Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Table of Contents
Consolidated Financial Statements
Consolidated Statements of Operations 37
Consolidated Statements of Comprehensive Income (Loss) 38
Consolidated Balance Sheets 39
Consolidated Statements of Cash Flows 41
Consolidated Statements of Stockholders' Equity 43
Note 1. Summary of Significant Accounting Policies 45
Note 2. New Accounting Standards 48
Note 3. Earnings Per Share 48
Note 4. Goodwill and Other Intangibles 49
Note 5. Accounts Receivable 50
Note 6. Revenue From Contracts With Customers 51
Note 7. Inventories 52
Note 8. Debt 52
Note 9. Property, Plant and Equipment 54
Note 10. Leases 54
Note 11. Derivative Financial Instruments 55
Note 12. Stock-Based Compensation 56
Note 13. Retirement Plans 59
Note 14. Income Taxes 61
Note 15. Accumulated Other Comprehensive Income (Loss) 63
Note 16. Fair Value Measurements 64
Note 17. Litigation and Contingencies 65
Note 18. Business Segments 67
Note 19. Business Acquisition 69
Note 20. Quarterly Results of Operations (Unaudited) 70
Reports of Independent Registered Public Accounting Firm 71
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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Fiscal Year
(In millions, except per share data) 2020 2019 2018
Revenue $ 1,791.1 $ 2,273.7 $ 2,239.2
Cost of goods sold 1,055.5 1,349.9 1,317.9
Gross profit 735.6 923.8 921.3
Selling, general and administrative expenses 639.4 669.3 654.1
Impairment of intangible assets 222.2 — —
Environmental and other related costs, net of recoveries 11.1 83.5 15.3
Operating profit (loss) ( 137.1 ) 171.0 251.9
Other expenses:
Interest expense, net 43.6 30.0 24.5
Debt extinguishment, interest rate swap termination, and other costs 5.5 — 0.6
Other income, net ( 2.1 ) ( 4.9 ) ( 0.6 )
Total other expenses 47.0 25.1 24.5
Earnings (loss) before income taxes ( 184.1 ) 145.9 227.4
Income tax expense (benefit) ( 45.5 ) 17.0 27.1
Net earnings (loss) ( 138.6 ) 128.9 200.3
Less: net earnings (loss) attributable to noncontrolling interests ( 1.7 ) 0.4 0.2
Net earnings (loss) attributable to Wolverine World Wide, Inc. $ ( 136.9 ) $ 128.5 $ 200.1
Net earnings (loss) per share (see Note 3):
Basic $ ( 1.70 ) $ 1.48 $ 2.07
Diluted $ ( 1.70 ) $ 1.44 $ 2.05
See accompanying notes to consolidated financial statements.
37
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
Fiscal Year
(In millions) 2020 2019 2018
Net earnings (loss) $ ( 138.6 ) $ 128.9 $ 200.3
Other comprehensive loss net of tax:
Foreign currency translation adjustments 10.6 5.4 ( 20.5 )
Unrealized gain (loss) on derivative instruments:
Unrealized gain (loss) arising during the period, net of taxes of $(5.2), $0.2 and $1.3 ( 17.6 ) 0.9 14.4
Reclassification adjustments included in net earnings (loss), net of taxes of $0.4, $(2.2) and $1.3 3.1 ( 7.6 ) 2.5
Pension adjustments:
Net actuarial loss arising during the period, net of taxes of $(8.0), $(3.9) and $(2.6) ( 30.0 ) ( 14.6 ) ( 9.9 )
Amortization of prior actuarial losses, net of taxes of $1.4, $0.5 and $0.7 5.2 2.1 2.6
Settlement loss, net of taxes of $1.5 in 2018
— — 5.7
Other comprehensive loss ( 28.7 ) ( 13.8 ) ( 5.2 )
Less: other comprehensive income (loss) attributable to noncontrolling interests ( 0.2 ) — ( 0.2 )
Other comprehensive loss attributable to Wolverine World Wide, Inc. ( 28.5 ) ( 13.8 ) ( 5.0 )
Comprehensive income (loss) ( 167.3 ) 115.1 195.1
Less: comprehensive income (loss) attributable to noncontrolling interests ( 1.9 ) 0.4 —
Comprehensive income (loss) attributable to Wolverine World Wide, Inc. $ ( 165.4 ) $ 114.7 $ 195.1
See accompanying notes to consolidated financial statements.
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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In millions, except share data) January 2 ,
2021 December 28,
2019
ASSETS
Current assets:
Cash and cash equivalents
$ 347.4 $ 180.6
Accounts receivable, less allowances of $33.5 and $26.7 268.3 331.2
Inventories:
Finished products, net
237.9 342.0
Raw materials and work-in-process, net
5.2 6.2
Total inventories
243.1 348.2
Prepaid expenses and other current assets
45.4 107.1
Total current assets
904.2 967.1
Property, plant and equipment:
Gross cost
321.8 325.0
Accumulated depreciation
( 197.2 ) ( 184.0 )
Property, plant and equipment, net
124.6 141.0
Lease right-of-use assets
142.5 160.8
Other assets:
Goodwill
442.4 438.9
Indefinite-lived intangibles
382.3 604.5
Amortizable intangibles, net
73.0 77.8
Deferred income taxes
3.2 2.9
Other
65.2 87.0
Total other assets
966.1 1,211.1
Total assets
$ 2,137.4 $ 2,480.0
See accompanying notes to consolidated financial statements.
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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets – continued
(In millions, except share data) January 2 ,
2021 December 28,
2019
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$ 185.0 $ 202.1
Accrued salaries and wages
27.0 20.8
Other accrued liabilities
150.0 157.9
Lease liabilities
34.0 34.1
Current maturities of long-term debt
10.0 12.5
Borrowings under revolving credit agreements — 360.0
Total current liabilities
406.0 787.4
Long-term debt, less current maturities
712.5 425.9
Accrued pension liabilities
147.0 109.7
Deferred income taxes
35.5 99.0
Lease liabilities, noncurrent
130.3 147.2
Other liabilities
133.1 132.4
Stockholders’ equity
Wolverine World Wide, Inc. stockholders’ equity:
Common stock – par value $1, authorized 320,000,000 shares; 110,426,769, and 108,329,250 shares issued 110.4 108.3
Additional paid-in capital
252.6 233.4
Retained earnings
1,093.3 1,263.3
Accumulated other comprehensive loss
( 130.6 ) ( 102.1 )
Cost of shares in treasury; 28,285,274, and 27,181,512 shares ( 764.3 ) ( 736.2 )
Total Wolverine World Wide, Inc. stockholders’ equity
561.4 766.7
Noncontrolling interest
11.6 11.7
Total stockholders’ equity
573.0 778.4
Total liabilities and stockholders’ equity
$ 2,137.4 $ 2,480.0
See accompanying notes to consolidated financial statements.
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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Fiscal Year
(In millions)
2020 2019 2018
OPERATING ACTIVITIES
Net earnings (loss) $ ( 138.6 ) $ 128.9 $ 200.3
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization
32.8 32.7 31.5
Deferred income taxes
( 56.9 ) ( 9.0 ) 22.1
Stock-based compensation expense
28.9 24.5 31.2
Pension contribution
— — ( 60.7 )
Pension and SERP expense
8.5 5.6 11.8
Debt extinguishment, interest rate swap termination, and other costs 5.5 — 0.6
Impairment of intangible assets 222.2 — —
Environmental and other related costs, net of cash payments and recoveries received 31.5 48.8 ( 6.1 )
Other
( 12.7 ) ( 11.6 ) 4.7
Changes in operating assets and liabilities:
Accounts receivable
64.8 30.7 ( 95.0 )
Inventories
107.2 ( 23.8 ) ( 44.5 )
Other operating assets
7.4 ( 5.4 ) ( 17.8 )
Accounts payable
( 18.9 ) — 40.6
Income taxes
( 0.5 ) 3.6 ( 1.9 )
Other operating liabilities
27.9 ( 2.4 ) ( 19.3 )
Net cash provided by operating activities 309.1 222.6 97.5
INVESTING ACTIVITIES
Business acquisition, net of cash acquired
( 5.5 ) ( 15.1 ) —
Additions to property, plant and equipment
( 10.3 ) ( 34.4 ) ( 21.7 )
Proceeds from sale of a business and other assets
0.2 — 2.2
Investment in joint ventures
( 3.5 ) ( 8.5 ) —
Proceeds from company-owned life insurance policies 26.8 — —
Other
( 1.6 ) ( 3.5 ) ( 2.7 )
Net cash provided by (used in) investing activities 6.1 ( 61.5 ) ( 22.2 )
FINANCING ACTIVITIES
Payments under revolving credit agreements ( 898.0 ) ( 469.3 ) ( 27.7 )
Borrowings under revolving credit agreements 538.0 704.3 152.2
Borrowings of long-term debt
471.0 — 200.0
Payments on long-term debt
( 183.5 ) ( 7.5 ) ( 538.2 )
Payments of debt issuance and debt extinguishment costs
( 6.4 ) ( 0.3 ) ( 2.7 )
Termination of interest rate swap ( 7.3 ) — —
Cash dividends paid
( 33.6 ) ( 33.6 ) ( 28.6 )
Purchase of common stock for treasury
( 21.0 ) ( 319.2 ) ( 174.7 )
Employee taxes paid under stock-based compensation plans
( 24.8 ) ( 16.9 ) ( 8.8 )
Proceeds from the exercise of stock options
9.8 12.2 24.0
Contributions from noncontrolling interests
1.8 5.7 —
Net cash used in financing activities ( 154.0 ) ( 124.6 ) ( 404.5 )
Effect of foreign exchange rate changes
5.6 1.0 ( 8.7 )
Increase (decrease) in cash and cash equivalents 166.8 37.5 ( 337.9 )
Cash and cash equivalents at beginning of the year
180.6 143.1 481.0
Cash and cash equivalents at end of the year
$ 347.4 $ 180.6 $ 143.1
See accompanying notes to consolidated financial statements.
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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows – continued
Fiscal Year
(In millions)
2020 2019 2018
OTHER CASH FLOW INFORMATION
Interest paid
$ 41.4 $ 32.4 $ 29.0
Net income taxes paid
8.6 23.2 17.4
NON-CASH INVESTING AND FINANCING ACTIVITY
Additions to property, plant and equipment not yet paid 0.9 0.8 1.3
Business acquisition not yet paid — 5.5 —
See accompanying notes to consolidated financial statements.
