UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 10-Q
________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 29, 2025
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: 001-06024
__________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
__________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
| , | , | |||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 81,044,051 shares of common stock, $1 par value, outstanding as of April 21, 2025.
Table of Contents
| PART I | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements,” which are statements relating to future, not past, events. In this context, forward-looking statements often address management’s current beliefs, assumptions, expectations, estimates and projections about future business and financial performance, national, regional or global political, economic and market conditions, and the Company itself. Such statements often contain words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “should,” “will,” variations of such words, and similar expressions. Forward-looking statements, by their nature, address matters that are, to varying degrees, uncertain. Uncertainties that could cause the Company’s performance to differ materially from what is expressed in forward-looking statements include, but are not limited to, the following:
•changes in general economic conditions, employment rates, business conditions, interest rates, tax policies and other factors affecting consumer spending and confidence in the markets and regions in which the Company’s products are sold;
•the inability for any reason to effectively compete in global footwear, apparel and direct-to-consumer markets;
•the inability to maintain positive brand images and anticipate, understand and respond to changing footwear and apparel trends and consumer preferences;
•the inability to effectively manage inventory levels;
•increases or changes in duties, tariffs, quotas or applicable assessments in countries of import and export;
•foreign currency exchange rate fluctuations and currency restrictions;
•supply chain and capacity constraints, production and distribution disruptions, including service interruptions at shipping and receiving ports, reduction in operating hours, labor shortages, and facility closures resulting in production delays at the Company’s manufacturers, quality issues, price increases or other risks associated with foreign sourcing;
•the cost, including the effect of inflationary pressures and availability of raw materials, inventories, services and labor for contract manufacturers;
•changes in relationships with, including the loss of, significant wholesale customers;
•risks related to the significant investment in, and performance of, the Company’s direct-to-consumer operations;
•risks related to expansion into new markets and complementary product categories;
•the impact of seasonality and unpredictable weather conditions;
•the impact of changes in general economic conditions, potential economic slowdown, and/or the credit markets on the Company’s manufacturers, distributors, suppliers, joint venture partners and wholesale customers;
•changes in the Company’s effective tax rates;
•failure of licensees or distributors to meet planned annual sales goals or to make timely payments to the Company;
•the risks of doing business in developing countries and politically or economically volatile areas;
•the ability to secure and protect owned intellectual property or use licensed intellectual property;
•legal compliance and litigation risks, including with respect to federal, state and local laws and regulations relating to the protection of the environment, environmental remediation and other related costs, and environmental effects on human health;
•risks of breach of the Company’s databases or other systems, or those of its vendors, which contain certain personal information, payment card data or proprietary information, due to cyberattack or other similar events;
•strategic actions, including new initiatives and ventures, acquisitions and dispositions, and the Company’s success in integrating acquired businesses, including Sweaty Betty®;
•risks related to stockholder activism;
•the risk of impairment to goodwill and other intangibles;
•the success of the Company's restructuring and realignment initiatives undertaken from time to time; and
•changes in future pension funding requirements and pension expenses.
These or other uncertainties could cause a material difference between an actual outcome and a forward-looking statement. The uncertainties included here are not exhaustive and are described in more detail in Part I, Item 1A: “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (the “2024 Form 10-K”), filed with the SEC on February 20, 2025. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company does not undertake an obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.
3
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations and Comprehensive Income
(Unaudited)
| Quarter Ended | |||||||||||
| (In millions, except per share data) | March 29, 2025 | March 30, 2024 | |||||||||
Revenue | $ | $ | |||||||||
Cost of goods sold | |||||||||||
Gross profit | |||||||||||
Selling, general and administrative expenses | |||||||||||
| Impairment of long-lived assets | |||||||||||
| Environmental and other related costs, net of recoveries | |||||||||||
| Operating profit (loss) | ( | ||||||||||
Other expenses: | |||||||||||
Interest expense, net | |||||||||||
| Other income, net | ( | ( | |||||||||
| Total other expense, net | |||||||||||
| Earnings (loss) before income taxes | ( | ||||||||||
| Income tax expense (benefit) | ( | ||||||||||
| Net earnings (loss) | $ | $ | ( | ||||||||
| Less: net earnings attributable to noncontrolling interests | |||||||||||
| Net earnings (loss) attributable to Wolverine World Wide, Inc. | $ | $ | ( | ||||||||
| Net earnings (loss) per share (see Note 3): | |||||||||||
Basic | $ | $ | ( | ||||||||
Diluted | $ | $ | ( | ||||||||
| Comprehensive income (loss) | $ | $ | ( | ||||||||
| Less: comprehensive income attributable to noncontrolling interests | |||||||||||
| Comprehensive income (loss) attributable to Wolverine World Wide, Inc. | $ | $ | ( | ||||||||
Cash dividends declared per share | $ | $ | |||||||||
See accompanying notes to consolidated condensed financial statements.
4
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Unaudited)
| (In millions, except share data) | March 29, 2025 | December 28, 2024 | March 30, 2024 | ||||||||||||||
ASSETS | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
Accounts receivable, less allowances of $ | |||||||||||||||||
| Finished products, net | |||||||||||||||||
| Raw materials and work-in-process, net | |||||||||||||||||
| Total inventories | |||||||||||||||||
| Prepaid expenses and other current assets | |||||||||||||||||
| Total current assets | |||||||||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||||||||
| Lease right-of-use assets, net | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Indefinite-lived intangibles | |||||||||||||||||
| Amortizable intangibles, net | |||||||||||||||||
| Deferred income taxes | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Accounts payable | $ | $ | $ | ||||||||||||||
| Accrued salaries and wages | |||||||||||||||||
| Other accrued liabilities | |||||||||||||||||
| Lease liabilities | |||||||||||||||||
| Current maturities of long-term debt | |||||||||||||||||
| Borrowings under revolving credit agreements | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Long-term debt, less current maturities | |||||||||||||||||
| Accrued pension liabilities | |||||||||||||||||
| Deferred income taxes | |||||||||||||||||
| Lease liabilities, noncurrent | |||||||||||||||||
| Other liabilities | |||||||||||||||||
| Stockholders’ equity: | |||||||||||||||||
Common stock – par value $ | |||||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Retained earnings | |||||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ( | ||||||||||||||
Cost of shares in treasury; | ( | ( | ( | ||||||||||||||
| Total Wolverine World Wide, Inc. stockholders’ equity | |||||||||||||||||
| Noncontrolling interest | |||||||||||||||||
| Total stockholders’ equity | |||||||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | $ | ||||||||||||||
See accompanying notes to consolidated condensed financial statements.
5
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
| Quarter Ended | |||||||||||
| (In millions) | March 29, 2025 | March 30, 2024 | |||||||||
OPERATING ACTIVITIES | |||||||||||
| Net earnings (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net earnings (loss) to net cash used in operating activities: | |||||||||||
Depreciation and amortization | |||||||||||
Deferred income taxes | ( | ||||||||||
Stock-based compensation expense | |||||||||||
Pension and SERP expense | ( | ( | |||||||||
| Impairment of long-lived assets | |||||||||||
| Environmental and other related costs, net of cash payments | ( | ( | |||||||||
Other | ( | ( | |||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | ( | ( | |||||||||
Inventories | ( | ||||||||||
Other operating assets | |||||||||||
Accounts payable | ( | ( | |||||||||
Income taxes payable | ( | ||||||||||
Other operating liabilities | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
INVESTING ACTIVITIES | |||||||||||
Additions to property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of businesses, intangible assets and other assets, net of cash disposed of | |||||||||||
Other | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
FINANCING ACTIVITIES | |||||||||||
| Payments under revolving credit agreements | ( | ( | |||||||||
| Borrowings under revolving credit agreements | |||||||||||
| Proceeds from company-owned life insurance policies | |||||||||||
Payments on long-term debt | ( | ( | |||||||||
Cash dividends paid | ( | ( | |||||||||
| Employee taxes paid under stock-based compensation plans | ( | ( | |||||||||
Proceeds from the exercise of stock options | |||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
Effect of foreign exchange rate changes | ( | ||||||||||
| Decrease in cash and cash equivalents | ( | ( | |||||||||
Cash and cash equivalents at beginning of the year | |||||||||||
Cash and cash equivalents at end of the quarter | $ | $ | |||||||||
See accompanying notes to consolidated condensed financial statements.
6
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Stockholders' Equity
(Unaudited)
| Wolverine World Wide, Inc. Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||
| (In millions, except share and per share data) | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non-controlling Interest | Total | ||||||||||||||||||||||||||||||||||
| Balance at December 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net earnings (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||
Shares issued, net of shares forfeited under stock incentive plans ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||
Issuance of treasury shares ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Divestiture | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at March 30, 2024 | $ | $ | 0 | $ | 0 | $ | ( | 0 | $ | ( | 0 | $ | 0 | $ | |||||||||||||||||||||||||||
| Balance at December 28, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net earnings | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||
Shares issued, net of shares forfeited under stock incentive plans ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
Shares issued for stock options exercised, net ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||
Issuance of treasury shares ( | |||||||||||||||||||||||||||||||||||||||||
| Balance at March 29, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
See accompanying notes to consolidated condensed financial statements.
