Wolverine World Wide Inc (WWW) 2013 Q1 法說會逐字稿

Good morning and welcome to Wolverine Worldwide's 2013 first-quarter earnings conference call. All participants will be in listen-only mode until the question-and-answer session of the conference call. This call is being recorded at the request of Wolverine Worldwide. If anyone has any objections, you may disconnect at this time. I would now like to introduce Ms. Christi Cowdin, Director of Investor Relations and Communications for Wolverine Worldwide. Ms. Cowdin, you may proceed.

Thank you, Sue. Good morning everyone and welcome to our first quarter 2013 conference call. On the call today are Blake Krueger, our Chairman, CEO and President, and Don Grimes, our Senior Vice President and CFO. Earlier this morning, we announced our financial results for the first quarter of 2013. If you did not yet receive a copy of the press release, please call Brad Van Houte at (616) 233-0500 to have one sent to you. That release is also available on many news sites or it can be viewed from our corporate website at www.wolverineworldwide.com.

This morning's press release included non-GAAP disclosures and these disclosures were reconciled with attached tables within the body of the press release. Today's comments during the earnings call will also include some additional non-GAAP disclosures. There is a posting at our corporate website that will reconcile these non-GAAP disclosures to GAAP. To view this document, please go to our corporate website, www.wolverineworldwide.com and then click on Investor Relations in the navigation bar, click on webcast at the top of the Investor Relations page and then, finally, click on the linked link to the file called WWW Q1 2013 conference call supplemental tables, which is located below the webcast link.

Before I turn the call over to Blake to comment on our results, I would like to remind you that predictions and projections made in today's conference call regarding Wolverine Worldwide and its operations, may be considered forward-looking statements by securities laws. And, as a result, we must caution you that as with any prediction or projection, there are a number of factors that could cause results to differ materially. These important risk factors are identified in the Company's SEC filings and also in our press releases. And with all of that being said, I would now like to turn the call over to Blake.

Thanks, Christi. Good morning and thanks for joining us today. Before we start this morning, I just want to speak about the tragic events that occurred yesterday in Boston. We had many associates from our Boston campus and the Saucony team in attendance. While I'm relieved to report that everyone from the team is safe and accounted for, it's certainly a deplorable tragedy at one of our nation's great events. The thoughts and prayers of the entire Wolverine Worldwide team go out to the people of Boston and the families affected by the bombings.

With that, I want to turn to our first-quarter results. I'm pleased to report that we opened 2013 on a very strong note. By almost every measure, we delivered exceptional results and I couldn't be happier with the start of the year. Today, we have an unparalleled portfolio of 16 lifestyle brands, a strong global consumer business model, world-class infrastructure and support services, and a dedicated, talented team of over 8,000 associates around the world. While 2012 was certainly a transformational year, due to our game changing acquisition of the Sperry Top-Sider, Saucony, Keds, and Stride Rite brands, 2013 will be the first year of what promises to be an exciting new era of growth with our Company. Before Don gets into more specifics, I want to share some highlights from the quarter, provide some of my thoughts regarding today's business climate, and the retail landscape.

The new Wolverine Worldwide delivered record revenue of $645.9 million in the quarter. More than double our revenue from a year ago. Representing more than 8% growth over the prior year, pro forma revenue. Overall growth in the quarter was driven by the Lifestyle Group and the Performance Group. The Lifestyle Group consisting of the Sperry Top-Sider, Hush Puppies, Keds, Stride Rite, and Soft Style businesses, had an outstanding quarter, posting a strong double-digit revenue increase. Growth in the Lifestyle Group was driven by a very strong double-digit revenue increase in Sperry Top-Sider, which continued its stellar performance and market share gains by elevating its position as a dual gender, multi-category performance and lifestyle brand. Additionally, Keds achieved double-digit growth while Hush Puppies and Stride Rite also delivered revenue gains.

The Performance Group consisting of the Merrell, Saucony, Chaco, Cushe, and Patagonia footwear brands delivered a high single-digit revenue increase. Saucony grew at a strong double-digit pace, and Merrell delivered a high single-digit increase. The Merrell increase came from all regions, from footwear and apparel, as well as Merrell consumer direct. The Heritage Group reported flat sales as revenue increases in the Wolverine brand, Bates, Harley-Davidson, and HYTEST were offset by Cat and Sebago, primarily related to their European operations. Overall, a great start to the year.

I'm especially proud of the team's performance in the first quarter, given some of the macro economic headwinds and related issues that impacted the global retail environment. I really don't want to spend a lot of time talking about the challenges in Europe, the impact of the sequestration, higher taxes and delayed tax refunds in the US, or the pockets of political instability around the world. But, it's no secret that the unusually cold weather that has lingered for several months has clearly had an impact on the normal start to the spring season in the US and certain parts of Europe. Just last week, we had freezing temperatures and snow from Texas to Canada and throughout the Midwest. It snowed in Michigan this past weekend and there's more snow in the forecast for later this week. Incredible.