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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
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, 2017 $ 106.4 $ 149.2 $ 992.2 $ ( 75.2 ) $ ( 223.0 ) $ 5.6 $ 955.2
Net earnings 200.1 0.2 200.3
Other comprehensive loss ( 5.0 ) ( 0.2 ) ( 5.2 )
Shares forfeited, net of shares issued under stock incentive plans (154,084 shares) ( 0.2 ) ( 1.7 ) ( 1.9 )
Shares issued for stock options exercised, net (1,357,841 shares) 1.4 22.6 24.0
Stock-based compensation expense
31.2 31.2
Cash dividends declared ($0.32 per share) ( 30.7 ) ( 30.7 )
Issuance of treasury shares (7,761 shares) 0.1 0.2 0.3
Purchase of common stock for treasury (5,349,262 shares) ( 174.7 ) ( 174.7 )
Purchases of shares under stock-based compensation plans (219,039 shares) ( 6.9 ) ( 6.9 )
Change in accounting principle 8.1 ( 8.1 ) $ —
Balance at December 29, 2018 $ 107.6 $ 201.4 $ 1,169.7 $ ( 88.3 ) $ ( 404.4 ) $ 5.6 $ 991.6
Net earnings 128.5 0.4 128.9
Other comprehensive income (loss) ( 13.8 ) — ( 13.8 )
Shares issues, net of shares forfeited under stock incentive plans (38,655 shares) 0.1 ( 4.2 ) ( 4.1 )
Shares issued for stock options exercised, net (681,389 shares) 0.6 11.6 12.2
Stock-based compensation expense
24.5 24.5
Cash dividends declared ($0.40 per share) ( 34.9 ) ( 34.9 )
Issuance of treasury shares (7,460 shares) 0.1 0.2 0.3
Purchase of common stock for treasury (10,914,965 shares) ( 319.2 ) ( 319.2 )
Purchases of shares under stock-based compensation plans (368,326 shares) ( 12.8 ) ( 12.8 )
Capital contribution from noncontrolling interests 5.7 5.7
Balance at December 28, 2019 $ 108.3 $ 233.4 $ 1,263.3 $ ( 102.1 ) $ ( 736.2 ) $ 11.7 $ 778.4
See accompanying notes to consolidated financial statements.
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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity – continued
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 28, 2019 $ 108.3 $ 233.4 $ 1,263.3 $ ( 102.1 ) $ ( 736.2 ) $ 11.7 $ 778.4
Net loss ( 136.9 ) ( 1.7 ) ( 138.6 )
Other comprehensive loss ( 28.5 ) ( 0.2 ) ( 28.7 )
Shares issued, net of shares forfeited under stock incentive plans (1,497,478 shares) 1.5 ( 19.0 ) ( 17.5 )
Shares issued for stock options exercised, net (600,041 shares) 0.6 9.3 9.9
Stock-based compensation expense
28.9 28.9
Cash dividends declared ($0.40 per share) ( 33.1 ) ( 33.1 )
Issuance of treasury shares (5,479 shares) — 0.2 0.2
Purchase of common stock for treasury (877,624 shares) ( 21.0 ) ( 21.0 )
Purchases of shares under stock-based compensation plans (231,617 shares) ( 7.3 ) ( 7.3 )
Capital contribution from noncontrolling interests 1.8 1.8
Balance at January 2, 2021 $ 110.4 $ 252.6 $ 1,093.3 $ ( 130.6 ) $ ( 764.3 ) $ 11.6 $ 573.0
See accompanying notes to consolidated financial statements.
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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Fiscal Years 2020, 2019 and 2018
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 ® , Keds ® , Merrell ® , Saucony ® , Sperry ® , Stride Rite ® 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, and has a leathers division that markets Wolverine Performance Leathers™ .
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of Wolverine World Wide, Inc. and its majority-owned subsidiaries (collectively, the “Company”). All intercompany accounts and transactions have been eliminated in consolidation.
The COVID-19 pandemic, the duration and severity of which is subject to uncertainty, has had and continues to have, a significant impact on the Company's business. Management's estimates and assumptions used in the preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP take into account both current and expected potential future impacts of the COVID-19 pandemic on the Company’s business based on available information. Actual results may differ materially from management’s estimates.
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 2020 had 53 weeks, and fiscal years 2019 and 2018 each had 52 weeks.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers . Revenue is recognized upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration to be received in exchange for those goods or services. The Company identifies the performance obligation in the contract, determines the transaction price, allocates the transaction price to the performance obligations and recognizes revenue upon completion of the performance obligation.
Control of the Company's goods and services, and associated revenue, are transferred to customers at a point in time. The Company’s contract revenue consist of wholesale revenue and consumer-direct revenue. Wholesale revenue is recognized for products sourced by the Company when control transfers to the customer generally occurring upon the shipment or delivery of branded products to the customer. Consumer-direct includes eCommerce revenue that is recognized for products sourced by the Company when control transfers to the customer once the related goods have been shipped and retail store revenue recognized at time of sale. The shipment of goods, or point of purchase for retail store sales, was evaluated to best represent when control transfers based on the Company’s right of payment for the goods, the customer’s legal title to the asset, the transfer of physical possession and the customer having the risks and rewards of the goods.
Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Shipping and handling costs that are charged to and reimbursed by a customer are recognized as revenue, while the related expenses incurred by the Company are recorded as cost of goods sold. The Company has elected the practical expedient to treat shipping and handling activities that occur after control of the goods transfers to the customer as fulfillment activities.
Payment terms for the Company's revenue vary by sales channel. Standard credit terms apply to the Company's wholesale receivables, while payment is rendered at the time of sale within the consumer-direct channel. The timing of revenue recognition, billings and cash collections results in billed accounts receivable (contract assets), and customer advances (contract
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liabilities) on the consolidated balance sheets. Generally, billing occurs commensurate to revenue recognition resulting in contract assets. See Note 6 for additional information.
Cost of Goods Sold
Cost of goods sold includes the actual product costs, including inbound freight charges and certain outbound freight charges, purchasing, sourcing, inspection and receiving costs. Warehousing costs are included in selling, general and administrative expenses.
Advertising Costs
Advertising costs are expensed as incurred, except for certain materials that are expensed the first time that the advertising takes place. Advertising expenses were $ 135.6 million, $ 119.4 million and $ 120.8 million for fiscal years 2020, 2019 and 2018, respectively. Prepaid advertising totaled $ 1.2 million and $ 3.7 million as of January 2 , 2021 and December 28, 2019, respectively.
Cash Equivalents
Cash equivalents include highly liquid investments with an original maturity of three months or less. Cash equivalents are stated at cost, which approximates fair value.
Allowance for Credit Losses
The Company maintains an allowance for credit losses on accounts receivable that represents estimated losses resulting from its customers’ failure to make required payments. Company management evaluates the allowance for credit losses based on a review of current customer status and historical collection experience along with current and reasonable supportable forecasts of future economic conditions.
Inventories
The Company values its inventory at the lower of cost or net realizable value. Cost is determined by the LIFO method for certain domestic finished goods inventories. Cost is determined using the FIFO method for all raw materials, work-in-process and finished goods inventories in foreign countries and certain domestic finished goods inventories. The average cost of inventory is used for finished goods inventories of the Company’s consumer-direct business. The Company has applied these inventory cost valuation methods consistently from year to year.
The Company reduces the carrying value of its inventories to the lower of cost or net realizable value for excess or obsolete inventories based upon assumptions about future demand and market conditions. If the Company were to determine that the estimated realizable value of its inventory is less than the carrying value of such inventory, the Company would provide a reserve for such difference as a charge to cost of sales. If actual market conditions are different from those projected, adjustments to those inventory reserves may be required. The adjustments would increase or decrease the Company’s cost of sales and net income in the period in which they were realized or recorded. Inventory quantities are verified at various times throughout the year by performing physical inventory counts and subsequently comparing those results to perpetual inventory balances. If the Company determines that adjustments to the inventory quantities are appropriate, an adjustment to the Company’s cost of goods sold and inventory is recorded in the period in which such determination was made.
Property, Plant and Equipment
Property, plant and equipment are stated on the basis of cost and include expenditures for buildings, leasehold improvements, furniture and fixtures, material handling systems, equipment and computer hardware and software. Normal repairs and maintenance are expensed as incurred. Depreciation of property, plant and equipment is computed using the straight-line method. The depreciable lives range from 14 to 20 years for buildings, from 5 to 15 years for leasehold improvements, from 3 to 10 years for furniture, fixtures and equipment and from 3 to 5 years for software.
Deferred Financing Costs
Deferred financing costs represent commitment fees, legal and other third-party costs associated with obtaining commitments for financing that result in a closing of such financings for the Company. Deferred financing costs related to fixed term borrowings are recorded as a reduction of long-term debt in the consolidated balance sheet. Deferred financing costs related to revolving credit facilities are recorded as an other noncurrent asset in the consolidated balance sheet. These costs are amortized into earnings through interest expense over the terms of the respective agreements.
Goodwill and Other Intangibles
Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets of acquired businesses. Indefinite-lived intangibles include trademarks and trade names. Goodwill and intangible assets deemed to
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have indefinite lives are not amortized, but are subject to impairment tests at least annually. The Company reviews the carrying amounts of goodwill and indefinite-lived intangible assets by reporting unit at least annually, or when indicators of impairment are present, to determine if such assets may be impaired. The Company includes assumptions about expected future operating performance as part of a discounted cash flow analysis to estimate fair value. If the carrying value of these assets is not recoverable, based on the discounted cash flow analysis, management compares the fair value of the assets to the carrying value. Goodwill and indefinite-lived intangibles are considered impaired if the recorded value exceeds the fair value.
The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. The Company would not be required to quantitatively determine the fair value of the indefinite-lived intangible unless the Company determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value. Future cash flows of the individual indefinite-lived intangible assets are used to measure their fair value after consideration by management of certain assumptions, such as forecasted growth rates and cost of capital, which are derived from internal projections and operating plans.
The Company performs its annual testing for goodwill and indefinite-lived intangible asset impairment at the beginning of the fourth quarter of the fiscal year. See Note 4 for information related to the results of the Company's annual test.
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.
Environmental
The Company establishes a reserve for estimated environmental remediation costs based upon the evaluation of currently-available facts with respect to each individual affected site. The costs are recorded on an undiscounted basis when they are probable and reasonably estimable, generally no later than the completion of feasibility studies, the Company’s commitment to a plan of action, or approval by regulatory agencies. Liabilities for estimated costs of environmental remediation are based primarily upon third-party environmental studies, other internal analysis and the extent of the contamination and the nature of required remedial actions at each site. The Company records adjustments to the estimated costs if there are changes in the scope of the required remediation activity, extent of contamination, governmental regulations or remediation technologies. Environmental costs relating to existing conditions caused by past operations that do not contribute to current or future revenues are expensed as incurred.
Assets related to potential recoveries from other responsible parties are recognized when a definitive agreement is reached and collection of cash is realizable. Recoveries of covered losses under insurance policies are recognized only when realization of the claim is deemed realized or realizable.
Retirement Benefits
The determination of the obligation and expense for retirement benefits is dependent on the selection of certain actuarial assumptions used in calculating such amounts. These assumptions include, among others, the discount rate, expected long-term rate of return on plan assets, mortality rates and rates of increase in compensation. These assumptions are reviewed with the Company’s actuaries and updated annually based on relevant external and internal factors and information, including, but not limited to, long-term expected asset returns, rates of termination, regulatory requirements and plan changes. See Note 13 for additional information. The Company has elected to measure its defined benefit plan assets and obligations as of December 31 of each year, regardless of the Company's actual fiscal year end date, which is the Saturday nearest to December 31.
