.48
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$
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0.17
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For the quarters ended
March 31, 2018
and
April 1, 2017
, options relating to
101,321
and
1,872,281
shares of common stock outstanding, respectively, have not been included in the denominator for the computation of diluted earnings per share because they were anti-dilutive.
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4.
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GOODWILL AND INDEFINITE-LIVED INTANGIBLES
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The changes in the carrying amount of goodwill and indefinite-lived intangibles are as follows:
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(In millions)
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Goodwill
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Indefinite-lived
intangibles
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Total
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Balance at December 31, 2016
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$
|
424.3
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|
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$
|
678.5
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|
|
$
|
1,102.8
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|
Foreign currency translation effects
|
0.8
|
|
|
—
|
|
|
0.8
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|
Balance at April 1, 2017
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$
|
425.1
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|
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$
|
678.5
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|
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$
|
1,103.6
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|
|
|
|
|
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Balance at December 30, 2017
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$
|
429.8
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|
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$
|
604.5
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|
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$
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1,034.3
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|
Foreign currency translation effects
|
(0.5
|
)
|
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—
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|
|
(0.5
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)
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Balance at March 31, 2018
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$
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429.3
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$
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604.5
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$
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1,033.8
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In the fourth quarter of fiscal 2017, as a result of its annual impairment testing, the Company recognized a $
68.6 million
impairment charge for the
Sperry
®
trade name. If the operating results for
Sperry
®
were to decline in future periods, the Company may need to record an additional non-cash impairment charge. The carrying value of the Company’s
Sperry
®
trade name indefinite-lived intangible asset was $
518.2 million
as of
March 31, 2018
.
The Company has an agreement with a financial institution to sell selected trade accounts receivable on a recurring, nonrecourse basis that expires in the fourth quarter of fiscal 2018. Under the agreement, up to $
150.0 million
of accounts receivable may be sold to the financial institution and remain outstanding at any point in time. After the sale, the Company does not retain any interests in the accounts receivable and removes them from its consolidated condensed balance sheet, but continues to service and collect the outstanding accounts receivable on behalf of the financial institution. The Company recognizes a servicing asset or servicing liability, initially measured at fair value, each time it undertakes an obligation to service the accounts receivable under the agreement. The fair value of this obligation resulted in a nominal servicing liability for all periods presented. For receivables sold under the agreement,
90
% of the stated amount is paid for in cash to the Company at the time of sale, with the remainder paid to the Company at the completion of the collection process. The following is a summary of the stated amount of accounts receivable that was sold as well as fees charged by the financial institution.
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Quarter Ended
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(In millions)
|
March 31, 2018
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|
April 1, 2017
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Accounts receivable sold
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$
|
112.6
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$
|
149.6
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Fees charged
|
0.5
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|
0.5
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|
The fees charged are recorded in other expense. Net proceeds of this program are classified in operating activities in the consolidated condensed statements of cash flows. This program reduced the Company's accounts receivable by $
71.0 million
, $
70.1 million
and $
89.6 million
as of
March 31, 2018
,
December 30, 2017
and
April 1, 2017
, respectively.
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6.
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REVENUE FROM CONTRACTS WITH CUSTOMERS
|
Adoption of ASC Topic 606, "Revenue from Contracts with Customers"
The Company has adopted ASU 2014-09,
Revenue from Contracts with Customers
, using the modified retrospective method applied to all contracts as of the date of application. The Company elected the practical expedient to not adjust customer consideration for the effects of a financing component given, at contract inception, the Company’s customers are expected to pay for goods in one year or less. The Company also elected the practical expedient to expense costs associated with obtaining customer contracts given the associated performance obligation is less than one year. The Company has elected the practical expedient to treat shipping and handling activities that occur after control of the good transfers to the customer as fulfillment activities.
Revenue Recognition and Performance Obligations
Revenue is recognized upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration to be received in exchange for those goods or services. The Company identifies the performance obligation in the contract, determines the transaction price, allocates the transaction price to the performance obligations, and recognizes revenue upon completion of the performance obligation. Revenue is recognized net of variable consideration and any taxes collected from customers, which are subsequently remitted to governmental authorities.
Control of the Company's goods and services, and associated fixed revenue, are transferred to customers at a point in time. The Company’s contract revenue consist of wholesale revenue and consumer-direct revenue. Wholesale revenue is recognized for products sourced by the Company when control transfers to the customer generally occurring upon the purchase, shipment or delivery of branded products by or to the customer. Consumer-direct includes eCommerce revenue that is recognized for products sourced by the Company when control transfers to the customer once the related goods have been shipped and retail store revenue recognized at time of sale. The point of purchase or shipment was evaluated to best represent when control transfers based on the Company’s right of payment for the goods, the customer’s legal title to the asset, the transfer of physical possession and the customer has the risks and rewards of the goods.
The Company holds agreements to license symbolic intellectual property with minimum guarantees or fixed consideration. The Company recognizes the fixed consideration using time as an appropriate measure of progress and recognizes royalties only when cumulative royalties exceed the minimum guarantee. The Company believes time is the appropriate measure of progress and best represents a faithful depiction of the transfer of goods under the contract. The Company has $
52.2 million
of remaining fixed transaction price under its license agreements as of March 31, 2018. The Company expects to recognize the fixed amount per the terms of its contracts over the course of time through
December
2024
. The Company has elected to omit the remaining variable consideration under its license agreements given the Company recognizes revenue equal to what it has the right to invoice and that amount corresponds directly with the value to the customer of the Company’s performance to date.
The Company provides disaggregated revenue by sales channel including the wholesale and consumer-direct sales channels reconciled to the Company’s reportable operating segments. The wholesale channel includes royalty revenues given the similarity in the Company’s oversight and management, customer base, the performance obligation (footwear and apparel goods) and point in time completion of the performance obligation.