In light of these challenges, our Q1 performance was excellent. With new product offerings resonating with consumers. All of our larger brands, Merrell, Sperry Top-Sider, Saucony, Keds, Wolverine, Stride Rite, and Cat delivered solid to very strong Q1 gains in the US. However, many domestic retailers have only just begun to sell spring product. This fact, coupled with some of the other global macro challenges, leads us, despite our over performance in Q1, to be appropriately cautious as we wait for trading conditions to unfold through the rest of the year. Our strong revenue growth, combined with solid gross margin performance and disciplined SG&A management, drove exceptional earnings in the quarter. Excluding nonrecurring acquisition related costs, earnings this quarter increased to a record $0.81 per share, a great start to the year for the new Wolverine Worldwide.

Turning to the future, I want to speak to you briefly about our Company and why we believe we are so well positioned in today's dynamic and volatile global retail landscape. Our goal has always been to provide consistent profitable growth. The model we developed over the years, the diversified portfolio of brands, our relentless focus on innovation, and a strong global distribution network, combined with the best in class sourcing and systems, provides us with a unique competitive advantage in today's marketplace. We don't expect all of our brands or regions to grow at the same pace every quarter, but we have the ability to deliver growth across our portfolio, irrespective of consumer trends or fashion shifts. These advantages give us a strong foundation from which to profitably grow our business, both organically and through acquisitions. We have a long track record of doing both successfully.

I want to spend a few minutes now outlining these advantages and let you know the progress we're making to further distance ourselves from the global competition. First, our brand portfolio is truly unique and unparalleled in the industry. And has only strengthened and become even more diversified following last year's acquisition. We have industry leaders like Merrell, Sperry Top-Sider, Stride Rite, Wolverine, Cat, Hush Puppies, and Saucony. At the same time, we are incubating smaller brands that are steadily building the global business by designing innovative products and creating emotional connections to their consumers. Brands like Chaco, Keds, and Cushe. Today, our brands cover all ages and genders. We have amazing offerings in the casual, athletic, outdoor, work, fashion and kids categories.

Second, our daily mission is to bring innovation into everything we do. Whether it's the products we create, finding new ways to connect with our consumers, or process improvements that make us more nimble and efficient. Our focus is to simply be better tomorrow than we are today. We continue to invest in both the tools and people to accelerate this critical component of our business. I believe our best products, our best stories and our greatest successes still lie ahead of us. The opportunities before us are many and we are always focused on being the most innovative Company in our space.

Next, our global distribution network is second to none. We have great global partners, many of whom have been with us for decades. In this last quarter alone, our brands opened more than 80 new concept stores around the world. Today, our brands have well over 10,000 dedicated points of controlled distribution in more than 200 countries and territories. The strength of our international distribution network is one reason why we are so bullish regarding the four brands we acquired last year. As only a small portion of their business is currently done outside the US. We know we can plug these brands into our established global network and this has been a top priority since last October.

Fourth, we have one of the best sourcing and operations organizations in the business. This team, coupled with the scale generated by marketing over 100 million units of footwear and apparel, gives us many advantages.

Last, we have world-class systems and infrastructure. While this topic doesn't always garner the most attention, it's what allows the business to function seamlessly every day. Our product, marketing and sales teams aren't constrained by dated technology or poor systems. They are unfettered to build beautiful products, innovate and drive the business. I'm happy to report that we are well on our way to having Sperry Top-Sider, Saucony, Stride Rite and Keds on our state-of-the-art IT platform.

As you can probably tell, I'm very excited about what we have built. Our brand portfolio, our global brand building model and most importantly, our team. I believe we have the best management team in the industry. At the end of February, we pulled our top 100 leaders from around the world together for three days. We talked about our business, our integration efforts and the future. I was inspired by the talent we have in the business, their enthusiasm for our brands and consumers, and perhaps more importantly, by their collective desire to win. Our global opportunities are almost unlimited. I couldn't be more excited about our future prospects and I believe we are on track to deliver a record performance in 2013. Especially given our strong record start to the year.

I'll now turn the call over to Don Grimes, our Senior Vice President and CFO, who will add some more detailed commentary on our Q1 financial results and our expectations for the balance of fiscal 2013. Don?