Income Taxes
The provision for income taxes is based on the geographic dispersion of the earnings reported in the consolidated financial statements. A deferred income tax asset or liability is determined by applying currently-enacted tax laws and rates to the cumulative temporary differences between the carrying values of assets and liabilities for financial statement and income tax purposes. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines it is more likely than not that the deferred tax assets will not be realized in the future, the valuation allowance adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination.
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The Company records an increase in liabilities for income tax accruals associated with tax benefits claimed on tax returns but not recognized for financial statement purposes (unrecognized tax benefits). In determining whether an uncertain tax position exists, the Company determines, based solely on its technical merits, whether the tax position is more likely than not to be sustained upon examination, and if so, a tax benef it is measured on a cumulative probability basis that is more likely than not to be realized upon the ultimate settlement. T he Company recognizes interest and penalties related to unrecognized tax benefits through interest expense and income tax expense, respectively.
Foreign Currency
For most of the Company’s international subsidiaries, the local currency is the functional currency. Assets and liabilities of these subsidiaries are translated into U.S. dollars at the year-end exchange rate. Operating statement amounts are translated at average exchange rates for each period. The cumulative translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Transaction gains and losses are included in the consolidated statements of operations and were not material for fiscal years 2020, 2019 and 2018.
2. NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board (“FASB”) issued the following ASUs that have been adopted by the Company during fiscal 2020. The following is a summary of the effect of adoption of these new standards.
Standard Description Effect on the Financial Statements or Other Significant Matters
ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
Seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date by replacing the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates.
The Company adopted ASU 2016-13 at the beginning of the first quarter on a prospective basis. The Company adjusted its business policies and processes relating to the measurement of allowances for credit losses to consider reasonable and supportable information to determine expected credit losses on accounts receivable. The adoption of the ASU did not have a material effect on the consolidated financial statements.
ASU 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Eliminates step two of the goodwill impairment test under legacy US GAAP. Annual and interim goodwill impairment tests are performed by comparing the fair value of a reporting unit with its carrying amount and the amount by which the carrying amount exceeds the reporting unit’s fair value will be recognized as an impairment charge. The Company adopted the ASU at the beginning of the first quarter on a prospective basis. The adoption of the ASU did not have a significant impact on the Company’s financial statements and all prospective impairment tests will be completed under this standard.
3. EARNINGS PER SHARE
The Company calculates earnings per share in accordance with FASB ASC Topic 260, Earnings Per Share (“ASC 260”). ASC 260 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. Under the guidance in ASC 260, the Company’s unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are participating securities and must be included in the computation of earnings per share pursuant to the two-class method.
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The following table sets forth the computation of basic and diluted earnings per share:
Fiscal Year
(In millions, except per share data) 2020 2019 2018
Numerator:
Net earnings (loss) attributable to Wolverine World Wide, Inc. $ ( 136.9 ) $ 128.5 $ 200.1
Less: net earnings attributed to participating share-based awards
( 0.8 ) ( 2.6 ) ( 7.5 )
Net earnings (loss) used to calculate basic earnings per share ( 137.7 ) 125.9 192.6
Adjustment for earnings reallocated to participating share-based awards — 0.1 1.8
Net earnings (loss) used to calculate diluted earnings per share $ ( 137.7 ) $ 126.0 $ 194.4
Denominator:
Weighted average shares outstanding
81.8 85.7 94.8
Adjustment for unvested restricted common stock
( 0.8 ) ( 0.6 ) ( 1.8 )
Shares used to calculate basic earnings per share
81.0 85.1 93.0
Effect of dilutive share-based awards
— 2.1 2.0
Shares used to calculate diluted earnings per share
81.0 87.2 95.0
Net earnings (loss) per share:
Basic
$ ( 1.70 ) $ 1.48 $ 2.07
Diluted
$ ( 1.70 ) $ 1.44 $ 2.05
For fiscal years 2020, 2019 and 2018, 1,179,088 , 133,505 and 25,230 outstanding stock options, respectively, have not been included in the denominator for the computation of diluted earnings per share because they were anti-dilutive.
The Company has 2,000,000 authorized shares of $ 1 par value preferred stock, none of which was issued or outstanding as of January 2 , 2021 or December 28, 2019. The Company has designated 150,000 shares of preferred stock as Series A junior participating preferred stock and 500,000 shares of preferred stock as Series B junior participating preferred stock for possible future issuance.
The Company repurchased $ 21.0 million, $ 319.2 million and $ 174.7 million of Company common stock in fiscal years 2020, 2019 and 2018, respectively, under stock repurchase plans. In addition to the stock repurchase program activity, the Company acquired $ 24.8 million, $ 16.9 million and $ 8.8 million of Company common stock in fiscal years 2020, 2019 and 2018, respectively, in connection with employee transactions related to stock incentive plans.
On February 11, 2019, the Company's Board of Directors approved a common stock repurchase program that authorizes the repurchase of an additional $ 400.0 million of common stock over a four year period incremental to amounts remaining under the previous repurchase program. The annual amount of stock repurchases is restricted under the terms of the Company's Credit Agreement.
4. GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill are as follows:
Fiscal Year
(In millions) 2020 2019
Goodwill balance at beginning of the year $ 438.9 $ 424.4
Acquisition of a business (see Note 19) — 12.0
Foreign currency translation effects 3.5 2.5
Goodwill balance at end of the year $ 442.4 $ 438.9
The Company did not recognize any goodwill impairment charges during fiscal years 2020, 2019 and 2018. The annual impairment testing indicated, for all reporting units tested quantitatively, that the fair values exceeded the respective carrying values. For the reporting units that the Company elected to test qualitatively, the Company concluded it to be more likely than not that their estimated fair values are greater than their respective carrying values.
The Company’s indefinite-lived intangible assets, which comprise trade names and trademarks, totaled $ 382.3 million and $ 604.5 million as of January 2 , 2021 and December 28, 2019, respectively. In the fourth quarter of fiscal 2020, after the completion of the annual impairment testing, the Company recognized a $ 222.2 million impairment charge for the Sperry ®
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trade name resulting from reductions in the future cash flow assumptions mainly due to the impact of the COVID-19 pandemic to the Sperry ® brand and an increase in the discount rate. The Sperry ® trade name was valued using the income approach, specifically the multi-period excess earnings method with the key assumptions used in the valuation being revenue growth, operating profit, and the discount rate. If the operating results for Sperry ® decline in future periods compared to current projections, the discount rate increases, increases in the assumed tax rate, or macroeconomic conditions deteriorate further due to the COVID-19 pandemic and adversely affect the value of the Company’s Sperry ® trade name balance, the Company may need to record additional non-cash impairment charges. The Company continues to monitor the effects of the COVID-19 pandemic, and actions taken by governments, businesses and individuals in response to the pandemic, on the global economy to assess the outlook for demand for the Company's products and the impact on the Company's business and financial performance. The carrying value of the Company’s Sperry ® trade name indefinite-lived intangible asset was $ 296.0 million as of January 2 , 2021.
Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives. The combined gross carrying values and accumulated amortization for these amortizable intangibles are as follows:
January 2 , 2021
(In millions) Gross carrying
value Accumulated
amortization Net Average remaining life (years)
Customer relationships $ 114.5 $ 44.9 $ 69.6 12
Other 18.7 15.3 3.4 3
Total $ 133.2 $ 60.2 $ 73.0
December 28, 2019
(In millions) Gross carrying
value Accumulated
amortization Net Average remaining life (years)
Customer relationships $ 113.3 $ 38.8 $ 74.5 13
Other 17.3 14.0 3.3 3
Total $ 130.6 $ 52.8 $ 77.8
Amortization expense for these amortizable intangible assets was $ 7.1 million, $ 8.6 million and $ 6.2 million for fiscal years 2020, 2019 and 2018, respectively. Estimated aggregate amortization expense for such intangibles for the fiscal years subsequent to January 2 , 2021 is as follows:
(In millions) 2021 2022 2023 2024 2025
Amortization expense $ 7.1 $ 6.8 $ 6.6 $ 6.3 $ 6.0
5. ACCOUNTS RECEIVABLE
The Company has an agreement with a financial institution to sell selected trade accounts receivable on a recurring, nonrecourse basis that expires in the fourth quarter of fiscal 2021. Under the agreement, up to $ 75.0 million of accounts receivable may be sold to the financial institution and remain outstanding at any point in time. After the sale, the Company does not retain any interests in the accounts receivable and removes them from its consolidated balance sheet, but continues to service and collect the outstanding accounts receivable on behalf of the financial institution. The Company recognizes a servicing asset or servicing liability, initially measured at fair value, each time it undertakes an obligation to service the accounts receivable under the agreement. The fair value of this obligation resulted in a nominal servicing liability for all periods presented. For receivables sold under the agreement, 90 % of the stated amount is paid for in cash to the Company at the time of sale, with the remainder paid to the Company at the completion of the collection process.
The following is a summary of the stated amount of accounts receivable that was sold as well as fees charged by the financial institution.
Fiscal Year
(In millions) 2020 2019 2018
Accounts receivable sold
$ 14.1 $ 42.7 $ 264.3
Fees charged
0.1 0.2 1.3
The fees are recorded in the other expense (income), net line item on the consolidated statements of operations. Net proceeds of this program are classified in operating activities in the consolidated statements of cash flows. The amounts outstanding under this program were $ 0.0 million and $ 33.9 million as of January 2 , 2021 and December 28, 2019, respectively.
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6. REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue Recognition and Performance Obligations
The Company has agreements to license symbolic intellectual property with minimum guarantees or fixed consideration. The Company is due $ 26.4 million of remaining fixed transaction price under its license agreements as of January 2 , 2021, which it expects to recognize per the terms of its contracts over the course of time through December 2024 . The Company has elected to omit the remaining variable consideration under its license agreements given the Company recognizes revenue equal to what it has the right to invoice and that amount corresponds directly with the value to the customer of the Company’s performance to date.
The Company provides disaggregated revenue for the wholesale and consumer-direct sales channels, which are reconciled to the Company’s reportable segments. The wholesale channel includes royalty revenues, which operates in a similar manner as other wholesale revenues due to similar oversight and management, customer base, the performance obligation (footwear and apparel goods) and point in time completion of the performance obligation.
Fiscal Year
(in millions) 2020 2019 2018
Wolverine Michigan Group:
Wholesale $ 814.2 $ 1,134.9 $ 1,129.2
Consumer-direct 236.8 164.8 143.0
Total 1,051.0 1,299.7 1,272.2
Wolverine Boston Group:
Wholesale 508.9 743.4 762.0
Consumer-direct 187.1 167.5 133.5
Total 696.0 910.9 895.5
Other:
Wholesale 40.5 57.9 64.1
Consumer-direct 3.6 5.2 7.4
Total 44.1 63.1 71.5
Total revenue $ 1,791.1 $ 2,273.7 $ 2,239.2
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, the revenue recognized by the Company, net of 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 fiscal years 2020 and 2019, related to the Company’s contract liabilities, was nominal.