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Quarter Ended March 31, 2018
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Quarter Ended April 1, 2017
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(In millions)
|
Wholesale
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Consumer-Direct
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Total
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Wholesale
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Consumer-Direct
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Total
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Wolverine Outdoor & Lifestyle Group
|
$
|
201.8
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$
|
21.0
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$
|
222.8
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|
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$
|
208.5
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$
|
22.9
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$
|
231.4
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|
Wolverine Boston Group
|
194.2
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|
|
24.8
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|
|
219.0
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|
213.0
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|
|
51.0
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|
|
264.0
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|
Wolverine Heritage Group
|
69.7
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|
|
3.4
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|
|
73.1
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|
|
73.4
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|
2.3
|
|
|
75.7
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|
Other
|
17.8
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|
1.4
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|
19.2
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|
14.7
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|
|
5.5
|
|
|
20.2
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Total
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$
|
483.5
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|
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$
|
50.6
|
|
|
$
|
534.1
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|
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$
|
509.6
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|
|
$
|
81.7
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|
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$
|
591.3
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Reserves for Variable Consideration
Revenue is recorded at the net sales price (“transaction price”), which includes estimates of variable consideration for which reserves are established. Components of variable consideration include trade discounts and allowances, product returns, customer markdowns, customer rebates and other sales incentives relating to the sale of the Company’s products. These reserves, as detailed below, are based on the amounts earned, or to be claimed on the related sales. These estimates take into consideration a range of possible outcomes which are probability-weighted in accordance with the expected value method for relevant factors such as current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the respective underlying contracts. Revenue recognized during the quarter ended March 31, 2018 related to the Company’s contract liabilities was nominal.
The Company’s contract balances are as follows:
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(In millions)
|
March 31, 2018
|
|
December 30, 2017
|
Contract balances:
|
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|
Product returns reserve
|
$
|
13.3
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|
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$
|
12.6
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Customer rebates liability
|
10.6
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|
|
10.4
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|
Customer markdowns reserve
|
6.3
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|
|
6.4
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Other sales incentives reserves
|
4.2
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|
|
3.3
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Customer advances liability
|
5.4
|
|
|
6.7
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|
The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future period. Actual amounts of consideration ultimately received may differ from initial estimates. If actual results in the future vary from initial estimates, the Company subsequently adjusts these estimates, which would affect net revenue and earnings in the period such variances become known.
Trade Discounts and Allowances
The Company provides customers with discounts which include trade discounts and allowances that are explicitly stated in contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized.
Product Returns
Consistent with industry practice, the Company offers limited product return rights for damaged or other return scenarios. The Company estimates the amount of product sales that may be returned by customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized, and a reduction to trade receivables, net on the consolidated condensed balance sheet. The Company believes there is sufficient current and historical information to record an estimate of the expected value of product returns although actual returns could differ from recorded amounts.
Rebates
The Company accrues for customer rebates related to customers who purchase required volumes or meet other criteria. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and an establishment of a current liability on the consolidated condensed balance sheet.
Markdowns
Chargebacks represent the estimated reserve resulting from commitments to sell products to the Company’s customers at prices lower than the list prices charged to customers who directly purchase the product from the Company. Customers charge the Company for the difference between what they pay for the product and the ultimate selling price to the end consumer. The reserve is established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and a reduction to trade receivables, net on the consolidated condensed balance sheet.
Other Sales Incentives
The Company accrues for other customer allowances for certain customers that purchase required volumes or meet other criteria. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and a reduction to trade receivables, net on the consolidated condensed balance sheet depending on the nature of the item.
Customer Advances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable (contract assets), and customer advances (contract liabilities) on the consolidated condensed balance sheet. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receives advances from customers, before revenue is recognized, resulting in contract liabilities.
Total debt consists of the following obligations:
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(In millions)
|
March 31,
2018
|
|
December 30,
2017
|
|
April 1,
2017
|
Term Loan A, due July 13, 2020
|
$
|
426.9
|
|
|
$
|
538.1
|
|
|
$
|
568.1
|
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Senior Notes, 5.000% interest, due September 1, 2026
|
250.0
|
|
|
250.0
|
|
|
250.0
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Borrowings under revolving credit agreements and other short-term notes
|
0.8
|
|
|
0.5
|
|
|
2.4
|
|
Capital lease obligation
|
0.4
|
|
|
0.5
|
|
|
0.5
|
|
Unamortized debt issuance costs
|
(5.8
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)
|
|
(6.5
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)
|
|
(7.9
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)
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Total debt
|
$
|
672.3
|
|
|
$
|
782.6
|
|
|
$
|
813.1
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On September 15, 2016, the Company amended its credit agreement (as amended, the "Credit Agreement"). The Credit Agreement provided a $
588.8 million
term loan facility (“Term Loan A”) and a $
600.0 million
revolving credit facility (the “Revolving Credit Facility”), both with maturity dates of July 13, 2020. The Credit Agreement’s debt capacity is limited to an aggregate debt amount (including outstanding term loan principal and revolver commitment amounts in addition to permitted incremental debt) not to exceed $
1,750.0 million
, unless certain specified conditions set forth in the Credit Agreement are met. Term Loan A requires quarterly principal payments with a balloon payment due on July 13, 2020. The scheduled principal payments due over the next 12 months total $
41.2 million
as of
March 31, 2018
and are recorded as current maturities of long-term debt on the consolidated condensed balance sheet.
The Revolving Credit Facility allows the Company to borrow up to an aggregate amount of
$600.0 million
, which includes a $
200.0 million
foreign currency subfacility under which borrowings may be made, subject to certain conditions, in Canadian dollars, British pounds, euros, Hong Kong dollars, Swedish kronor, Swiss francs and such additional currencies as are determined in accordance with the Credit Agreement. The Revolving Credit Facility also includes a
$50.0 million
swingline subfacility and a
$50.0 million
letter of credit subfacility. The Company had outstanding letters of credit under the Revolving Credit Facility of $
2.5 million
as of
March 31, 2018
,
December 30, 2017
and
April 1, 2017
, respectively. These outstanding letters of credit reduce the borrowing capacity under the Revolving Credit Facility.