Thanks, Blake, and thanks to all of you for joining us today. Earlier this morning, we announced financial results for Wolverine's fiscal first quarter ended March 23 that reflect both record revenue and record earnings per share. This quarter represents the first full fiscal quarter for the new Wolverine Worldwide, which now includes the Sperry Top-Sider, Saucony, Stride Rite and Keds brands. This is a new era for the Company, and we are very pleased to have come out of the gate with such outstanding results.

As Blake mentioned earlier, setting the foundation for our new Company and establishing the platform for accelerated long-term growth are key areas of focus. The integration of the acquired businesses into Wolverine is going very well. From the convergence of backroom IT systems, to the consolidation of sourcing operations, to the reduction of the number of transition service agreements with PLG's former parent company, we are tracking ahead of schedule and at or below budget. We were mindful of the potential complexity of integration process from the day we signed the merger agreement, and we planned our approach, utilized outside resources and staffed our teams accordingly. As every week passes, we are operating more and more as one Company, important progress towards reaching our overall goals.

Turning to the quarter's results, as Blake noted, first quarter revenue was a record $645.9 million, representing growth of 100.1% versus the prior year's reported revenue and growth of 8.2% versus prior year pro forma revenue. Foreign exchange had essentially no impact on revenue growth in the quarter. As I move into more specific commentary about each of our operating groups, I want to remind everyone of the brand group realignment that was announced earlier this year. We moved from four operating groups to three, with a focus on grouping brands within the new operating groups, based on brand positioning, target consumers, and channels of distribution, not just on the brand team's physical locations.

Also, to better represent overall brand performance, we are now including mono brand consumer direct business, retail stores and e-commerce, within the reported results by brand and operating groups. We have posted tables on our website that present both prior year reported revenue and prior year pro forma revenue, by fiscal quarter under the new operating group structure. They can be found alongside the link to this conference call. Additionally, and unless otherwise noted, all financial results discussed today are adjusted to exclude nonrecurring transaction and integration expenses.

The Lifestyle Group delivered revenue of $270.2 million in the quarter, growth of 13.8% over the prior year pro forma revenue. Growth continued to be led by outstanding results from Sperry Top-Sider, one of the biggest success stories in footwear over the past several years. Sperry generated very strong double-digit growth from both men's and women's offerings and from both boat and non-boat shoe categories. Keds also delivered double-digit revenue growth in the quarter, reflecting primarily the positive impact from the brand's relationship with Taylor Swift, highlighted by the sponsorship of her Red album tour. We expect the positive impact from the brand's partnership with Taylor Swift to accelerate over the balance of the year, as spring 2013 future orders were already placed when we announced the program last fall. Since then, we have secured additional points of distribution for fall 2013, positioning Keds to continue its strong performance.

Turning to Stride Rite, the brand's wholesale and e-commerce businesses continue to deliver excellent results, with double-digit revenue growth in the quarter. However, the cold weather that put a damper on March retail sales across the US also impacted Stride Rite retail, resulting in the brand as a whole delivering solid revenue growth in the mid-single-digit range. Hush Puppies delivered low single-digit revenue growth in the quarter, as double-digit growth in the US and Canada fueled by the success of [seal] slip-on offering in important department store accounts, was offset by a decline for the brand in EMEA.

Our Performance Group posted revenue of $240.5 million in the quarter, growth of 8% over pro forma Q1 2012 revenue of $222.7 million. Growth was led by the two biggest brands in the group, Merrell and Saucony. Merrell's high single digit revenue growth was driven by the launch of the new M Connect collection that offers a range of options for mid sole cushioning and heel to toe drops, all with a light weight construction and vibrant colors that are resonating so well with today's consumers. Saucony had an outstanding quarter, delivering growth in the mid-teens in each major geographic region, with particular strength in established international markets and with its performance apparel offerings. According to the most recent data from Leisure Trends, Saucony is currently the fastest growing brand in the all important specialty run channel, momentum that helps position the brand in other channels of distribution. The other three brands in the Performance Group, Chaco, Cushe and Patagonia footwear, got off to a slower start to the year, particularly Chaco whose sandal business was negatively impacted by the unseasonably cold weather in the latter part of the quarter.

Our third branded operating group, the Heritage Group, had revenue of $118.6 million, essentially flat with the prior year. Mid-single digit growth on the Wolverine and Bates brands and nice double-digit growth from Harley-Davidson footwear, driven by success from the brand's lifestyle offerings, were offset by expected challenges for both Sebago and Cat footwear in continental Europe. Looking at the quarter's revenue performance from a portfolio wide geographic perspective, the US market continues to be a source of strength, with revenue up 11.9% versus prior year pro forma revenue. Canada rebounded from a tough fiscal 2012 to deliver high single digit revenue growth in the quarter, and the Latin America region generated strong double-digit revenue growth on the strength of continued excellent performance in Chile, one of our most important markets in South America, and our new joint venture in Columbia. EMEA and Asia-Pacific both had mid-single-digit revenue declines in the quarter, the former due to the economic challenges in that region, and the latter due merely to the timing of shipments. We still expect nice growth from Asia Pacific for the full fiscal year.