The Company’s contract balances are as follows:
(In millions) January 2 ,
2021 December 28,
2019
Product returns reserve $ 15.6 $ 11.4
Customer markdowns reserve 3.7 4.4
Other sales incentives reserve 6.0 2.3
Customer rebates liability 13.4 12.0
Customer advances liability 8.2 7.2
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
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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.
Product Returns
Consistent with industry practice, the Company offers limited product return rights for various return scenarios. The Company estimates the amount of product sales that may be returned by customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized, and a reduction to trade receivables, net on the consolidated balance sheets. The Company believes there is sufficient current and historical information to record an estimate of the expected value of product returns although actual returns could differ from recorded amounts.
Customer Markdowns
Markdowns represent the estimated reserve resulting from commitments to sell products to the Company’s customers at prices lower than the list prices charged to customers who directly purchase the product from the Company. Customers charge the Company for the difference between what they pay for the product and the ultimate selling price to the end consumer. The reserve is established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and a reduction to trade receivables, net on the consolidated balance sheets.
Other Sales Incentives
The Company accrues for other customer allowances for certain customers that purchase required volumes or meet other criteria. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and a reduction to trade receivables, net on the consolidated balance sheets depending on the nature of the item.
Customer Rebates
The Company accrues for customer rebates related to customers who purchase required volumes or meet other criteria. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and an establishment of a current liability on the consolidated balance sheets.
Customer Advances
The Company recognizes a liability for amounts received from customers before revenue is recognized. Customer advances are recognized as a current liability on the consolidated balance sheets.
7. INVENTORIES
The Company used the LIFO method to value inventories of $ 35.6 million and $ 81.2 million at January 2 , 2021 and December 28, 2019, respectively. During fiscal years 2020 and 2019, a reduction in inventory quantities resulted in a liquidation of applicable LIFO inventory quantities carried at lower costs in prior years. This LIFO liquidation decreased cost of goods sold by $ 3.9 million and $ 0.4 million, respectively. If the FIFO method had been used, inventories would have been $ 7.5 million and $ 11.4 million higher than reported at January 2 , 2021 and December 28, 2019, respectively.
8. DEBT
Total debt consists of the following obligations:
(In millions) January 2 ,
2021 December 28,
2019
Term Loan A, due December 6, 2023 $ 180.0 $ 192.5
Senior Notes, 5.000% interest, due September 1, 2026 250.0 250.0
Senior Notes, 6.375% interest, due May 15, 2025 300.0 —
Borrowings under revolving credit agreements — 360.0
Unamortized deferred financing costs ( 7.5 ) ( 4.1 )
Total debt $ 722.5 $ 798.4
On May 5, 2020, the Company entered into a Second Amendment (the “Amendment”) which amended its senior credit facility, which had previously been amended and restated as of December 6, 2018 (as so amended by the Amendment, the “Amended Senior Credit Facility”). In connection with the Amendment, the Company borrowed $ 171.0 million in aggregate principal amount of an incremental term loan (the “Incremental Term Loan”). The Incremental Term Loan was fully repaid by the end of fiscal 2020.
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The Amended Senior Credit Facility also includes a $ 200.0 million term loan facility (“Term Loan A”) and an $ 800.0 million Revolving Credit Facility, both with maturity dates of December 6, 2023, that remain unchanged as a result of the Amendment. The Amended Senior Credit Facility’s debt capacity is limited to an aggregate debt amount (including outstanding term loan principal and revolver commitment amounts in addition to permitted incremental debt) not to exceed $ 1,750.0 million, unless certain specified conditions set forth in the Credit Agreement are met. Term Loan A requires quarterly principal payments with a balloon payment due on December 6, 2023. The scheduled principal payments due over the next 12 months total $ 10.0 million as of January 2 , 2021 and are recorded as current maturities of long-term debt on the consolidated balance sheets.
The Revolving Credit Facility allows the Company to borrow up to an aggregate amount of $ 800.0 million, which includes a $ 200.0 million foreign currency subfacility under which borrowings may be made, subject to certain conditions, in Canadian dollars, British pounds, euros, Hong Kong dollars, Swedish kronor, Swiss francs and such additional currencies as are determined in accordance with the Credit Agreement. The Revolving Credit Facility also includes a $ 50.0 million swingline subfacility and a $ 50.0 million letter of credit subfacility. The Company also had outstanding letters of credit under the Revolving Credit Facility of $ 6.1 million and $ 5.7 million as of January 2 , 2021 and December 28, 2019, respectively. These outstanding borrowings and letters of credit reduce the borrowing capacity under the Revolving Credit Facility.
The interest rates applicable to amounts outstanding under Term Loan A and to U.S. dollar denominated amounts outstanding under the Revolving Credit Facility will be, at the Company’s option, either (1) the Alternate Base Rate plus an Applicable Margin as determined by the Company’s Consolidated Leverage Ratio, within a range of 0.125 % 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 January 2 , 2021, Term Loan A had weighted-average interest rate of 2.00 %.
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 Amended Senior Credit Facility also contains certain affirmative and negative covenants, including covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things: incur or guarantee indebtedness; incur liens; pay dividends or repurchase stock; enter into transactions with affiliates; consummate asset sales, acquisitions or mergers; prepay certain other indebtedness; or make investments, as well as covenants restricting the activities of certain foreign subsidiaries of the Company that hold intellectual property related assets. Further, the Amended Senior Credit Facility requires 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 Amended Senior Credit Facility). As of January 2 , 2021, the Company was in compliance with all covenants and performance ratios under the Amended Senior Credit Facility.
On May 11, 2020 the Company issued $ 300.0 million aggregate principal amount of 6.375 % senior notes due on May 15, 2025. Related interest payments are due semi-annually beginning on November 15, 2020. These senior notes are guaranteed by substantially all of the Company’s domestic subsidiaries
The Company has $ 250.0 million of senior notes outstanding that are due on September 1, 2026. These senior notes bear interest at 5.00 % and 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 borrowing s of $ 4.0 million that are un committed and, therefore, each borrowing against the facility is subject to approval by the lender. As of January 2 , 2021 and December 28, 2019, there were no borrowings against this credit facility.
The Company included in interest expense the amortization of deferred financing costs of $ 2.7 million, $ 1.6 million, and $ 2.8 million in fiscal years 2020, 2019 and 2018, respectively.
Annual maturities of debt for the fiscal years subsequent to January 2 , 2021 are as follows:
(In millions) 2021 2022 2023 2024 2025 Thereafter
Annual maturities of debt
$ 10.0 $ 10.0 $ 160.0 $ — $ 300.0 $ 250.0
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9. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
(In millions) January 2 ,
2021 December 28, 2019
Land $ 3.9 $ 3.9
Buildings and leasehold improvements 119.6 123.2
Furniture, fixtures and equipment 135.1 136.8
Software 63.2 61.1
Gross cost 321.8 325.0
Less: accumulated depreciation 197.2 184.0
Property, plant and equipment, net $ 124.6 $ 141.0
Depreciation expense was $ 25.7 million, $ 24.1 million and $ 25.3 million for fiscal years 2020, 2019 and 2018, respectively.
10. LEASES
Description of Leases
The Company’s leases consist primarily of corporate offices, retail stores, distribution centers, showrooms, vehicles and office equipment. The Company leases assets in the normal course of business to meet its current and future needs while providing flexibility to its operations. The Company enters into contracts with third parties to lease specifically identified assets. Most of the Company’s leases have contractually specified renewal periods. Most retail store leases have early termination clauses that the Company can elect if stipulated sales amounts are not achieved. The Company determines the lease term for each lease based on the terms of each contract and factors in renewal and early termination options if such options are reasonably certain to be exercised.
In response to the COVID-19 pandemic and the effect the pandemic had on the Company’s leased properties, the Company has been actively seeking rent relief from its landlords. The Company considered the FASB staff guidance issued in April 2020 in relation to accounting for lease concessions made in connection with the effects of the COVID-19 pandemic and elected to apply the temporary practical expedient to account for rent deferrals and abatements as though the enforceable rights and obligations existed in each contract. Depending on the timing of the future payments, amounts deferred and payable in future periods have been included in “Other accrued liabilities” and “Other liabilities” on the Company’s condensed consolidated balance sheets. The Company continued to recognize lease expense on a straight-line basis for its leases over the related lease terms.
Accounting for Leases
Under FASB ASC Topic 842, Leases , the Company has elected the practical expedient to account for lease components and nonlease components associated with individual leases as a single lease component for all of its leases. In addition, the Company has elected to account for multiple lease components as a single lease component. The Company’s leases may include variable lease costs such as payments based on changes to an index, payments based on a percentage of retail store sales, and maintenance, utilities, shared marketing or other service costs that are paid directly to the lessor under terms of the lease. The Company recognizes variable lease payments when the amounts are incurred and determinable. The Company has elected to account for leases of less than one year as short-term leases and accordingly does not recognize a right-of-use asset or lease liability for these leases. The Company recognizes rent expense on a straight-line basis over the lease term.
The Company subleases certain portions of leased offices and distribution centers that exceed the Company’s current operational needs. Since the Company utilizes the majority of the leased space and retains the obligation to the lessor, the underlying leases continue to be accounted for as operating leases. Sublease income is recognized on a straight-line basis over the term of the sublease, and beginning in fiscal 2019, is recognized in other expense (income), net on the consolidated statements of operations.
The Company recognizes a lease liability in current and noncurrent liabilities equal to the present value of the fixed future lease payments using an incremental borrowing rate as of the commencement date of each lease. The incremental borrowing rate is based on an interest rate that the Company would normally pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments. The weighted-average discount rate for operating leases as of January 2 , 2021 is 5.2 %. The Company also recognizes a right-of-use asset, which is equal to the lease liability as of January 2 , 2021 adjusted for the remaining balance of accrued rent and unamortized lease incentives.
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The following is a summary of the Company’s lease cost.
Fiscal Year
(In millions) 2020 2019
Operating lease cost $ 34.1 $ 32.6
Variable lease cost 12.3 14.5
Short-term lease cost 1.2 1.2
Sublease income ( 4.8 ) ( 4.0 )
Total lease cost $ 42.8 $ 44.3
The weighted-average remaining lease term for operating leases as of January 2 , 2021 is 9.5 years. Future undiscounted cash flows for operating leases for the fiscal periods subsequent to January 2 , 2021 are as follows:
(In millions) Operating Leases
2021 $ 33.9
2022 29.5
2023 21.7
2024 18.3
2025 17.5
Thereafter 90.2
Total future payments 211.1
Less: imputed interest 46.8
Recognized lease liability $ 164.3
The Company made cash payments of $ 28.6 million and $ 33.2 million for operating lease liabilities during fiscal 2020 and 2019, respectively. The Company entered into new or amended leases that resulted in the noncash recognition of right-of-use assets and lease liabilities of $ 6.0 million and $ 26.8 million during fiscal 2020 and 2019, respectively. The Company did not enter into any real estate leases with commencement dates subsequent to January 2 , 2021.