The interest rates applicable to amounts outstanding under Term Loan A and to U.S. dollar denominated amounts outstanding under the Revolving Credit Facility will be, at the Company’s option, either (1) the Alternate Base Rate plus an Applicable Margin as determined by the Company’s Consolidated Leverage Ratio, within a range of
0.25%
to
1.00%
, or (2) the Eurocurrency Rate plus an Applicable Margin as determined by the Company’s Consolidated Leverage Ratio, within a range of
1.25%
to
2.00%
(all capitalized terms used in this sentence are as defined in the Credit Agreement). The Company has an interest rate swap arrangement that reduces the Company’s exposure to fluctuations in interest rates on its variable rate debt. At
March 31, 2018
, Term Loan A had a weighted-average interest rate of
3.47
%.
The obligations of the Company pursuant to the Credit Agreement are guaranteed by substantially all of the Company’s material domestic subsidiaries and secured by substantially all of the personal and real property of the Company and its material domestic subsidiaries, subject to certain exceptions.
The Credit Agreement also contains certain affirmative and negative covenants, including covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things: incur or guarantee indebtedness; incur liens; pay dividends or repurchase stock; enter into transactions with affiliates; consummate asset sales, acquisitions or mergers; prepay certain other indebtedness; or make investments, as well as covenants restricting the activities of certain foreign subsidiaries of the Company that hold intellectual property related assets. Further, the Credit Agreement requires compliance with the following financial covenants: a maximum Consolidated Leverage Ratio; a maximum Consolidated Secured Leverage Ratio; and a minimum Consolidated Interest Coverage Ratio (all capitalized terms used in this paragraph are as defined in the Credit Agreement). As of
March 31, 2018
, the Company was in compliance with all covenants and performance ratios under the Credit Agreement.
The Company has $
250.0 million
of senior notes outstanding that are due on September 1, 2026 (the “Senior Notes”). The Senior Notes bear interest at
5.00%
with the related interest payments due semi-annually. The Senior Notes are guaranteed by substantially all of the Company’s domestic subsidiaries.
The Company has a foreign revolving credit facility with aggregate available borrowings of $
4.0 million
that are uncommitted and, therefore, each borrowing against the facility is subject to approval by the lender. Borrowings against this facility were $
0.8 million
, $
0.5 million
and $
1.9 million
as of
March 31, 2018
,
December 30, 2017
and
April 1, 2017
, respectively.
The Company has a capital lease obligation with payments scheduled to continue through February 2022.
The Company included in interest expense the amortization of deferred financing costs of $
1.0 million
and
$0.7 million
for the quarters ended
March 31, 2018
and
April 1, 2017
, respectively.
|
|
8.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
The Company follows FASB ASC Topic 815,
Derivatives and Hedging
("ASC 815"), which is intended to improve transparency in financial reporting and requires that all derivative instruments be recorded on the consolidated condensed balance sheets at fair value by establishing criteria for designation and effectiveness of hedging relationships. The Company does not hold or issue financial instruments for trading purposes.
The Company utilizes foreign currency forward exchange contracts to manage the volatility associated primarily with U.S. dollar inventory purchases made by non-U.S. wholesale operations in the normal course of business. These foreign currency forward exchange hedge contracts extend out to a maximum of
545
days,
356
days and
362
days, as of
March 31, 2018
,
December 30, 2017
and
April 1, 2017
, respectively. The Company also utilizes foreign currency forward exchange contracts that are not designated as hedging instruments to manage foreign currency translation exposure. Foreign currency derivatives not designated as hedging instruments are offset by foreign exchange gains or losses resulting from the underlying exposures of foreign currency denominated assets and liabilities.
The Company has an interest rate swap arrangement, which unless otherwise terminated, will mature on
July 13, 2020
. This agreement, which exchanges floating rate for fixed rate interest payments over the life of the agreement without the exchange of the underlying notional amounts, has been designated as a cash flow hedge of the debt. The notional amount of the interest rate swap arrangement is used to measure interest to be paid or received and do not represent the amount of exposure to credit loss.
The Company has a cross currency swap to minimize the impact of exchange rate fluctuations. The hedging instrument, which, unless otherwise terminated, will mature on
September 1, 2021
, has been designated as a hedge of a net investment in a foreign operation. The Company will pay
2.75
% on the euro-denominated notional amount and receive
5.00
% on the U.S. dollar notional amount, with an exchange of principal at maturity. Changes in fair value related to movements in the foreign currency exchange spot rate are recorded in accumulated other comprehensive income (loss) (“AOCI”), offsetting the currency translation adjustment related to the underlying net investment that is also recorded in AOCI. All other changes in fair value are recorded in interest expense.