7
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
1.BASIS OF PRESENTATION
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; kids’ 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®, Merrell®, Saucony®, Stride Rite®, Sweaty Betty® and Wolverine®. The Company’s products are marketed worldwide through owned operations, through licensing and distribution arrangements with third parties, and through joint ventures. The Company also operates retail stores and eCommerce sites to market both its own brands and branded footwear and apparel from other manufacturers.
Effective January 1, 2024, the Company completed the sale of the Company’s equity interests in joint venture entities that sourced and marketed Merrell® and Saucony® footwear and apparel products in China. See Note 17 for further discussion.
Effective January 10, 2024, the Company completed the sale of the Sperry® business. See Note 17 for further discussion.
Effective May 4, 2024, the Company entered into global multi-year licensing agreements of the Merrell® and Saucony® kids footwear and Merrell® apparel and accessories.
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 notes 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 notes included in the Company’s 2024 Form 10-K.
Fiscal Year
The Company’s fiscal year is the 52- or 53-week period that ends on the Saturday nearest to December 31. Fiscal year 2025 has 53 weeks and fiscal year 2024 had 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 fourth fiscal quarter. References to particular years or quarters refer to the Company’s fiscal years ended on the Saturday nearest to December 31 or the fiscal quarters within those years.
Seasonality
The Company experiences moderate fluctuations in sales volume during the year, as reflected in quarterly revenue. The Company expects current seasonal sales patterns to continue in future years. The Company also experiences some fluctuation in its levels of working capital, typically reflecting an increase in net working capital requirements near the end of the first and third fiscal quarters as the Company builds inventory to support peak shipping periods. Historically, cash provided by operating activities is higher in the second half of the fiscal year due to collection of wholesale channel receivables and higher direct-to-consumer sales during the holiday season. The Company meets its working capital requirements through internal operating cash flows and, as needed, borrowings under its revolving credit facility, as discussed in more detail under the caption "Liquidity and Capital Resources" in Item 2: "Management's Discussion and Analysis of Financial Condition and Results of Operations". The Company's working capital could also be impacted by other events.
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or an asset group may not be recoverable. Each impairment test is based on a comparison of the carrying amount of the asset or asset group to the future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment amount to be recognized is the amount by which the carrying value of the assets exceeds their fair value.
In the first quarter of 2024, the Company incurred non-cash impairment charges on the long-lived property, plant and equipment and lease right-of-use assets at the Company’s distribution center in Louisville, Kentucky to adjust the carrying
8
value of the assets to their estimated fair value. The Louisville distribution center impairment charges were related to the Company’s transformation activities and actions to consolidate distribution operations. The long-lived assets had no fair value after the Company stopped using the distribution center.
The following table provides details related to asset impairment charges recorded:
| Quarter Ended | |||||
| (In millions) | March 30, 2024 | ||||
| Lease right-of-use assets impairment | $ | ||||
| Property, plant and equipment impairment | |||||
| Total impairment | $ | ||||
2.NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board (“FASB”) has issued the following Accounting Standards Updates (“ASUs”) that the Company has not yet adopted. The following is a summary of the new standards and anticipated impact of adopting these new standards.
| Standard | Description | Effect on the Financial Statements | ||||||||||||
| ASU 2023-09, Improvements to Income Tax Disclosures | Requires annual disclosures of prescribed standard categories for the components of the effective tax rate reconciliation, disclosure of income taxes paid disaggregated by jurisdiction, and other income-tax related disclosures. The ASU is effective on a prospective basis, with retrospective application permitted, for fiscal years beginning after December 15, 2024. | The Company is evaluating the impact of the new standard on its Consolidated Financial Statements. | ||||||||||||
| ASU 2024-03, Disaggregation of Income Statement Expenses | Requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments in ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. | The Company is evaluating the impact of the new standard on its Consolidated Financial Statements. | ||||||||||||
3.EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share.
| Quarter Ended | |||||||||||
| (In millions, except per share data) | March 29, 2025 | March 30, 2024 | |||||||||
Numerator: | |||||||||||
| Net earnings (loss) attributable to Wolverine World Wide, Inc. | $ | $ | ( | ||||||||
Adjustment for earnings allocated to non-vested restricted common stock | ( | ( | |||||||||
| Net earnings (loss) used in calculating basic and diluted earnings per share | $ | $ | ( | ||||||||
Denominator: | |||||||||||
Weighted average shares outstanding | |||||||||||
Effect of dilutive stock options | |||||||||||
Shares used in calculating diluted earnings per share | |||||||||||
| Net earnings (loss) per share: | |||||||||||
| Basic | $ | $ | ( | ||||||||
| Diluted | $ | $ | ( | ||||||||
9
For the quarters ended March 29, 2025 and March 30, 2024, 474,375 and 1,770,500 outstanding stock options, respectively, have not been included in the denominator for the computation of diluted earnings per share because they were anti-dilutive.
4.GOODWILL AND INDEFINITE-LIVED INTANGIBLES
The changes in the carrying amount of goodwill are as follows:
| Quarter Ended | |||||||||||
| (In millions) | March 29, 2025 | March 30, 2024 | |||||||||
Goodwill balance at beginning of the year | $ | $ | |||||||||
| Foreign currency translation effects | ( | ||||||||||
Goodwill balance at end of the quarter | $ | $ | |||||||||
Goodwill balances are net of accumulated impairment charges. Accumulated impairment charges were $48.4 million as of March 29, 2025 and March 30, 2024, and are related to the Sweaty Betty® reporting unit, which is part of the Active Group reportable segment.
The Company’s indefinite-lived intangible assets, which comprise trade names and trademarks, totaled $175.8 million, $173.0 million, and $173.3 million as of March 29, 2025, December 28, 2024, and March 30, 2024, respectively. The Company conducted an interim impairment assessment as of March 29, 2025 and determined that there were no triggering events indicating impairment of the Company’s goodwill and indefinite-lived intangible assets.
For the Sweaty Betty® reporting unit included in the fiscal 2024 annual impairment test, the estimated fair value of the reporting unit exceeded the carrying value by 3 %. The Sweaty Betty® trade name was valued using the income approach, specifically the multi-period excess earnings method. The key assumptions used in the valuations were revenue growth, EBITDA margin, and the discount rate. Although the Company believes the estimates and assumptions used in the valuations were appropriate, it is possible assumptions could change in future periods. The risk of future impairment to the Sweaty Betty® trade name and Sweaty Betty® goodwill depend on assumptions used in the determination of the trade name's and reporting unit's fair value, such as revenue growth, EBITDA margin, taxes, depreciation and amortization margin, discount rate, and assumed tax rate, or if macroeconomic conditions deteriorate and adversely affect the values of the Company's Sweaty Betty® trade name and the Sweaty Betty® reporting unit. A future impairment charge of the Sweaty Betty® trade name and the Sweaty Betty® reporting unit goodwill could have an adverse material effect on the Company's consolidated financial results. The carrying values of the Company’s Sweaty Betty® trade name indefinite-lived intangible asset and the Sweaty Betty® reporting unit goodwill were $101.1 million and $53.9 million, respectively, as of March 29, 2025.
5.ACCOUNTS RECEIVABLE
The Company and certain of its subsidiaries sell, on a continuous basis without recourse, their trade receivables to Rockford ARS, LLC (“Rockford ARS”), a wholly-owned bankruptcy-remote subsidiary of the Company. On December 7, 2022, Rockford ARS entered into a receivables purchase agreement (“RPA”), which was subsequently amended on April 15, 2024, to sell up to $125.0 million of receivables to certain purchasers (the “Purchasers”) on a recurring basis in exchange for cash (referred to as “capital” in the RPA) equal to the gross receivables transferred. The parties intend that the transfers of receivables to the Purchasers constitute purchases and sales of receivables. Rockford ARS has guaranteed to each Purchaser the prompt payment of sold receivables, and has granted a security interest in its assets for the benefit of the Purchasers. Under the RPA, which matures on December 5, 2025 , each Purchaser’s share of capital accrues yield at a floating rate plus an applicable margin. The Company is the master servicer under the RPA, and is responsible for administering and collecting receivables.