Rental expense under all operating leases, under the previous lease standard ASC 840 and consisting primarily of minimum rentals, totaled $ 32.0 million in fiscal year 2018. The Company recognized sublease income of $ 2.8 million in fiscal year 2018.
11. DERIVATIVE FINANCIAL INSTRUMENTS
The Company follows ASC 815, which requires that all derivative instruments be recorded on the consolidated balance sheets at fair value by establishing criteria for designation and effectiveness of hedging relationships. The Company does not hold or issue financial instruments for trading purposes.
The Company utilizes foreign currency forward exchange contracts 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 and 545 days as of January 2 , 2021 and December 28, 2019, respectively. When 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. During fiscal 2020 and 2019, the Company reclassified $ 0.6 million and $ 1.2 million respectively, to other income for foreign currency derivatives that were no longer deemed highly effective.
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 had an interest rate swap arrangement to mitigate interest volatility with regard to variable rate borrowings under the Amended Senior Credit Facility. The interest rate swap exchanged floating rate for fixed rate interest payments without the exchange of the underlying notional amounts, and had been designated as cash flow hedge of the underlying debt. The arrangement was terminated, effective December 29, 2020, in association with the repayment of the Incremental Term Loan. The fair value of the swap at the termination date of $ 7.3 million was required to be paid in full. Consequently, unrealized losses of $ 4.9 million in accumulated other comprehensive income that were associated with variable rate debt interest
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payments that were no longer probable were reclassified to “Debt extinguishment, interest rate swap termination, and other costs“ in the accompanying consolidated statement of operations.
The Company has a cross currency swap to minimize the impact of exchange rate fluctuations. The hedging instrument, which, unless otherwise terminated, will mature on September 1, 2021 , has been designated as a hedge of a net investment in a foreign operation. The Company will pay 2.75 % on the euro-denominated notional amount and receive 5.00 % on the U.S. dollar notional amount, with an exchange of principal at maturity. Changes in fair value related to movements in the foreign currency exchange spot rate are recorded in accumulated other comprehensive income, offsetting the currency translation adjustment related to the underlying net investment that is also recorded in accumulated other comprehensive income. All other changes in fair value are recorded in interest expense. In accordance with ASC 815, the Company has formally documented the relationship between the cross-currency swap and the Company’s investment in its euro-denominated subsidiary, as well as its risk management objective and strategy for undertaking the hedge transaction. This process included linking the derivative to its net investment on the balance sheet. The Company also assessed at the hedge’s inception, and continues to assess on an ongoing basis, whether the derivative used in the hedging transaction is highly effective in offsetting changes in the net investment in the foreign operations.
The notional amounts of the Company’s derivative instruments are as follows:
(Dollars in millions) January 2 ,
2021 December 28, 2019
Foreign exchange contracts:
Hedge contracts $ 250.7 $ 246.3
Non-hedge contracts — 7.3
Interest rate swap — 355.8
Cross currency swap 79.8 79.8
The recorded fair values of the Company’s derivative instruments are as follows:
(In millions) January 2 ,
2021 December 28, 2019
Financial assets:
Foreign exchange contracts - hedge $ — $ 2.3
Financial liabilities:
Foreign exchange contracts - hedge $ ( 8.8 ) $ ( 1.8 )
Interest rate swap — ( 1.8 )
Cross currency swap ( 10.8 ) ( 3.0 )
12. STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock Compensation . The Company recognized compensation expense of $ 28.9 million, $ 24.5 million and $ 31.2 million and related income tax benefits of $ 5.6 million, $ 4.8 million and $ 6.4 million for grants under its stock-based compensation plans in the statements of operations for fiscal years 2020, 2019 and 2018, respectively. The Company generally grants restricted stock or units (“Restricted Awards”), performance-based restricted stock or units (“Performance Awards”) and stock options under its stock-based compensation plans.
As of January 2 , 2021, the Company had 6,060,880 stock incentive units (stock options, stock appreciation rights, restricted stock, restricted stock units and common stock) available for issuance under the Stock Incentive Plan of 2016, as amended and restated ("Stock Plan"). Each stock option or stock appreciation right granted counts as 1.0 stock incentive unit. Stock options granted under the Stock Plan have an exercise price equal to the fair market value of the underlying stock on the grant date, expire no later than ten years from the grant date and generally vest over three years . All other awards granted, including Restricted Awards and Performance Awards, count as 2.6 stock incentive units for each share, restricted share or restricted stock unit granted. Restricted Awards issued under the Stock Plan are subject to certain restrictions, including a prohibition against any sale, transfer or other disposition by the officer or employee during the vesting period (except for certain transfers for estate planning purposes for certain officers), and a requirement to forfeit all or a certain portion of the award upon certain terminations of employment. These restrictions typically lapse over a three- to four-year period from the date of the award. The Company has elected to recognize expense for these stock-based incentive plans ratably over the vesting term on a straight-line basis. Certain option and restricted awards provide for accelerated vesting under various scenarios, including retirement, death and disability, and upon a change in control of the Company. Awards issued to employees that meet the specified retirement
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age and service requirements are vested upon the employee's retirement in accordance with plan provisions and the applicable award agreements issued under the Stock Plan. The Company issues shares to plan participants upon exercise or vesting of stock-based incentive awards from either authorized, but unissued shares or treasury shares.
The Board of Directors awards an annual grant of Performance Awards to certain plan participants. The number of Performance Awards that will be earned (and eligible to vest) during the performance period will depend on the Company’s level of success in achieving two specifically identified performance targets. Any portion of the Performance Awards that are not earned by the end of the three-year measurement period will be forfeited. The final determination of the number of Performance Awards to be issued in respect to an award is determined by the Compensation Committee of the Company’s Board of Directors.
Restricted Awards and Performance Awards
A summary of the unvested Restricted Awards and Performance Awards is as follows:
Restricted
Awards Weighted-
Average
Grant Date
Fair Value Performance
Awards Weighted-
Average
Grant Date
Fair Value
Unvested at December 30, 2017 2,025,072 $ 21.70 1,690,668 $ 21.54
Granted 609,276 31.81 384,657 35.10
Vested ( 560,263 ) 22.93 ( 229,023 ) 26.64
Forfeited ( 153,712 ) 23.81 ( 215,284 ) 26.18
Unvested at December 29, 2018 1,920,373 $ 24.38 1,631,018 $ 23.42
Granted 554,092 34.73 370,830 37.10
Vested ( 681,938 ) 24.63 ( 654,021 ) 17.46
Forfeited ( 173,611 ) 28.47 ( 220,725 ) 19.74
Unvested at December 28, 2019 1,618,916 $ 27.36 1,127,102 $ 31.94
Granted 1,416,117 22.59 455,207 34.00
Vested ( 1,122,811 ) 22.07 ( 451,334 ) 23.51
Forfeited ( 268,205 ) 29.67 ( 125,653 ) 35.91
Unvested at January 2, 2021 1,644,017 $ 26.39 1,005,322 $ 35.25
As of January 2 , 2021, there was $ 18.5 million of unrecognized compensation expense related to unvested Restricted Awards, which is expected to be recognized over a weighted-avera ge period of 1.5 years. The total fair value of Restricted Awards vested during the year ended January 2 , 2021 was $ 35.0 million. As of December 28, 2019, there was $ 19.9 million of unrecognized compensation expense related to unvested Restricted Awards, which was expected to be recognized over a weighted-average period of 1.5 years. The total fair value of Restricted Awards vested during the year ended December 28, 2019 was $ 23.7 million. As of December 29, 2018, there was $ 20.2 million of unrecognized compensation expense related to unvested Restricted Awards, which was expected to be recognized over a weighted-average period of 1.6 years. The total fair value of Restricted Awards vested during the year ended December 29, 2018 was $ 17.4 million.
As of January 2 , 2021, there was $ 1.4 million of unrecognized compensation expense related to unvested Performance Awards, which is expected to be recognized over a weighted-average period of 1.4 years. The total fair value of Performance Awards vested during the year ended January 2 , 2021 was $ 28.0 million. As of December 28, 2019, there was $ 4.5 million of unrecognized compensation expense related to unvested Performance Awards, which was expected to be recognized over a weighted-average period of 1.1 years. The total fair value of Performance Awards vested during the year ended December 28, 2019 was $ 22.8 million. As of December 29, 2018, there was $ 19.0 million of unrecognized compensation expense related to unvested Performance Awards, which was expected to be recognized over a weig hted-average period of 1.7 years. The total fair value of Performance Awards vested during the year ended December 29, 2018 was $ 7.3 million.
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Stock Options
The Company estimated the fair value of employee stock options on the date of grant using the Black-Scholes-Merton formula. The estimated weighted-average fair value for each option granted was $ 8.20 , $ 9.07 and $ 8.20 per share for fiscal years 2020, 2019 and 2018, respectively, with the following weighted-average assumptions.
Fiscal Year
2020 2019 2018
Expected market price volatility (1)
31.2 % 29.6 % 29.6 %
Risk-free interest rate (2)
1.5 % 2.5 % 2.5 %
Dividend yield (3)
1.2 % 1.0 % 0.8 %
Expected term (4)
4 years 4 years 4 years
(1) Based on historical volatility of the Company’s common stock. The expected volatility is based on the daily percentage change in the price of the stock over the four years prior to the grant.
(2) Represents the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant .
(3) Represents the Company’s estimated cash dividend yield for the expected term.
(4) Represents the period of time that options granted are expected to be outstanding. As part of the determination of the expected term, the Company concluded that all employee groups exhibit similar exercise and post-vesting termination behavior.
A summary of the stock option transactions is as follows:
Shares Under Option Weighted-Average Exercise Price Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value
(In millions)
Outstanding at December 30, 2017 6,089,664 $ 20.05 5.8 $ 72.1
Granted 28,171 31.85
Exercised ( 1,359,387 ) 17.69
Canceled ( 56,446 ) 17.12
Outstanding at December 29, 2018 4,702,002 $ 20.83 5.2 $ 54.5
Granted 25,471 34.81
Exercised ( 681,389 ) 17.87
Canceled ( 12,977 ) 23.97
Outstanding at December 28, 2019 4,033,107 $ 21.41 4.4 $ 49.8
Granted 28,171 32.85
Exercised ( 788,883 ) 18.39
Canceled ( 12,990 ) 25.39
Outstanding at January 2, 2021 3,259,405 $ 22.22 3.9 $ 29.7
Unvested at January 2, 2021 ( 54,541 )
Exercisable at January 2, 2021 3,204,864 $ 22.03 3.8 $ 29.7
The total pretax intrinsic value of stock options exercised during fiscal years 2020, 2019 and 2018 was $ 9.3 million, $ 10.7 million and $ 21.2 million, respectively. As of January 2 , 2021, there was $ 0.1 million of unrecognized compensation expense related to stock option grants expected to be recognized over a weighted-average period of 0.9 years. As of December 28, 2019 and December 29, 2018, there was $ 0.2 million and $ 0.4 million, respectively, of unrecognized compensation expense related to stock option awards expected to be recognized over a weighted-average period of 1.4 years and 0.8 years, respectively.