The notional amounts of the Company’s derivative instruments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
March 31, 2018
|
|
December 30, 2017
|
|
April 1, 2017
|
Foreign exchange contracts:
|
|
|
|
|
|
Hedge contracts
|
$
|
198.9
|
|
|
$
|
162.7
|
|
|
$
|
164.6
|
|
Non-hedge contracts
|
5.5
|
|
|
—
|
|
|
—
|
|
Interest rate swaps
|
442.0
|
|
|
446.9
|
|
|
494.6
|
|
Cross currency swap
|
106.4
|
|
|
106.4
|
|
|
106.4
|
|
The recorded fair values of the Company’s derivative instruments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
March 31, 2018
|
|
December 30, 2017
|
|
April 1, 2017
|
Financial assets:
|
|
|
|
|
|
Foreign exchange contracts - hedge
|
$
|
0.9
|
|
|
$
|
0.3
|
|
|
$
|
3.2
|
|
Interest rate swaps
|
2.3
|
|
|
—
|
|
|
0.3
|
|
Financial liabilities:
|
|
|
|
|
|
Foreign exchange contracts - hedge
|
$
|
(3.1
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(0.5
|
)
|
Interest rate swaps
|
—
|
|
|
(0.3
|
)
|
|
(3.7
|
)
|
Cross currency swap
|
(19.0
|
)
|
|
(13.8
|
)
|
|
(0.7
|
)
|
Hedge effectiveness on the foreign exchange contracts is evaluated by the hypothetical derivative method. Any hedge ineffectiveness is reported within the cost of goods sold line item in the consolidated condensed statements of operations. Hedge ineffectiveness was not material to the Company’s consolidated condensed financial statements for the quarters ended
March 31, 2018
and
April 1, 2017
. 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 AOCI within stockholders’ equity.
The differential paid or received on the interest rate swap arrangements is recognized as interest expense. In accordance with ASC 815, the Company has formally documented the relationship between the interest rate swaps and the variable rate borrowings, as well as its risk management objective and strategy for undertaking the hedge transaction. This process included linking the derivative to the specific liability or asset on the balance sheet. The Company also assessed at the hedges’ inception, and continues to assess on an ongoing basis, whether the derivatives used in the hedging transaction are highly effective in offsetting changes in the cash flows of the hedged item. The effective portion of unrealized gains (losses) is deferred as a component of AOCI and will be recognized in earnings at the time the hedged item affects earnings. Any ineffective portion of the change in fair value will be immediately recognized as a component of interest expense. Hedge ineffectiveness was not material to the Company’s consolidated condensed financial statements for the quarters ended
March 31, 2018
and
April 1, 2017
.
Hedge effectiveness on the cross currency swap is assessed using the spot method. In accordance with ASC 815, the Company has formally documented the relationship between the cross currency swap and the Company’s investment in its euro-denominated subsidiary, as well as its risk management objective and strategy for undertaking the hedge transaction. This process included linking the derivative to its net investment on the balance sheet. The Company also assessed at the hedges’ inception, and continues to assess on an ongoing basis, whether the derivative used in the hedging transaction is highly effective in offsetting changes in expected cash flows of the hedged item. The effective portion of unrealized gains (losses) is deferred as a component of AOCI and will be recognized in earnings at the time the hedged item affects earnings. Any ineffective portion of the change in fair value will be immediately recognized as a component of interest expense. The Company's cross currency swap has remained effective since inception throughout the quarter ending
March 31, 2018
.
|
|
9.
|
STOCK-BASED COMPENSATION
|
The Company accounts for stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718,
Compensation – Stock Compensation
. The Company recognized compensation expense of $
7.9 million
and $
7.7 million
and related income tax benefits of $
1.6 million
and $
2.6 million
for grants under its stock-based compensation plans for the quarters ended
March 31, 2018
and
April 1, 2017
, respectively.
The Company grants restricted stock or units (“restricted awards”), performance-based restricted stock or units (“performance awards”) and stock options under its stock-based compensation plans.
During the
quarter ended March 31, 2018
, the Company issued
502,775
restricted awards at a weighted average grant date fair value of
$31.87
per award. During the
quarter ended April 1, 2017
, the Company issued
730,081
restricted awards at a weighted average grant date fair value of $
22.92
per award.
During the
quarter ended March 31, 2018
, the Company issued
335,315
performance awards at a weighted average grant date fair value of
$31.85
per award. During the
quarter ended April 1, 2017
, the Company issued
488,918
performance awards at a weighted average grant date fair value of $
25.02
per award.
The following is a summary of net pension and Supplemental Executive Retirement Plan (“SERP”) expense recognized by the Company.
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
(In millions)
|
March 31,
2018
|
|
April 1,
2017
|
Service cost pertaining to benefits earned during the period
|
$
|
1.6
|
|
|
$
|
1.8
|
|
Interest cost on projected benefit obligations
|
4.1
|
|
|
4.4
|
|
Expected return on pension assets
|
(5.0
|
)
|
|
(4.9
|
)
|
Net amortization loss
|
0.8
|
|
|
2.4
|
|
Net pension expense
|
$
|
1.5
|
|
|
$
|
3.7
|
|
The non-service cost components of net pension expense is recorded in the
Other expense (income), net
line item on the consolidated condensed financial statements.
The Company maintains management and operational activities in overseas subsidiaries, and its foreign earnings are taxed at rates that are different than the U.S. federal statutory income tax rate. A significant amount of the Company’s earnings are generated by its Canadian, European and Asian subsidiaries and, to a lesser extent, in jurisdictions that are not subject to income tax.
On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted which significantly changes U.S. corporate income tax laws by, among other things, reducing the U.S. corporate income tax rate to
21
% starting in 2018 and creating a territorial tax system with a one-time mandatory tax on previously deferred foreign earnings of U.S. subsidiaries. The amounts recorded in fiscal 2017 due to the enactment of the TCJA continue to be the Company's best estimate based on the current information and guidance available at this time, and represent provisional estimates of the transition tax, remeasurement of deferred tax accounts and deferred tax liability on future dividends associated with the TCJA, and as allowed under SAB 118, will be finalized on or before the due date of the U.S. corporate tax return in October 2018.
As a result of the TCJA, the Company now intends to repatriate cash held in foreign jurisdictions and has recorded a deferred tax liability related to estimated state taxes and foreign withholding taxes on the future dividends received in the U.S. from the foreign subsidiaries. The Company intends to permanently reinvest all non-cash undistributed earnings outside of the U.S. However, if these non-cash undistributed earnings were repatriated, the Company would be required to accrue and pay applicable U.S. taxes and withholding taxes payable to various countries. It is not practicable to estimate the amount of the deferred tax liability associated with these non-cash unremitted earnings due to the complexity of the hypothetical calculation.