The proceeds of the RPA are classified as operating activities in the company's consolidated condensed statement of cash flows. Cash received from collections of sold receivables may be used to fund additional purchases of receivables on a revolving basis or to return all or any portion of outstanding capital of the Purchasers. Subsequent collections of the pledged receivables, which have not been sold, will be classified as operating cash flows at the time of collection. Total receivables sold under the RPA were $112.6 million and $102.3 million for the quarters ended March 29, 2025 and March 30, 2024, respectively. Total cash collections under the RPA were $122.5 million and $101.7 million in the quarters ended March 29, 2025 and March 30, 2024, respectively. The fair value of the sold receivables approximated book value due to their credit quality and short-term nature, and as a result, no gain or loss on sale of receivables was recorded.
As of the fiscal quarters ended March 29, 2025 and March 30, 2024, the amount sold to the Purchasers under the RPA was $102.6 million and $94.5 million, respectively, which was derecognized from the consolidated condensed balance sheets. As collateral against sold receivables, Rockford ARS maintains a certain level of unsold receivables, which were $54.1 million and $53.5 million as of the fiscal quarters ended March 29, 2025 and March 30, 2024, respectively.
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6.REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue Recognition and Performance Obligations
The Company reports disaggregated revenue for the wholesale and direct-to-consumer sales channels, which are reconciled to the Company’s reportable segments. The wholesale channel includes royalty revenue, which operates in a similar manner as other wholesale revenue due to similar oversight and management, customer base, the performance obligation (footwear and apparel goods) and point in time completion of the performance obligation.
Quarter Ended March 29, 2025 | Quarter Ended March 30, 2024 | ||||||||||||||||||||||||||||||||||
| (In millions) | Wholesale | Direct-to-Consumer | Total | Wholesale | Direct-to-Consumer | Total | |||||||||||||||||||||||||||||
| Active Group | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Work Group | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The Company has agreements to license symbolic intellectual property with minimum guarantees or fixed consideration. The Company is due $37.2 million of remaining fixed transaction price under its license agreements as of March 29, 2025, which it expects to recognize per the terms of its contracts over the course of time through December 2028 . 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.
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 fiscal periods presented related to changes in the Company’s contract liabilities was nominal.
The Company’s contract balances are as follows:
| (In millions) | March 29, 2025 | December 28, 2024 | March 30, 2024 | ||||||||||||||
| Product returns reserve | $ | $ | $ | ||||||||||||||
| Customer markdowns reserve | |||||||||||||||||
| Other sales incentives reserve | |||||||||||||||||
| Customer rebates liability | |||||||||||||||||
| Customer advances liability | |||||||||||||||||
The amount of variable consideration 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.
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7.DEBT
Total debt consists of the following obligations:
| (In millions) | March 29, 2025 | December 28, 2024 | March 30, 2024 | ||||||||||||||
| Term Facility, due October 21, 2026 | $ | $ | $ | ||||||||||||||
| Senior Notes, 4.000% interest, due August 15, 2029 | |||||||||||||||||
| Borrowings under revolving credit agreements | |||||||||||||||||
| Unamortized deferred financing costs | ( | ( | ( | ||||||||||||||
| Total debt | $ | $ | $ | ||||||||||||||
The Company’s Credit Agreement provides for a term loan A facility (the “Term Facility”) and for a revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Senior Credit Facilities”). The maturity date of the loans under the Senior Credit Facilities is October 21, 2026. The Credit Agreement provides for a debt capacity of up to an aggregate debt amount (including outstanding term loan principal and revolver commitment amounts in addition to permitted incremental debt) not to exceed $2.0 billion unless certain specified conditions set forth in the Credit Agreement are met.
The Term Facility requires quarterly principal payments with a balloon payment due on October 21, 2026. The scheduled principal payments due under the Term Facility over the next 12 months total $10.0 million as of March 29, 2025 and are recorded as current maturities of long-term debt on the consolidated condensed balance sheets. In addition, the Company made payments towards the Term Facility during fiscal year 2024 in accordance with requirements in the Credit Agreement relating to the use of proceeds from the disposition of the Company assets.
The Revolving Facility allows the Company to borrow up to an aggregate amount of $800.0 million. The Revolving Facility also includes a $100.0 million swingline subfacility and a $50.0 million letter of credit subfacility. The Company had outstanding letters of credit under the Revolving Facility of $6.0 million, $6.0 million and $6.9 million as of March 29, 2025, December 28, 2024 and March 30, 2024, respectively. These outstanding letters of credit reduce the borrowing capacity under the Revolving Facility.
The interest rates applicable to amounts outstanding under Term Facility and to U.S. dollar denominated amounts outstanding under the Revolving Facility are, 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 0.125 % to 1.000 %, or (2) the Eurocurrency Rate plus an Applicable Margin as determined by the Company’s Consolidated Leverage Ratio, within a range of 1.125 % to 2.000 % (all capitalized terms used in this sentence are as defined in the Credit Agreement). At March 29, 2025, the Term Facility and the Revolving Facility had a weighted-average interest rate of 5.43 %.
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 Senior Credit Facilities also contain 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 Senior Credit Facilities require compliance with the following financial covenants: a maximum Consolidated Leverage Ratio and a minimum Consolidated Interest Coverage Ratio (all capitalized terms used in this paragraph are as defined in the Senior Credit Facilities). As of March 29, 2025, the Company was in compliance with all covenants and performance ratios under the Senior Credit Facilities.
The Company’s $550.0 million 4.000 % senior notes issued on August 26, 2021 are due on August 15, 2029. Related interest payments are 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 $1.0 million that are uncommitted and, therefore, each borrowing against the facility is subject to approval by the lender. There were no borrowings against this facility as of March 29, 2025, December 28, 2024 and March 30, 2024, respectively.
The Company included in interest expense the amortization of deferred financing costs of $0.5 million and $0.6 million for the quarters ended March 29, 2025 and March 30, 2024, respectively.
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8.LEASES
The following is a summary of the Company’s lease cost.
| Quarter Ended | |||||||||||
| (In millions) | March 29, 2025 | March 30, 2024 | |||||||||
| Operating lease cost | $ | $ | |||||||||
| Variable lease cost | |||||||||||
| Short-term lease cost | |||||||||||
| Sublease income | ( | ( | |||||||||
| Total lease cost | $ | $ | |||||||||
The following is a summary of the Company’s supplemental cash flow information related to leases.
| Quarter Ended | |||||||||||
| (In millions) | March 29, 2025 | March 30, 2024 | |||||||||
| Cash paid for operating lease liabilities | $ | $ | |||||||||
| Operating lease assets obtained in exchange for lease liabilities | |||||||||||
The Company did not enter into any real estate leases with commencement dates subsequent to March 29, 2025.
9.DERIVATIVE FINANCIAL INSTRUMENTS
The Company utilizes foreign currency forward exchange contracts designated as cash flow hedges 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 extended out to a maximum of 538 days, 531 days, and 531 days as of March 29, 2025, December 28, 2024 and March 30, 2024, respectively. If, in the future, the foreign exchange contracts are determined not to be highly effective or are terminated before their contractual termination dates, the Company would remove the hedge designation from those contracts and reclassify into earnings the unrealized gains or losses that would otherwise be included in accumulated other comprehensive income (loss) within stockholders’ equity.
The Company also utilizes foreign currency forward exchange contracts that are not designated as hedging instruments to manage foreign currency transaction 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 May 30, 2025 . This agreement, which exchanges floating rate interest payments 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 underlying debt. The notional amount of the interest rate swap arrangement is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap arrangement is recognized as interest expense, net. In accordance with FASB Accounting Standards Codification (“ASC”) Topic 815 Derivatives and Hedging, the Company has formally documented the relationship between the interest rate swap and the variable rate borrowing, as well as its risk management objective and strategy for undertaking the hedge transactions. This process included linking the derivative to the specific liability or asset on the balance sheet. The Company also assessed at the inception of the hedge, and continues to assess on an ongoing basis, whether the derivative used in the hedging transaction is highly effective in offsetting changes in the cash flows of the hedged item.
The notional amounts of the Company’s derivative instruments are as follows:
| (Dollars in millions) | March 29, 2025 | December 28, 2024 | March 30, 2024 | ||||||||||||||
| Foreign exchange hedge contracts | $ | $ | $ | ||||||||||||||
| Interest rate swap | |||||||||||||||||
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The recorded fair values of the Company’s derivative instruments are as follows:
| (In millions) | March 29, 2025 | December 28, 2024 | March 30, 2024 | ||||||||||||||
| Financial assets: | |||||||||||||||||
| Foreign exchange hedge contracts | $ | $ | $ | ||||||||||||||
| Interest rate swap | |||||||||||||||||
| Financial liabilities: | |||||||||||||||||
| Foreign exchange hedge contracts | $ | ( | $ | ( | $ | ( | |||||||||||
and on the consolidated condensed balance sheets. Interest rate swap financial assets are recorded to other assets on the consolidated condensed balance sheets.
10.STOCK-BASED COMPENSATION
The Company recognized compensation expense of $5.7 million and $4.1 million, and related income tax benefits of $1.2 million and $0.8 million, for grants under its stock-based compensation plans for the quarters ended March 29, 2025 and March 30, 2024, 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.