The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price as of each fiscal year end, which would have been received by the option holders had all option holders exercised options, where the market price o f the Company's stock was above the strike price ("in-the-money"), as of that date. The total number of in-the-money options exercisable as of January 2 , 2021, based on the Company’s closing stock price of $ 31.25 per share, was 3,096,685 and the weighted-average exercise price was $ 21.66 per share . As of December 28, 2019, 3,974,757 outstanding options were exercisable and in-the-money, with a weighted-average exercise price of $ 21.29 per share.
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13. RETIREMENT PLANS
The Company has two non-contributory, defined benefit pension plans that provide retirement benefits to less than half of its domestic employees. The Company’s principal defined benefit pension plan, which is closed to new participants, provides benefits based on the employee’s years of service and final average earnings. The second plan is closed to new participants and no longer accrue future benefits.
The Company has a Supplemental Executive Retirement Plan (the “SERP”) for certain current and former employees that entitles a participating employee to receive payments from the Company following retirement based on the employee’s years of service and final average earnings (as defined in the SERP). Under the SERP, the employees can elect early retirement with a corresponding reduction in benefits. The Company also has individual deferred compensation agreements with certain former employees that entitle those employees to receive payments from the Company following retirement, generally for the duration of their lives. The Company maintains life insurance policies with a cash surrender value of $ 44.0 million at January 2 , 2021 and $ 66.8 million at December 28, 2019 that are intended to partially fund deferred compensation benefits under the SERP and deferred compensation agreements.
The Company has two defined contribution 401(k) plans covering substantially all domestic employees that provide for discretionary Company contributions based on the amount of participant deferrals. The Company recognized expense for its contributions to the defined contribution plans of $ 4.2 million, $ 5.2 million and $ 4.5 million in fiscal years 2020, 2019 and 2018, respectively.
The Company also has certain defined contribution plans at foreign subsidiaries. Contributions to these plans were $ 1.3 million, $ 1.1 million and $ 1.1 million in fiscal years 2020, 2019 and 2018, respectively. The Company also has a benefit plan at a foreign location that provides for retirement benefits based on years of service. The obligation recorded under this plan was $ 1.0 million at January 2 , 2021 and $ 0.9 million at December 28, 2019 and was recognized as a deferred compensation liability on the consolidated balance sheets.
The following summarizes the status of and changes in the Company’s assets and related obligations for its pension plans (which include the Company’s defined benefit pension plans and the SERP) for the fiscal years 2020 and 2019:
Fiscal Year
(In millions) 2020 2019
Change in projected benefit obligations:
Projected benefit obligations at beginning of the year
$ 401.0 $ 348.8
Service cost pertaining to benefits earned during the year
6.4 5.5
Interest cost on projected benefit obligations
14.2 15.2
Actuarial losses 48.1 45.4
Benefits paid to plan participants
( 13.9 ) ( 13.9 )
Projected benefit obligations at end of the year
$ 455.8 $ 401.0
Change in fair value of pension assets:
Fair value of pension assets at beginning of the year
$ 287.6 $ 254.4
Actual return on plan assets 28.8 44.7
Company contributions - SERP
2.5 2.4
Benefits paid to plan participants
( 13.9 ) ( 13.9 )
Fair value of pension assets at end of the year
$ 305.0 $ 287.6
Funded status
$ ( 150.8 ) $ ( 113.4 )
Amounts recognized in the consolidated balance sheets:
Current liabilities
$ ( 3.8 ) $ ( 3.7 )
Noncurrent liabilities
( 147.0 ) ( 109.7 )
Net amount recognized
$ ( 150.8 ) $ ( 113.4 )
Funded status of pension plans and SERP (supplemental):
Funded status of qualified defined benefit plans and SERP
$ ( 150.8 ) $ ( 113.4 )
Nonqualified trust assets (cash surrender value of life insurance) recorded in other assets and intended to satisfy the projected benefit obligation of unfunded SERP obligations 36.6 59.6
Net funded status of pension plans and SERP (supplemental)
$ ( 114.2 ) $ ( 53.8 )
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Unrecognized net actuarial loss recognized in accumulated other comprehensive income was $ 92.8 million and $ 61.4 million, and amounts net of tax were $ 73.5 million and $ 48.7 million, as of January 2 , 2021 and December 28, 2019, respectively. The accumulated benefit obligations for all defined benefit pension plans and the SERP were $ 430.2 million at January 2 , 2021 and $ 378.4 million at December 28, 2019 . The increase in benefit obligation for fiscal 2020 was the result of actuarial losses caused by changes to the discount rate. The actuarial loss included in accumulated other comprehensive loss and expected to be recognized in net periodic pension expense during fiscal 2021 is $ 13.8 million.
The following is a summary of net pension and SERP expense recognized by the Company:
Fiscal Year
(In millions) 2020 2019 2018
Service cost pertaining to benefits earned during the year $ 6.4 $ 5.5 $ 6.3
Interest cost on projected benefit obligations 14.2 15.2 16.5
Expected return on pension assets ( 18.7 ) ( 17.7 ) ( 21.5 )
Net amortization loss 6.6 2.6 3.3
Settlement loss — — 7.2
Net pension expense $ 8.5 $ 5.6 $ 11.8
Less: SERP expense 5.2 5.4 5.5
Qualified defined benefit pension plans expense $ 3.3 $ 0.2 $ 6.3
During fiscal 2018, the Company completed a pension annuity purchase, which settled $ 66.6 million of projected benefit obligations. The Company recognized a settlement loss of $ 7.2 million due to the annuity purchase.
The weighted-average actuarial assumptions used to determine the benefit obligation amounts and the net periodic benefit cost for the Company’s pension and post-retirement plans are as follows:
Fiscal Year
2020 2019
Weighted-average assumptions used to determine benefit obligations at fiscal year-end:
Discount rate
2.85 % 3.60 %
Rate of compensation increase - pension
4.18 % 4.23 %
Rate of compensation increase - SERP
7.00 % 7.00 %
Weighted average assumptions used to determine net periodic benefit cost for the years ended:
Discount rate
3.60 % 4.46 %
Expected long-term rate of return on plan assets
6.75 % 6.75 %
Rate of compensation increase - pension
4.23 % 3.82 %
Rate of compensation increase - SERP
7.00 % 7.00 %
Unrecognized net actuarial losses exceeding certain corridors are amortized over one of two amortization periods, based on each plan's election. The amortization period is either a five-year period, unless the minimum amortization method based on average remaining service periods produces a higher amortization; or, over the average remaining service period of participants expected to receive benefits. The Company utilizes a bond matching calculation to determine the discount rate. A hypothetical bond portfolio is created based on a presumed purchase of high-quality corporate bonds with maturities that match the plan’s expected future cash outflows. The discount rate is the resulting yield of the hypothetical bond portfolio. The discount rate is used in the calculation of the year-end pension liability and the service and interest cost for the subsequent year.
The long-term rate of return is based on overall market expectations for a balanced portfolio with an asset mix similar to the Company’s, utilizing historic returns for broad market and fixed income indices. The Company’s investment policy for plan assets uses a blended approach of U.S. and foreign equities combined with U.S. fixed income investments. The target investment allocations as of January 2 , 2021 were 57 % in equity securities, 38 % in fixed income securities and 5 % in real estate investments. Within the equity and fixed income classifications, the investments are diversified. The Company’s asset
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allocations by asset category and fair value measurement are as follows:
January 2 , 2021 December 28, 2019
(In millions) Total % of Total Total % of Total
Equity securities $ 173.3 1
56.8 % $ 162.2 1
56.4 %
Fixed income securities 112.7 1
37.0 % 106.2 1
36.9 %
Real estate investments 16.7 1
5.5 % 16.9 1
5.9 %
Other 2.3 2
0.7 % 2.3 2
0.8 %
Fair value of plan assets $ 305.0 100.0 % $ 287.6 100.0 %
1 In accordance with ASC 820, Fair Value Measurement (“ASC 820”), certain investments are measured at fair value using the net asset value per share as a practical expedient. These assets have not been classified in the fair value hierarchy.
2 In accordance with ASC 820, investments have been measured using valuation techniques in which one or more significant inputs are unobservable (Level 3). See Note 16 for additional information.
The Company does not expect to make any contributions to its qualified defined benefit pension plans in fiscal 2021 and expects to make $ 3.8 million in contributions to the SERP in fiscal 2021.
Expected benefit payments for the fiscal years subsequent to January 2 , 2021 are as follows:
(In millions) 2021 2022 2023 2024 2025 2026-2030
Expected benefit payments $ 16.4 $ 17.1 $ 17.8 $ 18.6 $ 19.3 $ 105.7
14. INCOME TAXES
The geographic components of earnings (loss) before income taxes are as follows:
Fiscal Year
(In millions) 2020 2019 2018
United States $ ( 218.6 ) $ 79.3 $ 159.2
Foreign 34.5 66.6 68.2
Earnings (loss) before income taxes $ ( 184.1 ) $ 145.9 $ 227.4
The provisions for income tax expense (benefit) consist of the following:
Fiscal Year
(In millions) 2020 2019 2018
Current expense:
Federal $ 0.7 $ 10.6 $ 6.7
State 0.6 0.5 2.4
Foreign 8.3 12.5 10.9
Deferred expense (credit):
Federal ( 51.6 ) ( 5.8 ) 2.1
State ( 4.4 ) ( 2.0 ) 3.3
Foreign 0.9 1.2 1.7
Income tax provision $ ( 45.5 ) $ 17.0 $ 27.1
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A reconciliation of the Company’s total income tax expense and the amount computed by applying the statutory federal income tax rate to earnings before income taxes is as follows:
Fiscal Year
(In millions) 2020 2019 2018
Income taxes at U.S. statutory rate of 21% $ ( 38.7 ) $ 30.6 $ 47.7
State income taxes, net of federal income tax ( 8.1 ) 0.5 2.8
Foreign earnings taxed at rates different from the U.S. statutory rate:
Hong Kong ( 3.3 ) ( 8.5 ) ( 10.8 )
Other 1.2 2.8 ( 3.1 )
Adjustments for uncertain tax positions ( 1.4 ) ( 1.0 ) ( 1.4 )
Change in valuation allowance 4.7 ( 0.2 ) 3.3
Change in state tax rates — ( 1.5 ) 1.9
Global Intangible Low Tax Income tax 2.5 2.1 3.7
Foreign Derived Intangible Income tax benefit ( 1.6 ) ( 4.4 ) ( 6.8 )
Non-deductible executive compensation 1.6 2.0 0.9
Permanent adjustments related to employee share based compensation ( 4.6 ) ( 5.1 ) ( 3.8 )
Deferred tax on future cash dividends 1.0 0.6 ( 0.9 )
Other Permanent adjustments and non-deductible expenses 1.0 ( 0.6 ) ( 6.7 )
Other 0.2 ( 0.3 ) 0.3
Income tax provision $ ( 45.5 ) $ 17.0 $ 27.1
Significant components of the Company’s deferred income tax assets and liabilities are as follows:
(In millions) January 2 ,
2021 December 28,
2019
Deferred income tax assets:
Accounts receivable and inventory valuation allowances $ 3.5 $ 5.7
Deferred compensation accruals 4.5 4.0
Accrued pension expense 33.4 25.3
Stock-based compensation 9.1 14.5
Net operating loss and foreign tax credit carryforwards 21.0 17.6
Book over tax depreciation and amortization 0.4 0.5
Tenant lease expenses 4.4 3.6
Environmental reserve 24.9 15.4
Other 9.1 5.1
Total gross deferred income tax assets 110.3 91.7
Less valuation allowance ( 22.3 ) ( 17.6 )
Net deferred income tax assets 88.0 74.1
Deferred income tax liabilities:
Intangible assets ( 105.3 ) ( 157.5 )
Tax over book depreciation and amortization ( 10.7 ) ( 8.6 )
Other ( 4.3 ) ( 4.1 )
Total deferred income tax liabilities ( 120.3 ) ( 170.2 )
Net deferred income tax liabilities $ ( 32.3 ) $ ( 96.1 )
The valuation allowance for deferred income tax assets as of January 2 , 2021 and December 28, 2019 was $ 22.3 million and $ 17.6 million, respectively. The net increase in the total valuation allowance during fiscal 2020 was $4.7 million. The valuation allowance for both years is primarily related to U.S. state and local net operating loss carryforwards as well as a valuation allowance against state deferred tax assets for certain U.S. legal entities, foreign net operating loss carryforwards and tax credit carryforwards in foreign jurisdictions. The ultimate realization of the deferred tax assets depends on the generation of future taxable income in foreign jurisdictions as well as state and local tax jurisdictions. The current year change in the valuation
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allowance results in an increase against the state deferred tax assets of $ 0.6 million, an increase related to state net operating loss carryforward of $ 1.9 million, and a net increase relating to the foreign net operating losses and foreign tax credits and other deferred tax assets of $ 2.2 million.