The Company’s effective tax rates for the quarters ended
March 31, 2018
and
April 1, 2017
were
15.1
% and
20.7
%, respectively. The lower effective tax rate in the current year period reflects a reduction in U.S. income tax expense due to a lower U.S. corporate tax rate following enactment of the TCJA and favorable discrete items.
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 condensed financial statements.
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
2013
in the majority of tax jurisdictions.
|
|
12.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
AOCI represents net earnings and any revenue, expenses, gains and losses that, under U.S. GAAP, are excluded from net earnings and recognized directly as a component of stockholders’ equity.
The change in AOCI during the quarters ended
March 31, 2018
and
April 1, 2017
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Foreign
currency
translation
adjustments
|
|
Derivatives
|
|
Pension
adjustments
|
|
Total
|
Balance of AOCI as of December 31, 2016
|
$
|
(53.5
|
)
|
|
$
|
2.8
|
|
|
$
|
(30.4
|
)
|
|
$
|
(81.1
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
2.7
|
|
|
(0.6
|
)
|
|
—
|
|
|
2.1
|
|
Amounts reclassified from AOCI
|
—
|
|
|
(0.7
|
)
|
(2)
|
2.4
|
|
(3)
|
1.7
|
|
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
Net reclassifications
|
—
|
|
|
(0.7
|
)
|
|
1.6
|
|
|
0.9
|
|
Net current-period other comprehensive income (loss)
(1)
|
2.7
|
|
|
(1.3
|
)
|
|
1.6
|
|
|
3.0
|
|
Balance of AOCI as of April 1, 2017
|
$
|
(50.8
|
)
|
|
$
|
1.5
|
|
|
$
|
(28.8
|
)
|
|
$
|
(78.1
|
)
|
|
|
|
|
|
|
|
|
Balance of AOCI as of December 30, 2017
|
$
|
(32.7
|
)
|
|
$
|
(13.9
|
)
|
|
$
|
(28.6
|
)
|
|
$
|
(75.2
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
(0.2
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
(3.4
|
)
|
Amounts reclassified from AOCI
|
—
|
|
|
2.7
|
|
(2)
|
0.8
|
|
(3)
|
3.5
|
|
Income tax expense (benefit)
|
—
|
|
|
(0.8
|
)
|
|
(0.1
|
)
|
|
(0.9
|
)
|
Net reclassifications
|
—
|
|
|
1.9
|
|
|
0.7
|
|
|
2.6
|
|
Net current-period other comprehensive income (loss)
(1)
|
(0.2
|
)
|
|
(1.3
|
)
|
|
0.7
|
|
|
(0.8
|
)
|
Reclassifications to retained earnings
(4)
|
—
|
|
|
(2.1
|
)
|
|
(6.0
|
)
|
|
(8.1
|
)
|
Balance of AOCI as of March 31, 2018
|
$
|
(32.9
|
)
|
|
$
|
(17.3
|
)
|
|
$
|
(33.9
|
)
|
|
$
|
(84.1
|
)
|
|
|
(1)
|
Other comprehensive income (loss) is reported net of taxes and noncontrolling interest.
|
|
|
(2)
|
Amounts related to foreign currency derivatives are included in cost of goods sold. Amounts related to interest rate swaps and the cross currency swap are included in interest expense.
|
|
|
(3)
|
Amounts reclassified are included in the computation of net pension expense.
|
|
|
(4)
|
Amounts reclassified to retained earnings upon adoption of ASU 2017-12 and ASU 2018-02.
|
|
|
13.
|
FAIR VALUE MEASUREMENTS
|
The Company follows FASB ASC Topic 820,
Fair Value Measurements and Disclosures
(“ASC 820”), which provides a consistent definition of fair value, focuses on exit price, prioritizes the use of market-based inputs over entity-specific inputs for measuring fair value and establishes a three-tier hierarchy for fair value measurements. ASC 820 requires fair value measurements to be classified and disclosed in one of the following three categories:
|
|
|
|
Level 1:
|
|
Fair value is measured using quoted prices (unadjusted) in active markets for identical assets and liabilities.
|
|
|
|
Level 2:
|
|
Fair value is measured using either direct or indirect inputs, other than quoted prices included within Level 1, which are observable for similar assets or liabilities.
|
|
|
|
Level 3:
|
|
Fair value is measured using valuation techniques in which one or more significant inputs are unobservable.
|
Recurring Fair Value Measurements
The following table sets forth financial assets and liabilities measured at fair value in the consolidated condensed balance sheets and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
Quoted Prices With Other Observable Inputs (Level 2)
|
(In millions)
|
March 31, 2018
|
|
December 30, 2017
|
|
April 1, 2017
|
Financial assets:
|
|
|
|
|
|
Derivatives
|
$
|
3.2
|
|
|
$
|
0.3
|
|
|
$
|
3.5
|
|
Financial liabilities:
|
|
|
|
|
|
Derivatives
|
$
|
(22.1
|
)
|
|
$
|
(19.1
|
)
|
|
$
|
(4.9
|
)
|
The fair value of foreign currency forward exchange contracts represents the estimated receipts or payments necessary to terminate the contracts. The interest rate swaps are valued based on the current forward rates of the future cash flows. The fair value of the cross currency swap is determined using the current forward rates and changes in the spot rate.