The Company granted restricted awards and performance awards as follows:
Year-To-Date Ended March 29, 2025 | Year-To-Date Ended March 30, 2024 | ||||||||||||||||||||||
| (In millions) | Company Shares Issued | Weighted-Average Grant Date Fair Value | Company Shares Issued | Weighted-Average Grant Date Fair Value | |||||||||||||||||||
| Restricted Awards | $ | $ | |||||||||||||||||||||
| Performance Awards | $ | $ | |||||||||||||||||||||
11.RETIREMENT PLANS
The following is a summary of net pension and Supplemental Executive Retirement Plan (“SERP”) expense recognized by the Company.
| Quarter Ended | |||||||||||
| (In millions) | March 29, 2025 | March 30, 2024 | |||||||||
Service cost pertaining to benefits earned during the period | $ | $ | |||||||||
Interest cost on projected benefit obligations | |||||||||||
Expected return on pension assets | ( | ( | |||||||||
Net amortization loss | ( | ( | |||||||||
| Net pension income | $ | ( | $ | ( | |||||||
The non-service cost components of net pension income is recorded in the Other income, net line item on the consolidated condensed statements of operations and comprehensive income.
12.INCOME TAXES
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.
The Company intends to permanently reinvest all non-cash undistributed earnings outside of the U.S. and has therefore not established a deferred tax liability on that amount of foreign unremitted earnings. 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.
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The Company’s effective tax rates for the quarters ended March 29, 2025 and March 30, 2024 were 7.5 % and 4.1 %, respectively. In the current year, the Company recognized discrete tax benefits resulting in a decrease to the effective tax rate. In the prior year, the Company recognized discrete tax expenses which also resulted in a decrease to the effective tax rate and reduced the tax benefit of the pretax loss.
The Company is subject to periodic audits by U.S. federal, state, local and non-U.S. tax authorities. Currently, the Company is undergoing routine periodic audits in both U.S. federal, state, local and non-U.S. 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 2020 in the majority of tax jurisdictions.
13.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income (loss) 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 accumulated other comprehensive income (loss) during the quarters ended March 29, 2025 and March 30, 2024 is as follows:
| (In millions) | Foreign currency translation | Derivatives | Pension | Total | |||||||||||||||||||
| Balance at December 30, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Other comprehensive income (loss) before reclassifications (1) | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | (2) | ( | (3) | ( | ||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net reclassifications | ( | ( | ( | ||||||||||||||||||||
Net current-period other comprehensive income (loss) (1) | ( | ( | ( | ||||||||||||||||||||
| Balance at March 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Balance at December 28, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Other comprehensive income (loss) before reclassifications (1) | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | (2) | ( | (3) | ( | ||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net reclassifications | ( | ( | ( | ||||||||||||||||||||
Net current-period other comprehensive income (loss) (1) | ( | ( | |||||||||||||||||||||
| Balance at March 29, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1)Other comprehensive income (loss) is reported net of taxes and noncontrolling interest.
(2)Amounts related to foreign currency derivatives used to manage the volatility associated with inventory purchases in various currencies and deemed to be highly effective are included in cost of goods sold. Amounts related to foreign currency derivatives that are no longer deemed to be highly effective are included in other income. Amounts related to interest rate swaps are included in interest expense.
(3)Amounts reclassified are included in the computation of net pension expense.
14. FAIR VALUE MEASUREMENTS
The Company measures certain financial assets and liabilities at fair value on a recurring basis. For additional information regarding the Company’s fair value policies, refer to Note 1 in the Company’s 2024 Form 10-K.
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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 29, 2025 | December 28, 2024 | March 30, 2024 | ||||||||||||||
| Financial assets: | |||||||||||||||||
| Derivatives | $ | $ | $ | ||||||||||||||
| Financial liabilities: | |||||||||||||||||
| Derivatives | $ | ( | $ | ( | $ | ( | |||||||||||
The fair value of foreign currency forward exchange contracts represents the estimated receipts or payments necessary to terminate the contracts. The interest rate swap was valued based on the current forward rates of the future cash flows.
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 are as follows:
| (In millions) | March 29, 2025 | December 28, 2024 | March 30, 2024 | ||||||||||||||
| Carrying value | $ | $ | $ | ||||||||||||||
| Fair value | |||||||||||||||||
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).
15. 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 Company 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™.
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, which the EPA reduced in June 2022 to 0.004 ppt and 0.02 ppt for PFOA and PFOS, respectively. In January 2018, the Michigan Department of Environmental Quality (“MDEQ”, now known as the Michigan Department of Environment, Great Lakes, and Energy (“EGLE”)) enacted a drinking water criterion of 70 ppt combined for PFOA and PFOS, which set an official state standard for acceptable concentrations of these contaminants in groundwater used for drinking water purposes. On August 3, 2020, Michigan changed the standards for PFOA and PFOS in drinking water to 8 and 16 ppt, respectively, and set standards for four other PFAS substances.
Civil and Regulatory Actions of EGLE and EPA
On January 10, 2018, EGLE filed a civil action against the Company in the U.S. District Court for the Western District of Michigan under the federal Resource Conservation and Recovery Act of 1976 (“RCRA”) and Parts 201 and 31 of the Michigan Natural Resources and Environmental Protection Act (“NREPA”) alleging that the Company’s past and present handling, storage, treatment, transportation and/or disposal of solid waste at the Company’s properties has resulted in releases of PFAS at levels exceeding applicable Michigan cleanup criteria for PFOA and PFOS (the "EGLE Action"). Plainfield and Algoma
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Townships intervened in the EGLE Action alleging claims under RCRA, NREPA, the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and common law nuisance.
On February 3, 2020, the parties entered into a consent decree resolving the EGLE Action, which was approved by U.S. District Judge Janet T. Neff on February 19, 2020 (the “Consent Decree”). Under the Consent Decree, the Company agreed to pay for an extension of Plainfield Township’s municipal water system to more than 1,000 properties in Plainfield and Algoma Townships, subject to an aggregate cap of $69.5 million. The Company also agreed to continue maintaining water filters for certain homeowners, resample certain residential wells for PFAS, continue remediation at the Company’s Tannery property and House Street site, and conduct further investigations and monitoring to assess the presence of PFAS in area groundwater. The Company’s activities under the Consent Decree are not materially impacted by either the drinking water standards that became effective on August 3, 2020, or the EPA’s revised advisory levels issued in June 2022.
On December 19, 2018, the Company filed a third-party complaint against 3M Company seeking, among other things, recovery of the Company’s remediation and other costs incurred in defense of the EGLE Action ("the 3M Action"). On June 20, 2019, the 3M Company filed a counterclaim against the Company in response to the 3M Action, seeking, among other things, contractual and common law indemnity and contribution under CERCLA and Part 201 of NREPA. On February 20, 2020, the Company and 3M Company entered into a settlement agreement resolving the 3M Action, under which 3M Company paid the Company a lump sum amount of $55.0 million during the first quarter of 2020.
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) with an effective date of February 1, 2018. The Order pertained to specified removal actions at the Company's Tannery and House Street sites, including certain time critical removal actions subsequently identified in an April 29, 2019 letter from the EPA, to abate the actual or threatened release of hazardous substances at or from the sites. On October 28, 2019, the EPA and the Company entered into an Administrative Settlement and Order on Consent (“AOC”) that supersedes the Order and addresses the agreed-upon removal actions outlined in the Order. The Company has completed the activities required by the AOC.
The Company discusses its reserve for remediation costs in the environmental liabilities section below.
Individual and Class Action Litigation
Beginning in late 2017, individual lawsuits and three putative class action lawsuits were filed against the Company that raise a variety of claims, including claims related to property, remediation, and human health effects. The three putative class action lawsuits were subsequently refiled in the U.S. District Court for the Western District of Michigan as a single consolidated putative class action lawsuit. 3M Company has been named as a co-defendant in the individual lawsuits and consolidated putative class action lawsuit. In addition, the current owner of a former landfill and gravel mining operation sued the Company seeking damages and cost recovery for property damage allegedly caused by the Company’s disposal of tannery waste containing PFAS. The owner of another former landfill filed notice threatening suit and sent a demand letter to the Company seeking recovery for damages allegedly caused by the Company’s disposal of tannery waste containing PFAS (this notice, the former landfill and gravel mining suit and the individual lawsuits and putative class action, collectively, the “Litigation Matters”).
On January 11, 2022, the Company and 3M Company entered into a master settlement agreement with the law firm representing certain of the plaintiffs in the individual lawsuits included in the Litigation Matters, and each of these plaintiffs subsequently agreed to participate in the settlement. These plaintiffs’ lawsuits were dismissed with prejudice on or around April 25, 2022.