At January 2 , 2021, the Company had foreign net operating loss carryforwards of $ 30.1 million, which have expirations ranging from 2021 to an unlimited term during which they are available to offset future foreign taxable income. The Company had U.S. state net operating loss carryforwards and Internal Revenue Code section 163(j) interest expense carryforwards of $ 189.0 million and $ 22.0 million respectively, which have expirations ranging from 2022 to an unlimited term during which they are available to offset future state taxable income. The Company also had tax credit carryforwards in foreign jurisdictions of $ 3.1 million, which are available for an unlimited carryforward period to offset future foreign taxes.
The following table summarizes the activity related to the Company’s unrecognized tax benefits:
Fiscal Year
(In millions) 2020 2019
Unrecognized tax benefits at beginning of the year $ 6.9 $ 7.9
Increases related to current year tax positions 2.6 1.6
Decreases related to prior year positions ( 1.3 ) ( 1.4 )
Decreases relating to settlements with taxing authorities ( 2.4 ) ( 1.2 )
Decrease due to lapse of statute ( 0.3 ) —
Unrecognized tax benefits at end of the year $ 5.5 $ 6.9
The portion of the unrecognized tax benefits that, if recognized currently, would reduce the annual effective tax rate was $ 5.0 million and $ 6.5 million as of January 2 , 2021 and December 28, 2019, respectively. The Company recognizes interest and penalties related to unrecognized tax benefits through interest expense and income tax expense, respectively. Interest accrued related to unrecognized tax benefits was $ 0.6 million and $ 1.5 million as of January 2 , 2021 and December 28, 2019, respectively.
The Company is subject to periodic audits by domestic and foreign tax authorities. Currently, the Company is undergoing routine periodic audits in both domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change in the next 12 months as a result of the audits. However, any payment of tax is not expected to be material to the consolidated financial statements. For the majority of tax jurisdictions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2017.
The Company intends to repatriate cash held in foreign jurisdictions and as such has recorded a deferred tax liability related to additional state taxes and foreign withholding taxes on the future dividends received in the U.S. from the foreign subsidiaries of $ 2.2 million and $ 1.2 million for fiscal years 2020 and 2019, respectively. 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 the amount of non-cash foreign undistributed earnings of $ 229.1 million at January 2 , 2021. 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.
15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income 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.
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The change in accumulated other comprehensive income (loss) during fiscal years 2020 and 2019 is as follows:
(In millions) Foreign
currency
translation Derivatives Pension Total
Balance at December 29, 2018 $ ( 53.0 ) $ 0.9 $ ( 36.2 ) $ ( 88.3 )
Other comprehensive income (loss) before reclassifications (1)
5.4 0.9 ( 14.6 ) ( 8.3 )
Amounts reclassified from accumulated other comprehensive income (loss) — ( 9.8 ) (2)
2.6 (3)
( 7.2 )
Income tax (expense) benefit — 2.2 ( 0.5 ) 1.7
Net reclassifications
— ( 7.6 ) 2.1 ( 5.5 )
Net current-period other comprehensive income (loss) (1)
5.4 ( 6.7 ) ( 12.5 ) ( 13.8 )
Balance at December 28, 2019 $ ( 47.6 ) $ ( 5.8 ) $ ( 48.7 ) $ ( 102.1 )
Other comprehensive income (loss) before reclassifications (1)
10.8 ( 17.6 ) ( 30.0 ) ( 36.8 )
Amounts reclassified from accumulated other comprehensive income (loss) — 3.5 (2)
6.6 (3)
10.1
Income tax (expense) benefit — ( 0.4 ) ( 1.4 ) ( 1.8 )
Net reclassifications
— 3.1 5.2 8.3
Net current-period other comprehensive income (loss) (1)
10.8 ( 14.5 ) ( 24.8 ) ( 28.5 )
Balance at January 2, 2021 $ ( 36.8 ) $ ( 20.3 ) $ ( 73.5 ) $ ( 130.6 )
(1) Other comprehensive income (loss) is reported net of taxes and noncontrolling interest.
(2) Amounts related to foreign currency derivatives 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 and the cross currency swap are included in interest expense.
(3) Amounts reclassified are included in the computation of net pension expense.
16. FAIR VALUE MEASUREMENTS
The Company follows FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which provides a consistent definition of fair value, focuses on exit price, prioritizes the use of market-based inputs over entity-specific inputs for measuring fair value and establishes a three-tier hierarchy for fair value measurements. ASC 820 requires fair value measurements to be classified and disclosed in one of the following three categories:
Level 1: Fair value is measured using quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: Fair value is measured using either direct or indirect inputs, other than quoted prices included within Level 1, which are observable for similar assets or liabilities.
Level 3: Fair value is measured using valuation techniques in which one or more significant inputs are unobservable.
Recurring Fair Value Measurements
The following table sets forth financial assets and liabilities measured at fair value in the consolidated 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) January 2 , 2021 December 28, 2019
Financial assets:
Derivatives $ — $ 2.3
Financial liabilities:
Derivatives $ ( 19.6 ) $ ( 6.6 )
The fair value of foreign currency forward exchange contracts represents the estimated receipts or payments necessary to terminate the contracts. The fair value of the cross-currency swap is determined using the current forward rates and changes in the spot rate.
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Nonrecurring Fair Value Measurements
Indefinite-lived intangible assets are tested annually, or if a triggering event occurs that indicates an impairment loss may have been incurred, using fair value measurements with unobservable inputs (Level 3). The Company recorded an impairment charge of $ 222.2 million on the Sperry ® indefinite-lived trade name in fiscal 2020. Refer to Note 4, “Goodwill and Other Intangibles” for additional discussion on the Sperry ® trade name impairment.
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) January 2 , 2021 December 28, 2019
Carrying value $ 722.5 $ 798.4
Fair value 765.4 817.6
The fair value of the fixed rate debt was based on third-party quotes (Level 2). The fair value of the variable rate debt was calculated by discounting the future cash flows to its present value using a discount rate based on the risk-free rate of the same maturity (Level 3).
17. 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. 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 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 the assess the presence of PFAS in area groundwater. The Company’s activities under the Consent Decree are not materially impacted by the drinking water standards that became effective on August 3, 2020.
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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 fiscal 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 almost all of these activities related to the AOC, and anticipates completing the remaining activities in 2021 pursuant to approved work plans.
The Company discusses its reserve for remediation costs in the environmental liabilities section below.
Individual and Class Action Litigation
Individual lawsuits and three putative class action lawsuits have been filed against the Company that raise a variety of claims, including claims related to property, remediation, and human health effects. 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 (this suit collectively with the individual lawsuits and putative class action, the “Litigation Matters”).
Assessing potential liability with respect to the Litigation Matters at this time is difficult. The Litigation Matters are in various stages of discovery and related motions. In addition, there is minimal direct and relevant precedent for these types of claims related to PFAS, and the science regarding the human health effects of PFAS exposure in the environment remains inconclusive and inconsistent, thereby creating additional uncertainties. Due to these factors, combined with the complexities and uncertainties of litigation, the Company is unable to conclude that adverse verdicts resulting from the Litigation Matters are probable, and therefore no amounts are currently reserved for these claims. The Company intends to continue to vigorously defend itself against these claims.
In addition, in December 2018 the Company filed a lawsuit against certain of its historic liability insurers, seeking their participation in the Company's defense and remediation efforts. The Company recognized $ 8.3 million in recoveries from legacy insurance policies in fiscal 2020. The recoveries resulted from interim payment agreements reached with the insurers and are pending final resolution of the lawsuit filed by the Company.
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 other environmental 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:
Fiscal Year
(In millions) 2020 2019
Remediation liability at beginning of the year
$ 124.4 $ 22.6
Changes in estimate
— 112.9
Amounts paid
( 22.6 ) ( 11.1 )
Remediation liability at the end of the year
$ 101.8 $ 124.4
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The reserve balance as of January 2 , 2021 includes $ 23.6 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 $ 78.2 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 disposal sites is ongoing. Although the recent 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 years subsequent to January 2 , 2021 are as follows:
(In millions) 2021 2022 2023 2024 2025 Thereafter
Minimum royalties $ 1.7 $ 1.8 $ — $ — $ — $ —
Minimum advertising 3.3 3.4 3.5 3.6 — —
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 $ 1.9 million, $ 2.3 million and $ 2.2 million for fiscal years 2020, 2019 and 2018, respectively.
The terms of certain license agreements also require the Company to make advertising expenditures based on the level of sales of the licensed products. In accordance with these agreements, the Company incurred advertising expense of $ 2.5 million, $ 3.6 million and $ 3.3 million for fiscal years 2020, 2019 and 2018, respectively.
18. BUSINESS SEGMENTS
The Company’s portfolio of brands is organized into the following two operating segments, which the Company has determined to be reportable segments.
• Wolverine Michigan Group , consisting of Merrell ® footwear and apparel, Cat ® footwear, Wolverine ® footwear and apparel, Chaco ® footwear, Hush Puppies ® footwear and apparel, Bates ® uniform footwear, Harley-Davidson ® footwear and Hytest ® safety footwear; and
• Wolverine Boston Group , consisting of Sperry ® footwear, Saucony ® footwear and apparel, Keds ® footwear and the Kids' footwear business, which includes the Stride Rite ® licensed business, as well as Kids' footwear offerings from Saucony ® , Sperry ® , Keds ® , Merrell ® , Hush Puppies ® and Cat ® .