Fair Value Disclosures
The Company’s financial instruments that are not recorded at fair value consist of cash and cash equivalents, accounts and notes receivable, accounts payable, borrowings under revolving credit agreements and other short-term and long-term debt. The carrying amount of these financial instruments is historical cost, which approximates fair value, except for the debt. The carrying value and the fair value of the Company’s debt, excluding capital leases, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
March 31, 2018
|
|
December 30, 2017
|
|
April 1, 2017
|
Carrying value
|
$
|
671.9
|
|
|
$
|
782.1
|
|
|
$
|
812.6
|
|
Fair value
|
681.4
|
|
|
802.5
|
|
|
816.6
|
|
The fair value of the fixed rate debt was based on third-party quotes (Level 2). The fair value of the variable rate debt was calculated by discounting the future cash flows to its present value using a discount rate based on the risk-free rate of the same maturity (Level 3).
|
|
14.
|
LITIGATION AND CONTINGENCIES
|
Litigation
The Company operated a leather tannery in Rockford, Michigan from the early 1900s through 2009 (the “Tannery”). The Company also owns a parcel on House Street in Plainfield township that the Company used for the disposal of Tannery byproducts until about 1970 (the "House Street" site). Beginning in the late 1950s, the Company used 3M Company’s Scotchgard™ in its processing of certain leathers at the Tannery. Until 2002 when 3M changed its Scotchgard™ formula, Tannery byproducts disposed of by the Company at the House Street site and other locations may have contained PFOA and/or PFOS, two chemicals in the family of compounds known as per- and polyfluoroalkyl substances (together, “PFAS”). PFOA and PFOS help provide non-stick, stain-resistant, and water-resistant qualities, and were used for many decades in commercial products like firefighting foams and metal plating, and in common consumer items like food wrappers, microwave popcorn bags, pizza boxes, Teflon™, carpets, and Scotchgard™.
The United States Centers for Disease Control and Prevention has concluded that studies of the health effects of PFOA and PFOS are “inconsistent and inconclusive,” but in May 2016 the Environmental Protection Agency (“EPA”) announced a lifetime health advisory level of 70 parts per trillion ("ppt") combined for PFOA and PFOS. Lifetime health advisories, while not enforceable, serve as guidance and are benchmarks for determining if concentrations of chemicals in tap water from public utilities are safe for public consumption. On January 9, 2018, the Michigan Department of Environmental Quality (“MDEQ”) announced it developed a drinking water criterion of 70 ppt combined for PFOA and PFOS, which sets an official state standard for acceptable concentrations of these contaminants in groundwater used for drinking water purposes. This combined criterion took effect January 10, 2018.
The Company has been served with two regulatory actions including a civil action filed by the MDEQ under the federal Resource Conservation and Recovery Act of 1976 (“RCRA”), and a Unilateral Administrative Order issued by the EPA under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) Section 106. The Company has also been served with individual lawsuits and two putative class action lawsuits.
Regulatory and Civil Actions of EPA and MDEQ
On January 10, 2018, the MDEQ filed a civil action against the Company under the federal RCRA alleging that the Company’s past and present handling, storage, treatment, transportation and/or disposal of solid waste at the Company’s properties has contributed to the disposal of solid wastes that was done in a way that resulted in releases of PFAS at levels that resulted in detections exceeding applicable Michigan cleanup criteria for PFOA and PFOS.
The MDEQ Action seeks to require the Company to investigate the location and extent of PFAS in the environment, develop and implement plans for the continued sampling and analysis of impacts to drinking water wells from PFAS released or disposed of by the Company, and provide alternative drinking water supplies to homes impacted by PFAS for which the Company is allegedly responsible. The MDEQ Action further seeks to require the Company to connect users of drinking water wells to municipal drinking water supplies to address allegedly unacceptable risks posed by a release or threat of release of PFAS attributable to the Company. The Company is working with the MDEQ to analyze the House Street and other relevant disposal sites, test nearby residential drinking water wells and coordinate communications to impacted homeowners. The Company’s current remediation efforts have included, amongst other items, providing alternate drinking water to impacted homes, including bottled water and water filtration systems.
On January 10, 2018, the EPA entered a Unilateral Administrative Order (the “Order”) under Section 106(a) of CERCLA, 42 U.S.C. § 9606(a). The effective date of the Order was February 1, 2018. The Order pertains to the Company's Tannery and House Street sites and directs the Company to conduct specified removal actions to abate actual or threatened releases of hazardous substances at or from the sites. On February 1, 2018, the Company filed its Notice of Intent to Comply with the EPA Order, which outlined the Company’s position on certain aspects of the proposed Order. In its response, the Company has agreed to comply with the terms of the Order, but has identified inaccuracies and shortcomings in the Order that challenge the legal basis for the Order. Pursuant to the Order, in April 2018, the Company submitted to the EPA its draft removal work plans for performing the removal actions at the Tannery and House Street sites. The Company has also provided the EPA with other submittals required by the Order, including a Sampling and Analysis Plan, Health and Safety Plan, Quality Assurance Project Plan, monthly progress reports and other technical reports.
The Company discusses its reserve for remediation costs in the environmental liabilities section below.
Individual Litigation Actions
Individual lawsuits as well as two putative class action lawsuits have been filed against the Company that raise a variety of claims, including claims related to property, remediation, and human health effects. Assessing potential liability with respect to the putative class actions and individual lawsuits at this time, however, is difficult. The putative class actions and individual lawsuits were only recently filed and there is minimal direct and relevant precedent for these types of claims related to PFAS. In addition, the science regarding the human health effects of PFAS exposure in the environment remains inconclusive and inconsistent, thereby creating additional uncertainties. Due to these factors, combined with the complexities and uncertainties of litigation, the Company is unable to conclude that adverse verdicts resulting from the class actions and individual actions are probable, and therefore no amounts are currently reserved for these claims. The Company intends to continue to vigorously defend itself against these claims.