On December 9, 2021, the Company and 3M Company reached a settlement in principle to resolve certain of the remaining individual lawsuits included in the Litigation Matters, and the parties entered into definitive settlement agreements in March 2022. These plaintiffs’ lawsuits were dismissed with prejudice on June 14, 2022. The last remaining individual action was dismissed without prejudice on June 24, 2022.
In addition, in September 2022, the parties to the putative class action filed a motion for preliminary approval of a proposed class action settlement seeking to resolve the putative class action plaintiffs’ claims. On March 29, 2023, the court presiding over the putative class action granted final approval of the proposed settlement and dismissed the lawsuit with prejudice.
The last remaining Litigation Matter, the lawsuit filed by the current owner of a former landfill and gravel mining operations, was pending in Michigan state court but has been administratively stayed by the Court.
There were no developments during the first quarter of 2025 that required the Company to change the amount accrued for the Litigation Matters described above. The Company made related payments of $1.8 million in connection with the Litigation Matters described above during the first quarter of 2025. As of March 29, 2025, the Company had recorded liabilities of $8.4
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million for certain of the Litigation Matters described above which are recorded as other accrued liabilities and other liabilities in the consolidated condensed balance sheets.
In December 2018, the Company filed a lawsuit against certain of its historic liability insurers, seeking to compel them to provide a defense against the Litigation Matters on the Company's behalf and coverage for remediation efforts undertaken by, and indemnity provided by, the Company. Following the last recovery payment received, the lawsuit was dismissed in December 2024. The Company recognized certain recoveries from legacy insurance policies in 2024.
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, intellectual property, and consumer related matters. 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 to the Company and reserves for liabilities that the Company has 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 following is a summary of the activity with respect to the environmental remediation reserve established by the Company:
| Quarter Ended | |||||||||||
| (In millions) | March 29, 2025 | March 30, 2024 | |||||||||
Remediation liability at beginning of the year | $ | $ | |||||||||
Changes in estimate | |||||||||||
Amounts paid | ( | ( | |||||||||
Remediation liability at the end of the quarter | $ | $ | |||||||||
The reserve balance as of March 29, 2025 includes $17.0 million that is expected to be paid within the next twelve months and is recorded as a current obligation in other accrued liabilities, with the remaining $20.2 million expected to be paid over the course of up to 25 years, recorded in other liabilities.
The Company's remediation activity at the Tannery property, House Street site and other relevant operations or disposal sites is ongoing. Although the Consent Decree has made near-term costs more clear, it is difficult to estimate the long-term 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. Future 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
The Company has future minimum royalty and advertising obligations due under the terms of certain licenses held by the Company. These minimum future obligations for the fiscal periods subsequent to March 29, 2025 are as follows:
| (In millions) | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | |||||||||||||||||||||||||||||
| Minimum royalties | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Minimum advertising | |||||||||||||||||||||||||||||||||||
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 $0.3 million and $0.3 million for the quarters ended March 29, 2025 and March 30, 2024, respectively.
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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 $0.5 million and $1.0 million for the quarters ended March 29, 2025 and March 30, 2024, respectively.
16. BUSINESS SEGMENTS
The Company’s portfolio of brands is organized into the following reportable segments.
•Active Group, consisting of Merrell® footwear and apparel, Saucony® footwear and apparel, Sweaty Betty® activewear, and Chaco® footwear; and
•Work Group, consisting of Wolverine® footwear and apparel, Cat® footwear, Bates® uniform footwear, Harley-Davidson® footwear and HYTEST® safety footwear;
The Company's operating segments are the Active Group, Work Group, and Sweaty Betty®. Sweaty Betty® and the Active Group were evaluated and combined into one reportable segment because they meet the similar economic characteristics and qualitative aggregation criteria set forth in the relevant accounting guidance. The Company's chief operating decision maker is the President and Chief Executive Officer. The chief operating decision maker uses segment operating profit to assess the performance of, and to allocate resources to, each segment.
Kids' footwear offerings from Saucony®, Merrell®, Hush Puppies® and Cat® are included with the applicable brand.
The Company also reports “Other” and “Corporate” categories. Other consists of Sperry® footwear, Hush Puppies® footwear and apparel, sourcing operations that include third-party commission revenues, multi-branded direct-to-consumer retail stores and the Stride Rite® licensed business. The Corporate category consists of unallocated corporate expenses, such as corporate employee costs, corporate facility costs, reorganization activities, impairment of long-lived assets and environmental and other related costs.
The reportable segments are engaged in designing, manufacturing, sourcing, marketing, licensing and distributing branded footwear, apparel and accessories. Revenue for the reportable 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 direct-to-consumer businesses. The Company’s reportable segments are determined based on how the Company internally reports and evaluates financial information used to make operating decisions.
Company management uses various financial measures to evaluate the performance of the reportable segments. The following is a summary of certain key financial measures for the respective fiscal periods indicated. The significant expense categories and amounts align with the segment-level information that is regularly provided to the Company's chief operating decision maker.
Quarter Ended March 29, 2025 | |||||||||||||||||||||||||||||
| (In millions) | Active Group | Work Group | Other | Corporate | Total | ||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Other income, net | ( | ||||||||||||||||||||||||||||
| Earnings before income taxes | $ | ||||||||||||||||||||||||||||
| Depreciation and amortization expense | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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Quarter Ended March 30, 2024 | |||||||||||||||||||||||||||||
| (In millions) | Active Group | Work Group | Other | Corporate | Total | ||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of goods sold | ( | ||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Other income, net | ( | ||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | |||||||||||||||||||||||||||
| Depreciation and amortization expense | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| (In millions) | March 29, 2025 | December 28, 2024 | March 30, 2024 | ||||||||||||||
| Total assets: | |||||||||||||||||
| Active Group | $ | $ | $ | ||||||||||||||
| Work Group | |||||||||||||||||
| Other | |||||||||||||||||
| Corporate | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Goodwill: | |||||||||||||||||
| Active Group | $ | $ | $ | ||||||||||||||
| Work Group | |||||||||||||||||
| Other | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
17. DIVESTITURES
Sale-Leaseback of Courtland Drive Facility
On September 17, 2024, the Company completed a sale and leaseback transaction with an independent third party for the land, building and related fixed assets of the Company’s Courtland Drive facility located in Rockford, Michigan for a sale price of $10.5 million. The independent third party leased back the facility to the Company under a seven-year lease agreement, which includes a five-year renewal option. The transaction qualifies for sales recognition under the sale leaseback accounting requirements, and the Company recorded a gain of $8.5 million in the third quarter of 2024.
Divestiture of Sperry® Business
On January 10, 2024, the Company entered into a Purchase Agreement with ABG Intermediate Holdings 2 LLC, an affiliate of Authentic Brands Group LLC. (the "ABG Buyer"), pursuant to which the ABG Buyer agreed to purchase all of the outstanding equity of certain subsidiaries of the Company that own or hold for use intellectual property used by the Company exclusively in the footwear, apparel, and accessories business conducted by the Company under the Sperry® brand. In addition, on January 10, 2024 the Company entered into an Inventory Purchase Agreement with Aldo U.S. Inc., an affiliate of the Aldo Group (the "Aldo Buyer"), pursuant to which the Aldo Buyer agreed to purchase certain inventory and other assets of the Sperry® business, and to assume certain contracts of the Sperry® business, including Sperry® retail store leases. The sale was effective January 10, 2024, in accordance with the terms and conditions of the Purchase Agreement. The aggregate purchase price under these two purchase agreements was $97.4 million in cash.
Divestiture of Merrell® and Saucony® China Joint Venture Entities
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of the Company’s results of operations and liquidity and capital resources. This section should be read in conjunction with the Company’s consolidated condensed financial statements and related notes included elsewhere in this Quarterly Report.
BUSINESS OVERVIEW
The Company is a leading global designer, marketer and licensor of branded footwear, apparel and accessories. The Company’s strategic vision is to build and grow high-energy footwear, apparel and accessories brands that inspire and empower consumers to explore and enjoy their active lives. The Company seeks to fulfill this vision by offering innovative products and compelling brand propositions; complementing its footwear brands with strong apparel and accessories offerings; expanding its global direct-to-consumer footprint; and delivering supply chain excellence.
The Company’s brands are marketed in approximately 170 countries and territories at March 29, 2025, including through owned operations in the U.S., Canada, the United Kingdom and certain countries in continental Europe and Asia Pacific. In other regions (Latin America, portions of Europe and Asia Pacific, the Middle East and Africa), the Company relies on a network of third-party distributors, licensees and joint ventures. At March 29, 2025, the Company operated 120 retail stores in the U.S., United Kingdom, Ireland and Italy and 39 direct-to-consumer eCommerce sites.
Effective January 1, 2024, the Company completed the sale of the Company’s equity interests in the Merrell® and Saucony® China joint venture entities.
Effective January 10, 2024, the Company completed the sale of the Sperry® business.