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 distributors, licensees and joint ventures; and revenue from the Company’s consumer-direct businesses.
The Company also reports “Other” and “Corporate” categories. The Other category consists of the Company’s leather marketing operations, sourcing operations and multi-branded consumer-direct retail stores. The Corporate category consists of unallocated corporate expenses, such as costs related to the COVID-19 pandemic, impairment of intangible assets and environmental and other related costs. The Company’s reportable segments are determined based on how the Company internally reports and evaluates financial information used to make operating decisions.
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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.
Fiscal Year
(In millions) 2020 2019 2018
Revenue:
Wolverine Michigan Group $ 1,051.0 $ 1,299.7 $ 1,272.2
Wolverine Boston Group 696.0 910.9 895.5
Other 44.1 63.1 71.5
Total $ 1,791.1 $ 2,273.7 $ 2,239.2
Operating profit (loss):
Wolverine Michigan Group $ 179.9 $ 244.8 $ 257.6
Wolverine Boston Group 88.1 153.8 157.5
Other 1.6 2.9 3.1
Corporate ( 406.7 ) ( 230.5 ) ( 166.3 )
Total $ ( 137.1 ) $ 171.0 $ 251.9
Depreciation and amortization expense:
Wolverine Michigan Group $ 2.7 $ 2.4 $ 2.7
Wolverine Boston Group 3.4 3.3 3.3
Other 2.0 2.4 3.1
Corporate 24.7 24.6 22.4
Total $ 32.8 $ 32.7 $ 31.5
Capital expenditures:
Wolverine Michigan Group $ 0.8 $ 2.2 $ 3.1
Wolverine Boston Group 2.3 5.7 1.2
Other 0.9 2.2 1.8
Corporate 6.3 24.3 15.6
Total $ 10.3 $ 34.4 $ 21.7
(In millions) January 2 ,
2021 December 28,
2019
Total assets:
Wolverine Michigan Group $ 626.9 $ 773.8
Wolverine Boston Group 1,077.8 1,354.8
Other 31.4 38.4
Corporate 401.3 313.0
Total $ 2,137.4 $ 2,480.0
Goodwill:
Wolverine Michigan Group $ 145.4 $ 144.4
Wolverine Boston Group 297.0 294.5
Total $ 442.4 $ 438.9
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Geographic dispersion of revenue from external customers, based on shipping destination is as follows:
Fiscal Year
(In millions) 2020 2019 2018
United States $ 1,234.2 $ 1,507.9 $ 1,505.2
Foreign:
Europe, Middle East and Africa 279.8 343.1 325.7
Asia Pacific 120.3 193.7 186.0
Canada 88.9 117.9 116.7
Latin America 67.9 111.1 105.6
Total from foreign territories 556.9 765.8 734.0
Total revenue $ 1,791.1 $ 2,273.7 $ 2,239.2
The location of the Company’s tangible long-lived assets, which comprises property, plant and equipment and lease right-of-use assets, is as follows:
(In millions) January 2 ,
2021 December 28,
2019 December 29,
2018
United States $ 222.2 $ 247.2 $ 117.1
Foreign countries 44.9 54.6 13.8
Total $ 267.1 $ 301.8 $ 130.9
The Company does not believe that it is dependent upon any single customer because no customer accounts for more than 10% of consolidated revenue in any year.
During fiscal 2020, the Company sourced 100 % of its footwear products and apparel and accessories from third-party suppliers, located primarily in the Asia Pacific region. While changes in suppliers could cause delays in manufacturing and a possible loss of sales, management believes that other suppliers could provide similar products on comparable terms.
19. BUSINESS ACQUISITIONS
On April 30, 2019, the Company acquired assets and assumed liabilities from Sportlab S.R.L. (“Sportlab”), the distributor of Saucony ® footwear in Italy. Total purchase consideration of $ 25.2 million includes cash paid, extinguishment of Sportlab’s accounts payable balance that was due to the Company at the time of acquisition and contingent consideration. The contingent consideration was based on sales activity from the date of the acquisition through the end of fiscal 2019 and was paid in the first quarter of fiscal 2020. The detailed amounts of each component of the purchase consideration are as follows:
(In millions) Purchase Consideration
Cash paid $ 15.1
Extinguishment of Sportlab’s accounts payable balance 4.6
Contingent consideration 5.5
Total purchase consideration $ 25.2
The Company accounted for the acquisition under the provisions of FASB ASC Topic 805, Business Combinations . The related assets acquired and liabilities assumed were recorded at fair value on the acquisition date. The operating results for the acquired Saucony ® distribution business are included in the Company’s consolidated results of operations beginning April 30, 2019, and are included in the Wolverine Boston Group reporting group for segment reporting purposes.
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The final allocation of the purchase price as of December 28, 2019 was:
(In millions) Final Valuation
Accounts receivable $ 1.8
Inventories 6.2
Goodwill 12.0
Amortizable intangibles 12.9
Total assets acquired 32.9
Deferred income taxes 3.2
Other liabilities 4.5
Total liabilities assumed 7.7
Net assets acquired $ 25.2
The excess of the purchase price over the fair value of the net assets acquired, amounting to $ 12.0 million, was recorded as goodwill in the consolidated balance sheet and was assigned to the Wolverine Boston Group reportable segment. The goodwill that was recognized is attributable to the efficiencies to be gained by integrating operations with the Saucony ® distribution business purchased from Sportlab. Other intangible assets acquired include order backlog, valued at $ 1.7 million, and customer relationship assets, valued at $ 11.2 million, which had estimated useful lives at the acquisition date of 7 months and 14 years, respectively.
20. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The aggregate quarterly earnings per share amounts disclosed in the table below may not equal the annual per share amounts due to rounding and the fact that results for each quarter are calculated independently of the full fiscal year. The Company’s unaudited quarterly results of operations are as follows:
Fiscal 2020 Quarters Ended
(In millions, except per share data) March 28, 2020 June 27, 2020 September 26, 2020 January 2 , 2021
Revenue
$ 439.3 $ 349.1 $ 493.1 $ 509.6
Gross profit
181.8 147.2 202.0 204.6
Net earnings (loss) attributable to Wolverine World Wide, Inc. 13.0 ( 1.6 ) 22.4 ( 170.7 )
Net earnings (loss) per share:
Basic
$ 0.16 $ ( 0.02 ) $ 0.27 $ ( 2.10 )
Diluted
0.16 ( 0.02 ) 0.27 ( 2.10 )
Fiscal 2019 Quarters Ended
(In millions, except per share data) March 30, 2019 June 29, 2019 September 28, 2019 December 28, 2019
Revenue
$ 523.4 $ 568.6 $ 574.3 $ 607.4
Gross profit
220.2 230.4 243.3 229.9
Net earnings (loss) attributable to Wolverine World Wide, Inc. 40.5 40.2 48.7 ( 0.9 )
Net earnings (loss) per share:
Basic
$ 0.44 $ 0.45 $ 0.57 $ ( 0.01 )
Diluted
0.43 0.45 0.57 ( 0.01 )
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Wolverine World Wide, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Wolverine World Wide, Inc. and subsidiaries (the Company) as of January 2, 2021 and December 28, 2019, the related consolidated statements of operations, comprehensive income (loss) , stockholders' equity and cash flows for each of the three years in the period ended January 2, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 2, 2021 and December 28, 2019, and the results of its operations and its cash flows for each of the three years in the period ended January 2, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 2, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of indefinite-lived intangibles
Description of the Matter At January 2, 2021, the Company’s indefinite-lived intangible assets were $382.3 million, which included $296.0 million for the Sperry trade name. As discussed in Notes 1 and 4 of the consolidated financial statements, indefinite-lived intangibles are tested for impairment at least annually.
Auditing management’s annual impairment test for the Sperry trade name was complex and highly judgmental due to the significant estimation required in determining the fair value of the Sperry trade name indefinite-lived intangible asset. The fair value estimate was sensitive to significant assumptions such as future revenue growth and operating profit, and the discount rate, which are affected by expectations about future market or economic conditions. Changes in these assumptions could have a significant impact on the fair value of the Sperry trade name, the amount of any impairment charge, or both. During fiscal 2020, the Company recognized an impairment charge related to the Sperry trade name of $222.2 million, as the carrying value exceeds its estimated fair value.
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Given the significant judgments made by management to estimate the fair value of the Sperry trade name and the impairment charge recorded during the year, performing auditing procedures to evaluate the reasonableness of management’s judgments regarding the business and valuation assumptions utilized in the valuation model, particularly the future revenue growth, operating profit, and discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our valuation specialists.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s Sperry trade name impairment review process. This included controls over the significant assumptions described above and the completeness and accuracy of the data used in the fair value estimate.
To test the estimated fair value of the Sperry trade name, we performed audit procedures that included, among others, assessing the valuation model and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We involved our valuation specialists to assist in our evaluation of the Company's model, valuation methodology and the discount rate. We also compared the significant assumptions used by management to current industry and economic trends, to the business model used by Sperry and other relevant factors. Additionally, we assessed the historical accuracy of management’s estimates.
Environmental Liabilities
Description of the Matter As discussed in Note 17, the Company has recognized environmental liabilities of $101.8 million on an undiscounted basis. Specifically, the Company was served with two regulatory actions filed by the Environmental Protection Agency (“EPA”) and Michigan Department of Environment, Great Lakes, and Energy (“EGLE”) in early 2018. The Company, EGLE and EPA entered into various settlement agreements that address and outline the Company’s required remedial actions. The Company believes it is probable that it will incur losses related to the required remediation actions and has recognized environmental liabilities for its estimate of the cost of the remedial actions.
Auditing management’s accounting for and disclosure of loss contingencies from the environmental matters was especially challenging as evaluating the probability and amount of loss is highly subjective and requires significant judgment due in part to the uncertain nature and extent of the activities to complete the required remedial actions.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification, evaluation and disclosure of these environmental matters, including the Company’s assessment and measurement of the estimate of the probable liability.
To test the assessment of the probability of incurrence of a loss and the estimated loss, to the extent it was reasonably estimable, we performed audit procedures that included, among others, reviewing summaries of the proceedings and related correspondence with attorneys and environmental agencies, reviewing legal counsel confirmation letters, assessing scope and cost estimates of the Company’s third-party environmental studies used in determination of the reserve, utilizing internal environmental specialists to assist with assessing the cost estimate (by using all the information available) and searching for other publicly available information that might indicate new or contrary facts related to the matter.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since at least 1933, but we are unable to determine the specific year.
Grand Rapids, Michigan
February 26, 2021
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Wolverine World Wide, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Wolverine World Wide, Inc. and subsidiaries' internal control over financial reporting as of January 2, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Wolverine World Wide, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 2, 2021, based on the COSO criteria .
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 2, 2021 and December 28, 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended January 2, 2021, and the related notes and financial statement schedule and our report dated February 26, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
February 26, 2021
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.