Other Litigation
The Company is also involved in 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 management’s opinion that the outcome of these items are not expected to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
Environmental Liabilities
The Company has established a reserve for estimated environmental remediation costs based upon an evaluation of currently available facts with respect to each individual site. The Company incurred $
0.9 million
of environmental remediation costs during the quarter ended
March 31, 2018
and $
31.1 million
during fiscal year 2017, which net of payments, resulted in a reserve of $
29.2 million
as of
March 31, 2018
. The reserve is comprised of $
12.7 million
that is expected to be paid in the next 12 months and is recorded as a current obligation in other accrued liabilities, with the remaining $
16.5 million
recorded in other liabilities and is expected to be paid over the course of up to 30 years. The Company records liabilities for remediation costs on an undiscounted basis when they are probable and reasonably estimable, generally no later than the completion of feasibility studies or the Company’s commitment to a plan of action. Liabilities for estimated costs of environmental remediation are based primarily upon third-party environmental studies, other internal analysis and the extent of the contamination and the nature of required remedial actions at
each site. The Company expects that it will pay the amounts accrued over the periods of remediation for the applicable sites, currently ranging up to 30 years.
The Company's remediation activity the Tannery and other sites where the Company disposed of Tannery byproducts is largely ongoing and in the early stages. It is difficult to estimate the cost of environmental compliance and remediation given the uncertainties regarding the interpretation and enforcement of applicable environmental laws and regulations, the extent of environmental contamination and the existence of alternative cleanup methods. Developments may occur that could materially change the Company’s current cost estimates, including, but not limited to: (i) changes in the information available regarding the environmental impact of the Company’s operations and products; (ii) changes in environmental regulations, changes in permissible levels of specific compounds in drinking water sources, or changes in enforcement theories and policies, including efforts to recover natural resource damages; (iii) new and evolving analytical and remediation techniques; (iv) changes to the form of remediation; (v) success in allocating liability to other potentially responsible parties; and (vi) the financial viability of other potentially responsible parties and third-party indemnitors. For locations at which remediation activity is largely ongoing, the Company cannot estimate a possible loss or range of loss in excess of the associated established reserves for the reasons described above. The Company adjusts recorded liabilities as further information develops or circumstances change.
Minimum Royalties and Advertising Commitments
Minimum future royalty and advertising obligations for the fiscal periods subsequent to
March 31, 2018
under the terms of certain licenses held by the Company are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
Minimum royalties
|
$
|
0.9
|
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Minimum advertising
|
2.2
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
7.0
|
|
Minimum royalties are based on both fixed obligations and assumptions regarding 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 $
0.5 million
and $
0.6 million
for the quarters ended
March 31, 2018
and
April 1, 2017
, respectively.
The terms of certain license agreements also require the Company to make advertising expenditures based on the level of sales of the licensed products. In accordance with these agreements, the Company incurred advertising expense of $
0.8 million
and $
0.9 million
for the quarters ended
March 31, 2018
and
April 1, 2017
, respectively.
The Company’s portfolio of brands is organized into the following
three
operating segments, which the Company has determined to be reportable operating segments. During the first quarter of fiscal 2018, the Kids footwear business was realigned into the Wolverine Boston Group and the multi-brand consumer-direct component is now reported within the other category. All prior period disclosures have been restated to reflect these new reportable operating segments.
|
|
•
|
Wolverine Outdoor & Lifestyle Group
, consisting of
Merrell
®
footwear and apparel,
Cat
®
footwear,
Hush Puppies
®
footwear
and apparel,
Chaco
®
footwear and
Sebago
®
footwear and apparel;
|
|
|
•
|
Wolverine Boston Group
, consisting of
Sperry
®
footwear and apparel,
Saucony
®
footwear and apparel and
Keds
®
footwear and apparel, and the Kids footwear business that includes the
Stride Rite
®
licensed business, as well as kid’s footwear offerings from
Saucony
®
,
Sperry
®
,
Keds
®
,
Merrell
®
and
Hush Puppies
®
; and
|
|
|
•
|
Wolverine Heritage Group
, consisting of
Wolverine
®
footwear and apparel,
Bates
®
uniform footwear,
Harley-Davidson
®
footwear and
HyTest
®
safety footwear.
|
The reportable segments are engaged in designing, manufacturing, sourcing, marketing, licensing and distributing branded footwear, apparel and accessories. Revenue for the reportable operating segments includes revenue from the sale of branded footwear, apparel and accessories to third-party customers; revenue from third-party licensees and distributors; and revenue from the Company’s consumer-direct businesses.
The Company also reports “Other” and “Corporate” categories. The Other category consists of the Company’s multi-branded consumer-direct retail stores, leather marketing operations and sourcing operations that include third-party commission revenues. The Corporate category consists of unallocated corporate expenses, including restructuring and other related costs, organizational transformation costs and environmental and other related costs. The Company’s operating segments are determined based on how the Company internally reports and evaluates financial information used to make operating decisions. The operating segment managers all report directly to the chief operating decision maker.
Company management uses various financial measures to evaluate the performance of the reportable operating segments. The following is a summary of certain key financial measures for the respective fiscal periods indicated.