Effective May 4, 2024, the Company entered into global multi-year licensing agreements relating to Merrell® and Saucony® kids footwear and Merrell® apparel and accessories.
2025 FINANCIAL OVERVIEW
•Revenue was $412.3 million for the first quarter of 2025, representing an increase of 4.4% compared to the first quarter of 2024.
•Gross margin was 47.3% in the first quarter of 2025 compared to 45.9% in the first quarter of 2024.
•The effective tax rates in the first quarters of 2025 and 2024 were 7.5% and 4.1%, respectively.
•Diluted earnings per share for the first quarter of 2025 was $0.13 per share compared to diluted loss per share of $0.19 per share for the first quarter of 2024.
•The Company declared cash dividends of $0.10 per share in the first quarters of both 2025 and 2024.
•Cash flow used in operating activities was $83.8 million for the first quarter of 2025 compared to cash flow used in operating activities of $37.2 million for the first quarter of 2024.
•Compared to the first quarter of 2024, inventory as of the end of the first quarter of 2025 decreased $83.6 million, or 23.6%.
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RESULTS OF OPERATIONS
| Quarter Ended | |||||||||||||||||
| (In millions, except per share data) | March 29, 2025 | March 30, 2024 | Percent Change | ||||||||||||||
Revenue | $ | 412.3 | $ | 394.9 | 4.4 | % | |||||||||||
Cost of goods sold | 217.5 | 213.5 | 1.9 | % | |||||||||||||
Gross profit | 194.8 | 181.4 | 7.4 | % | |||||||||||||
| Selling, general and administrative expenses | 172.0 | 176.8 | (2.7) | % | |||||||||||||
| Impairment of long-lived assets | — | 6.1 | (100.0) | % | |||||||||||||
| Environmental and other related costs, net of recoveries | 3.1 | 1.6 | 93.8 | % | |||||||||||||
| Operating profit (loss) | 19.7 | (3.1) | 735.5 | % | |||||||||||||
Interest expense, net | 8.0 | 12.0 | (33.3) | % | |||||||||||||
| Other income, net | (1.5) | (0.8) | (87.5) | % | |||||||||||||
| Earnings (loss) before income taxes | 13.2 | (14.3) | 192.3 | % | |||||||||||||
| Income tax expense (benefit) | 1.0 | (0.6) | 266.7 | % | |||||||||||||
| Net earnings (loss) | 12.2 | (13.7) | 189.1 | % | |||||||||||||
| Less: net earnings attributable to noncontrolling interests | 1.1 | 0.8 | 37.5 | % | |||||||||||||
| Net earnings (loss) attributable to Wolverine World Wide, Inc. | $ | 11.1 | $ | (14.5) | 176.6 | % | |||||||||||
| Diluted earnings (loss) per share | $ | 0.13 | $ | (0.19) | 168.4 | % | |||||||||||
REVENUE
Revenue was $412.3 million for the first quarter of 2025, representing an increase of $17.4 million compared to the first quarter of 2024. The change in revenue reflected a $36.9 million, or 12.7%, increase from the Active Group, a $15.3 million, or 17.0%, decrease from the Work Group, and a $4.2 million, or 28.0%, decrease from Other. The Active Group’s revenue increase was primarily driven by an increase of $29.6 million from Saucony® and $17.6 million from Merrell®, partially offset by a decrease of $7.1 million from Sweaty Betty® and $3.2 million from Chaco®. The Work Group’s revenue decrease was primarily driven by a decrease of $7.5 million from Cat®, $3.8 million from Wolverine®, $2.2 million from HYTEST® and $1.2 million from Harley-Davidson®. The decrease in Other revenue was primarily driven by a decrease of $4.1 million from Sperry® which was sold in 2024, partially offset by an increase of $1.0 million from Hush Puppies®. Changes in foreign exchange rates decreased revenue by $4.7 million during the first quarter of 2025. Direct-to-consumer revenue decreased during the first quarter of 2025 by $10.0 million, or 9.4%, compared to the first quarter of 2024.
GROSS MARGIN
Gross margin was 47.3% in the first quarter of 2025 compared to 45.9% in the first quarter of 2024. The gross margin increase in the first quarter was primarily due to healthier sales mix, lower promotional activity and the benefit of supply chain cost initiatives within the Active Group.
OPERATING EXPENSES
Operating expenses decreased $9.4 million, from $184.5 million in the first quarter of 2024 to $175.1 million in the first quarter of 2025. The decrease was primarily driven by lower impairment of long-lived and intangible assets ($6.1 million), lower reorganization costs ($4.1 million), lower general and administrative costs ($3.3 million), lower selling costs ($1.6 million), lower distribution costs ($0.5 million) and lower incentive compensation costs ($0.2 million), partially offset by higher advertising costs ($4.9 million) and higher environmental and other related costs, net of insurance recoveries ($1.5 million). Environmental and other related costs were $3.1 million and $1.9 million in the first quarter of 2025 and 2024, respectively.
INTEREST, OTHER AND INCOME TAXES
Net interest expense was $8.0 million in the first quarter of 2025 compared to $12.0 million in the first quarter of 2024. The decrease in interest expense is primarily due to lower average principal balances of variable rate debt and lower weighted average interest rates on variable rate debt.
Other income was $1.5 million in the first quarter of 2025, compared to other income of $0.8 million in the first quarter of 2024.
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The effective tax rates in the first quarter of 2025 and 2024 were 7.5% and 4.1%, respectively. In the current year, the Company recognized discrete tax benefits resulting in a decrease to the effective tax rate. In the prior year, the Company recognized discrete tax expenses which also resulted in a decrease to the effective tax rate and reduced the tax benefit of the pretax loss.
REPORTABLE SEGMENTS
The Company’s portfolio of brands is organized into the following reportable segments.
•Active Group, consisting of Merrell® footwear and apparel, Saucony® footwear and apparel, Sweaty Betty® activewear, and Chaco® footwear; and
•Work Group, consisting of Wolverine® footwear and apparel, Cat® footwear, Bates® uniform footwear, Harley-Davidson® footwear and HYTEST® safety footwear;
Kids' footwear offerings from Saucony®, Merrell®, Hush Puppies® and Cat® are included with the applicable brand.
The Company also reports “Other” and “Corporate” categories. The Other category consists of Sperry® footwear, Hush Puppies® footwear and apparel, sourcing operations that include third-party commission revenues, multi-branded direct-to-consumer retail stores and the Stride Rite® licensed business. The Corporate category consists of unallocated corporate expenses, such as corporate employee costs, corporate facility costs, reorganization activities, impairment of long-lived assets and environmental and other related costs.
The reportable segment results are as follows:
| Quarter Ended | |||||||||||||||||||||||
| (In millions) | March 29, 2025 | March 30, 2024 | Change | Percent Change | |||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Active Group | $ | 326.7 | $ | 289.8 | $ | 36.9 | 12.7 | % | |||||||||||||||
| Work Group | 74.8 | 90.1 | (15.3) | (17.0) | % | ||||||||||||||||||
| Other | 10.8 | 15.0 | (4.2) | (28.0) | % | ||||||||||||||||||
Total | $ | 412.3 | $ | 394.9 | $ | 17.4 | 4.4 | % | |||||||||||||||
| OPERATING PROFIT (LOSS) | |||||||||||||||||||||||
| Active Group | $ | 58.1 | $ | 36.2 | $ | 21.9 | 60.5 | % | |||||||||||||||
| Work Group | 7.1 | 12.7 | (5.6) | (44.1) | % | ||||||||||||||||||
| Other | 7.5 | 4.2 | 3.3 | 78.6 | % | ||||||||||||||||||
Corporate | (53.0) | (56.2) | 3.2 | 5.7 | % | ||||||||||||||||||
Total | $ | 19.7 | $ | (3.1) | $ | 22.8 | 735.5 | % | |||||||||||||||
Further information regarding the reportable segments can be found in Note 16 to the consolidated condensed financial statements.
Active Group
The Active Group’s revenue increased $36.9 million, or 12.7%, in the first quarter of 2025 compared to the first quarter of 2024. The revenue increase was primarily driven by increases of $29.6 million from Saucony® and $17.6 million from Merrell®, partially offset by decreases of $7.1 million from Sweaty Betty® and $3.2 million from Chaco®. The Saucony® increase was primarily driven by the strength and expanded sales of lifestyle product, including ProGrid Omni 9 and ProGrid Triumph 4, and strong performance in the international channel. The Merrell® increase was primarily due to growth in the core brand franchises, including Moab 3, Moab Speed, and Speed Strike, particularly in the wholesale and international channels. The Sweaty Betty® decrease was primarily driven by softer consumer demand in direct-to-consumer channels and lower closeout sales compared to the prior year. The Chaco® decrease was primarily due to lower closeout sales compared to the prior year and softer consumer demand.
The Active Group’s operating profit increased $21.9 million, or 60.5%, in the first quarter of 2025 compared to the first quarter of 2024. The operating profit increase was due to revenue increases and a 340 basis point increase in gross margin, partially offset by a $5.7 million increase in selling, general and administrative expenses. The increase in gross margin in the current year period was primarily due to healthier sales mix, lower promotional activity and the benefit of supply chain cost initiatives. The increase in selling, general and administrative expenses in the current year period was primarily due to higher advertising costs.
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Work Group
The Work Group’s revenue decreased $15.3 million, or 17.0%, during the first quarter of 2025 compared to the first quarter of 2024. The revenue decrease was primarily driven by decreases of $7.5 million from Cat®, $3.8 million from Wolverine®, $2.2 million from HYTEST® and $1.2 million from Harley-Davidson®. The Cat® decrease was primarily due to timing of shipments in the U.S. and international channels and softer consumer demand in the international channel. The Wolverine® decrease was primarily due to timing of shipments in the U.S. and international channels and softer consumer demand in the U.S. wholesale channel. The HYTEST® decrease was primarily due to softer consumer demand in the U.S. wholesale channels and high inventory levels at certain retail customers. The Harley-Davidson® decrease was primarily due to declines in top dealer accounts.
The Work Group’s operating profit decreased $5.6 million, or 44.1%, in the first quarter of 2025 compared to the first quarter of 2024. The operating profit decrease was due to revenue decreases and a 130 basis point decrease in gross margin, partially offset by a $1.2 million decrease in selling, general and administrative expenses. The decrease in gross margin in the current year period was primarily due to unfavorable sales mix changes. The decrease in selling, general and administrative expenses in the current year period was primarily due to lower employee costs and selling expenses.
Other
The Other category’s revenue decreased $4.2 million, or 28.0%, in the first quarter of 2025 compared to the first quarter of 2024. The revenue decrease was primarily driven by a decrease of $4.1 million from Sperry®, partially offset by an increase of $1.0 million from Hush Puppies®. The Sperry® decrease was due to the divestiture of the business effective January 10, 2024. The Hush Puppies® increase was primarily due to strong performance in the international channel.
Other operating profit increased $3.3 million, or 78.6%, in the first quarter of 2025 compared to the first quarter of 2024. The operating profit increase was primarily due to higher Hush Puppies® royalty income on higher revenue and losses incurred in the prior year associated with the Sperry® business.
Corporate
Corporate expenses decreased $3.2 million in the first quarter of 2025 compared to the first quarter of 2024, primarily due to lower impairment of long-lived and intangible assets ($6.1 million) and lower reorganization activities ($4.1 million), partially offset by business model change gain recorded in the prior year that did not reoccur ($6.5 million) and higher environmental and other related costs ($1.5 million).
LIQUIDITY AND CAPITAL RESOURCES
| (In millions) | March 29, 2025 | December 28, 2024 | March 30, 2024 | ||||||||||||||
| Cash and cash equivalents | $ | 106.5 | $ | 152.1 | $ | 169.7 | |||||||||||
| Debt | 710.8 | 648.0 | 856.9 | ||||||||||||||
Available revolving credit facility (1) | 659.0 | 724.0 | 728.1 | ||||||||||||||
(1)Amounts are net of both borrowings, if any, and outstanding standby letters of credit in accordance with the terms of the revolving credit facility.
Liquidity
Cash and cash equivalents of $106.5 million as of March 29, 2025 were $63.2 million lower compared to March 30, 2024. The decrease is due primarily to repayments less borrowings of debt of $147.5 million, cash dividends paid of $32.9 million, additions to property, plant and equipment of $22.7 million, and employee taxes paid under stock-based compensation of $8.7 million, partially offset by cash provided by operating activities of $133.5 million, proceeds from divestitures of $9.9 million, and proceeds from company-owned life insurance policies of $7.9 million. The Company had $659.0 million of borrowing capacity available under the Revolving Facility as of March 29, 2025. Cash and cash equivalents located in foreign jurisdictions totaled $95.0 million as of March 29, 2025.
Cash flow from operating activities is expected to be sufficient to meet the Company’s working capital needs for the foreseeable future. Any excess cash flow from operating activities is expected to be used to fund organic growth initiatives, reduce debt, pay dividends and for general corporate purposes.
The Company did not repurchase shares of its common stock during the first quarter of both 2025 and 2024.
A detailed discussion of environmental remediation costs is found in Note 15 to the consolidated condensed financial statements. The Company has established a reserve for estimated environmental remediation costs based upon an evaluation of
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currently available facts with respect to each individual affected site. As of March 29, 2025, the Company has a reserve of $37.2 million, of which $17.0 million is expected to be paid in the next 12 months and is recorded as a current obligation in other accrued liabilities and the remaining $20.2 million recorded in other liabilities and expected to be paid over the course of up to 25 years. The Company's remediation activity at its former Tannery site and sites where the Company disposed of Tannery byproducts is ongoing. 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. The Company adjusts recorded liabilities as further information develops or circumstances change.
Financing Arrangements
The Company’s credit agreement provides for a term loan A facility (the “Term Facility”) and for a revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Senior Credit Facilities”). The maturity date of the loans under the Senior Credit Facilities is October 21, 2026. The credit agreement provides for a debt capacity of up to an aggregate debt amount (including outstanding term loan principal and revolver commitment amounts in addition to permitted incremental debt) not to exceed $2.0 billion unless certain specified conditions set forth in the credit agreement are met. The Revolving Facility allows the Company to borrow up to an aggregate amount of $800.0 million.
The Company’s $550.0 million 4.0% senior notes issued on August 26, 2021 are due on August 15, 2029. Related interest payments are due semi-annually. The senior notes are guaranteed by substantially all of the Company’s domestic subsidiaries.
As of March 29, 2025, the Company was in compliance with all covenants and performance ratios under the credit agreement.
The Company’s debt at March 29, 2025 totaled $710.8 million compared to $648.0 million at December 28, 2024. The Company expects to use the current borrowings to fund organic growth initiatives, pay dividends and for general corporate purposes. The increased debt position is due to higher borrowings under the Revolving Facility mainly resulting from operating cash outflows.
Cash Flows
The following table summarizes cash flow activities:
| Quarter Ended | |||||||||||
| (In millions) | March 29, 2025 | March 30, 2024 | |||||||||
| Net cash used in operating activities | $ | (83.8) | $ | (37.2) | |||||||
| Net cash provided by (used in) investing activities | (7.9) | 85.4 | |||||||||
| Net cash provided by (used in) financing activities | 46.6 | (66.9) | |||||||||
| Additions to property, plant and equipment | (7.6) | (5.1) | |||||||||
| Depreciation and amortization | 6.1 | 7.1 | |||||||||
Operating Activities
The principal source of the Company’s operating cash flow is net earnings, including cash receipts from the sale of the Company’s products, net of costs of goods sold.
For the first quarter of 2025, an increase in net working capital represented a use of cash of $100.9 million. Working capital balances were unfavorably impacted by an increase in accounts receivable of $26.6 million, an increase in inventories of $25.8 million, a decrease in accounts payable of $29.2 million, and a decrease in other operating liabilities of $21.6 million, partially offset by a decrease in other operating assets of $2.3 million. Operating cash flows included non-cash add back for environmental and other related costs, net of cash payments and recoveries received, cash outflow of $4.5 million, depreciation and amortization expense adjustment of $6.1 million, stock-based compensation expense adjustment of $5.7 million, pension expense adjustment of $0.2 million, and deferred income taxes of $0.1 million.
Investing Activities
The Company made capital expenditures of $7.6 million and $5.1 million in the first quarter of 2025 and 2024, respectively, for corporate headquarters building improvements, and eCommerce site and information system enhancements.
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Financing Activities
The current year debt activity includes net borrowings under the Revolving Facility of $65.0 million. The Company paid $2.5 million and $24.2 million in principal payments associated with its long-term debt during the first quarter of 2025 and 2024, respectively. The Company paid $7.7 million and $1.6 million during the first quarter of 2025 and 2024, respectively, in connection with shares or units withheld to pay employee taxes related to awards under stock incentive plans. The Company did not repurchase shares in the first quarter of 2025 or 2024.
The Company declared cash dividends of $0.10 per share during the first quarter of 2025 and 2024. Dividends paid in the first quarter of 2025 and 2024 totaled $8.5 million and $8.1 million, respectively. A quarterly dividend of $0.10 per share was declared on April 30, 2025 to shareholders of record on July 1, 2025.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Company’s consolidated condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP"), requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Historically, actual results have not been materially different from the Company’s estimates. However, actual results may differ materially from these estimates under different assumptions or conditions.