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
(In millions)
|
March 31, 2018
|
|
April 1, 2017
|
Revenue:
|
|
|
|
Wolverine Outdoor & Lifestyle Group
|
$
|
222.8
|
|
|
$
|
231.4
|
|
Wolverine Boston Group
|
219.0
|
|
|
264.0
|
|
Wolverine Heritage Group
|
73.1
|
|
|
75.7
|
|
Other
|
19.2
|
|
|
20.2
|
|
Total
|
$
|
534.1
|
|
|
$
|
591.3
|
|
Operating profit (loss):
|
|
|
|
Wolverine Outdoor & Lifestyle Group
|
$
|
52.7
|
|
|
$
|
51.6
|
|
Wolverine Boston Group
|
36.8
|
|
|
33.8
|
|
Wolverine Heritage Group
|
12.6
|
|
|
9.6
|
|
Other
|
0.9
|
|
|
0.3
|
|
Corporate
|
(41.5
|
)
|
|
(60.8
|
)
|
Total
|
$
|
61.5
|
|
|
$
|
34.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
March 31,
2018
|
|
December 30,
2017
|
|
April 1,
2017
|
Total assets:
|
|
|
|
|
|
Wolverine Outdoor & Lifestyle Group
|
$
|
462.0
|
|
|
$
|
420.4
|
|
|
$
|
443.5
|
|
Wolverine Boston Group
|
1,235.8
|
|
|
1,245.0
|
|
|
1,375.8
|
|
Wolverine Heritage Group
|
129.0
|
|
|
136.7
|
|
|
147.4
|
|
Other
|
42.5
|
|
|
42.1
|
|
|
50.3
|
|
Corporate
|
334.7
|
|
|
554.8
|
|
|
370.8
|
|
Total
|
$
|
2,204.0
|
|
|
$
|
2,399.0
|
|
|
$
|
2,387.8
|
|
Goodwill:
|
|
|
|
|
|
Wolverine Outdoor & Lifestyle Group
|
$
|
129.6
|
|
|
$
|
128.8
|
|
|
$
|
127.0
|
|
Wolverine Boston Group
|
283.2
|
|
|
284.5
|
|
|
281.6
|
|
Wolverine Heritage Group
|
16.5
|
|
|
16.5
|
|
|
16.5
|
|
Total
|
$
|
429.3
|
|
|
$
|
429.8
|
|
|
$
|
425.1
|
|
|
|
16.
|
RESTRUCTURING ACTIVITIES
|
2017 Plan
Beginning in the second quarter of fiscal 2017, the Company implemented certain organizational changes and initiated the sale of certain assets and a change to the distribution model for certain brands (the “2017 Plan”). The Company completed the 2017 Plan during the fourth quarter of fiscal 2017. The Company expects annual pretax benefits of approximately $
11.0 million
as a result of the 2017 Plan. Costs incurred related to the 2017 Plan have been recorded within the Corporate category. The cumulative costs incurred is $
11.3 million
, with $
1.5 million
recorded in the restructuring costs line item as a component of cost of goods sold, and $
9.8 million
recorded in the
restructuring and other related costs
line item as a component of operating expenses.
The following is a summary of the activity during the quarter ended
March 31, 2018
, with respect to a reserve established by the Company in connection with the 2017 Plan, by category of costs.
|
|
|
|
|
|
|
|
|
(In millions)
|
Severance and employee related
|
|
Total
|
Balance at December 30, 2017
|
$
|
3.3
|
|
|
$
|
3.3
|
|
Amounts paid
|
(1.3
|
)
|
|
(1.3
|
)
|
Balance at March 31, 2018
|
$
|
2.0
|
|
|
$
|
2.0
|
|
2016 Plan
On October 6, 2016, the Board of Directors of the Company approved a realignment of the Company’s consumer-direct operations (the “2016 Plan”), which resulted in the closure of certain retail stores. The Company closed
266
retail stores in connection with the 2016 Plan, which was completed during the fourth quarter of fiscal 2017. The Company expects annual pretax benefits of approximately $
20.0 million
as a result of the 2016 Plan. Costs incurred related to the 2016 Plan have been recorded within the Corporate category. The cumulative costs incurred is $
75.1 million
, with $
10.2 million
recorded in the restructuring costs line item as a component of cost of goods sold, and $
64.9 million
recorded in the restructuring and other related costs line item as a component of operating expenses.
The following is a summary of the activity during the quarters ended
March 31, 2018
and
April 1, 2017
, with respect to a reserve established by the Company in connection with the 2016 Plan, by category of costs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Severance and employee related
|
|
Impairment of property and equipment
|
|
Costs associated with exit or disposal activities
|
|
Total
|
Balance at December 31, 2016
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
2.0
|
|
Restructuring costs
|
1.5
|
|
|
4.5
|
|
|
17.9
|
|
|
23.9
|
|
Amounts paid
|
(0.6
|
)
|
|
—
|
|
|
(9.3
|
)
|
|
(9.9
|
)
|
Charges against assets
|
—
|
|
|
(4.5
|
)
|
|
(4.6
|
)
|
|
(9.1
|
)
|
Balance at April 1, 2017
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
5.2
|
|
|
$
|
6.9
|
|
|
|
|
|
|
|
|
|
Balance at December 30, 2017
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
1.7
|
|
Amounts paid
|
(0.3
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
(1.3
|
)
|
Balance at March 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
2014 Plan
On July 9, 2014, the Board of Directors of the Company approved a realignment of the Company’s consumer-direct operations (the “2014 Plan”). As a part of the 2014 Plan, the Company closed
136
retail stores, consolidated certain consumer-direct support functions and implemented certain other organizational changes. The Company completed the 2014 Plan during the first quarter of fiscal 2016. Costs incurred related to the 2014 Plan have been recorded within the Corporate category. The cumulative costs incurred is $
48.8 million
, with $
6.5 million
recorded in the restructuring costs line item as a component of cost of goods sold, and $
42.3 million
recorded in the restructuring and other related costs line item as a component of operating expenses.
The following is a summary of the activity during the quarter ended
April 1, 2017
, with respect to a reserve established by the Company in connection with the 2014 Plan, by category of costs.
|
|
|
|
|
|
|
|
|
(In millions)
|
Costs associated with exit or disposal activities
|
|
Total
|
Balance at December 31, 2016
|
$
|
1.7
|
|
|
$
|
1.7
|
|
Amounts paid
|
(0.1
|
)
|
|
(0.1
|
)
|
Balance at April 1, 2017
|
$
|
1.6
|
|
|
$
|
1.6
|
|
Other Restructuring Activities
During the quarter ended
April 1, 2017
, the Company recorded restructuring costs of $
0.7 million
in connection with certain organizational changes. The costs associated with these restructuring activities were recorded within the Company’s Corporate category in the
restructuring and other related costs
line item as a component of operating expenses.