The Company has identified the critical accounting policies used in determining estimates and assumptions in the amounts reported. For information regarding our critical accounting policies refer to Part II, Item 7: “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in the Company’s 2024 Form 10-K. Management believes there have been no material changes in those critical accounting policies.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
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. The Company manages these risks by attempting to denominate contractual and other foreign arrangements in U.S. dollars. 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 Quarterly Report on Form 10-Q, the Company does not know of any material change in the near-term in the general nature of its primary market risk exposure.
Under the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 815, Derivatives and Hedging, the Company is required to recognize all derivatives on the balance sheet at fair value. Derivatives that are not qualifying hedges must be adjusted to fair value through earnings. If a derivative is a qualifying hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in accumulated other comprehensive income (loss) until the hedged item is recognized in earnings.
The Company conducts wholesale operations outside of the U.S. in Canada, continental Europe, the United Kingdom, Hong Kong, China and Mexico where the functional currencies are primarily the Canadian dollar, euro, British pound, Hong Kong dollar, Chinese renminbi and Mexican peso, respectively. 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 as well as to manage foreign currency translation exposure. As of March 29, 2025 and March 30, 2024, the Company had outstanding forward currency exchange contracts to purchase primarily U.S. dollars in the amounts of $255.3 million and $273.0 million, respectively, with maturities ranging up to 538 and 531 days, respectively.
The Company also has sourcing locations in Asia, where financial statements reflect the U.S. dollar as the functional currency. However, operating costs are paid in the local currency. Revenue generated by the Company from third-party foreign licensees is calculated in the local currencies but paid in U.S. dollars. Accordingly, the Company’s reported results are subject to foreign currency exposure for this stream of revenue and expenses. Any associated foreign currency gains or losses on the settlement of local currency amounts are reflected within the Company's consolidated condensed statement of operations and comprehensive income.
Assets and liabilities outside the U.S. are primarily located in the United Kingdom, Canada and the Netherlands. The Company’s investments in foreign subsidiaries with a functional currency other than the U.S. dollar are generally considered long-term. As of March 29, 2025, a weaker U.S. dollar compared to certain foreign currencies increased the value of these investments in net assets by $7.7 million from their value as of December 28, 2024. As of March 30, 2024, a stronger U.S. dollar compared to certain foreign currencies decreased the value of these investments in net assets by $8.4 million from their value as of December 30, 2023.
The Company is exposed to interest rate changes primarily as a result of interest expense on the term loan borrowings and any borrowings under the Revolving Facility. The Company’s total variable-rate debt was $165.0 million at March 29, 2025 and the Company held a forward-dated interest rate swap agreement, denominated in U.S. dollars, that will effectively convert $14.5 million of this amount to fixed-rate debt.
The Company does not enter into contracts for speculative or trading purposes, nor is it a party to any leveraged derivative instruments.
ITEM 4. Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on, and as of the time of such evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures, as defined in Securities Exchange Act Rule 13a-15(e), were effective as of the end of the period covered by this report. There have been no changes during the quarter ended March 29, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is involved in litigation and various legal matters arising in the normal course of business, including certain environmental compliance activities. For a discussion of legal matters, refer to Note 15 to the Company’s consolidated condensed financial statements.
ITEM 1A. Risk Factors
There have been no material changes in the assessment of the Company’s risk factors from those set forth in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024, filed with the SEC on February 20, 2025.
In addition to the other information set forth in this report, you should carefully consider the risks and uncertainties discussed in Part I, Item 1A. Risk Factors in the Company’s 2024 Form 10-K, which could materially adversely affect our business, financial condition, or future results. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our 2024 Form 10-K. Otherwise, except as presented below, there have been no material changes to the risk factors disclosed in our 2024 Form 10-K.
The Company is subject to risks from changes to the trade policies, tariffs and import and export regulations of the U.S. and foreign governments.
Changes in import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and counter sanctions, safeguards or customs restrictions by the U.S. and foreign governments, could materially adversely affect the Company’s business performance, financial condition, results of operations, and relationships with customers, suppliers, and employees. Similarly, changes in laws and policies governing foreign trade, manufacturing, development, and investment in the territories or countries where the Company currently manufacture or sell products or conduct business, and adverse changes in, or withdrawal from, trade agreements or political relationships between the U.S. and such countries and territories could materially adversely affect the Company’s business.
Substantially all of the units the Company sources are procured from third-party manufacturers in the Asia Pacific region. Restrictions on international trade, such as tariffs, can materially adversely affect the Company’s operations and supply chain and limit the Company’s ability to offer and distribute products. The impact can be particularly significant if these restrictive measures apply to countries and regions where the Company has significant supply chain operations or from which the Company derives a significant portion of revenues. These restrictive measures can substantially increase the cost to procure products and the raw materials the Company uses, and may require the Company to take various actions, including raising prices on products, changing manufacturers or suppliers, renegotiating purchase prices with suppliers and material vendors, ceasing to offer and distribute certain products, or reducing investments. Changing operations and supply chain in response to new or changed restrictions on international trade can be expensive, time-consuming and disruptive to the Company’s operations. These restrictions may be announced with little or no advance notice, which can create uncertainty, and we may not be able to effectively mitigate all resulting adverse impacts on the Company’s business, financial condition and results of operations. In addition, if the Company is required to raise prices on products but competitors do not take similar price increases, the Company’s competitive position may be materially adversely affected.
The extent and duration of the effects on the Company’s business of recent U.S.tariffs, tariffs proposed by other countries in response, and the resulting impact on general economic conditions are uncertain and will depend on various factors, including future actions of the U.S. and other countries, negotiations between the U.S. and other countries, exemptions or exclusions that may be granted, availability and cost of alternative manufacturers and sources of supply, and demand for the Company’s products in affected markets.
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information regarding the Company’s purchases of its own common stock during the first quarter of 2025.
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Amount that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||
| Period 1 (December 29, 2024 to February 1, 2025) | |||||||||||||||||||||||
Common Stock Repurchase Program(1) | — | — | — | $ | 150,000,000 | ||||||||||||||||||
Employee Transactions(2) | 14,514 | 22.80 | — | ||||||||||||||||||||
| Period 2 (February 2, 2025 to March 1, 2025) | |||||||||||||||||||||||
Common Stock Repurchase Program(1) | — | — | — | $ | 150,000,000 | ||||||||||||||||||
Employee Transactions(2) | 360,495 | 20.94 | — | ||||||||||||||||||||
| Period 3 (March 2, 2025 to March 29, 2025) | |||||||||||||||||||||||
Common Stock Repurchase Program(1) | — | — | — | $ | 150,000,000 | ||||||||||||||||||
Employee Transactions(2) | 542 | 13.42 | — | ||||||||||||||||||||
| Total for the First Quarter Ended March 29, 2025 | |||||||||||||||||||||||
Common Stock Repurchase Program(1) | — | — | — | $ | 150,000,000 | ||||||||||||||||||
Employee Transactions(2) | 375,551 | 21.00 | — | ||||||||||||||||||||
(1)On March 7, 2024, the Company’s Board of Directors approved a common stock repurchase program that authorized the repurchase of $150.0 million of common stock over a three-year period. Since that date, the Company has not repurchased any common stock.
(2)Employee transactions include: (1) shares delivered or attested to in satisfaction of the exercise price and/or tax withholding obligations by holders of employee stock options who exercised options, and (2) restricted shares and units withheld to offset statutory minimum tax withholding that occurs upon vesting of restricted shares and units. The Company’s employee stock compensation plans provide that the shares delivered or attested to, or withheld, shall be valued at the closing price of the Company’s common stock on the date the relevant transaction occurs.
ITEM 5. Other Information
(c) During the quarter ended March 29, 2025, no director or Section 16 officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, in each case, as defined in Item 408(a) of Regulation S-K.
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ITEM 6. Exhibits
Exhibits filed as a part of this Form 10-Q are incorporated by reference herein.
| Exhibit Number | Document | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32 | ||||||||
| 101 | The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025, formatted in Inline XBRL: (i) Consolidated Condensed Statements of Operations and Comprehensive Income; (ii) Consolidated Condensed Balance Sheets; (iii) Consolidated Condensed Statements of Cash Flows; (iv) Consolidated Condensed Statements of Stockholders’ Equity; and (v) Notes to Consolidated Condensed Financial Statements. | |||||||
| 104 | The cover page of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025, formatted in Inline XBRL (included in Exhibit 101). | |||||||
* Management contract or compensatory plan or arrangement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WOLVERINE WORLD WIDE, INC. | ||||||||
| May 8, 2025 | /s/ Christopher E. Hufnagel | |||||||
| Date | Christopher E. Hufnagel President and Chief Executive Officer (Principal Executive Officer and Duly Authorized Signatory for Registrant) | |||||||
| May 8, 2025 | /s/ Taryn L. Miller | |||||||
| Date | Taryn L. Miller Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer and Duly Authorized Signatory for Registrant) | |||||||
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