With the contribution from the newly acquired brands, all of which skew more to the domestic market than our pre acquisition portfolio, we generated more than 70% of our first-quarter revenue from the US, compared to slightly above 60% as reported in the prior year first quarter. Gross margin in the quarter was 40.6%, down approximately 40 basis points from the prior year's reported gross margin, but slightly ahead of our internal plan for the quarter. Versus the prior year, the positive impact from a larger portion of consolidated revenue coming from high-margin consumer direct channels, was offset by negative variances on foreign exchange forward contracts, incremental LIFO expense and a lower portion of consolidated revenue coming from high-margin third-party distributor and licensee business. Favorable brand mix and lower closeout sales drove favorable gross margin performance versus our internal plan.

Reported operating expenses for the Company of $211.2 million, include $15.2 million of nonrecurring transaction and integration expenses. Most of these nonrecurring expenses relate to change in control and severance payments, with the balance comprised of third-party professional fees, purchase price amortization expense related to short-lived intangible assets, and retention bonus expense. Adjusted SG&A of $196 million was below our internal plan, due primarily to the timing of certain marketing expenses that will fall into later quarters. Although better than planned, we experienced expected modest SG&A deleverage in the quarter, coming in at 30.3% of revenue, compared to the reported 29.5% in the prior year's first quarter, driven by $4.6 million of purchase price accounting amortization expense related to long-lived intangible assets. Incremental pension and incentive comp expense and a higher portion of business coming from high SG&A consumer direct channels.

Additionally, as noted in our prior earnings call, we are making key brand building investments to support long-term growth, with the most significant example being Keds partnership with Taylor Swift. These ongoing brand building initiatives are an important element of our strategy to create enduring brands that generate sustained long-term growth by building brand awareness and loyalty, with our global consumers. Interest expense in the quarter was $13 million, and reflects both the required $8 million principal reduction made early in the quarter, and the voluntary $25 million principal reduction that we made in late January. The Company's reported effective tax rate for the quarter was 20.9%, and reflects the benefit of the deductibility of almost all of the nonrecurring transaction and integration expenses in high statutory tax rate jurisdictions. Adjusting out the impact of the nonrecurring expenses, the effective tax rate in the quarter was 23.3%.

Fully diluted weighted average shares outstanding for the first quarter were 49.1 million. Adjusted for the $0.21 per share impact from nonrecurring transaction and integration expenses, fully diluted earnings for the quarter were a record $0.81 per share, an increase of 26.6% versus the prior year's reported $0.64 per share. Recall that the prior year's quarter included a $0.12 per share nonrecurring tax benefit making this quarter's organic earnings growth even stronger, up 55.8%. The PLG acquisition was very strongly accretive to earnings in the first quarter, with a net contribution of a better than expected $0.34 per share. The better than planned accretion was driven by modest revenue and gross margin over delivery, and lower operating expenses with the latter related to the timing of certain marketing expenses and modestly lower amortization expense. To be clear, we are calculating accretion by subtracting net interest expense, amortization expense related to purchase price accounting for long-lived intangible assets and net synergies from the operating income of the acquired brands, all on an after-tax basis.

Total inventories were up approximately 86% from last year's first quarter, given that we now hold inventory for a company nearly twice its previous size. Importantly, inventory grew at a rate below our revenue growth rate and we are very comfortable with the level and composition of our inventory as we begin the second quarter. Accounts receivable shows a similar increase for the same reason as inventory, but it's worth noting that consolidated days sales outstanding at quarter end is down almost 4%, or more than two days from the prior year's first quarter. We finished the quarter with cash and cash equivalents of $82 million and net debt of $1.176 billion. The reduction in our net leverage ratio at the end of fiscal 2012 compared to the transaction closing date, driven by the voluntary principal reduction that we made in November of last year, and growth in trailing 12 months pro forma EBIDTA, recently enabled us to lower the pricing on our $550 million term loan A by 25 basis points, representing a $1.4 million reduction in full-year interest expense. Our priorities for cash remain the same, invest in our brands to fuel organic growth, maintain a stable cash dividend to our shareholders, and aggressively pay down debt.

We are obviously very pleased with the start to the new fiscal year, and incredibly excited about the power and potential of the new and larger portfolio of brands. Nevertheless, we are mindful that it's only the first quarter. The weather experienced over a vast portion of the US will put pressure on reorders in Q2, and retailers are clearly cautious about the back half of the year. Additionally, Europe, while currently stable, is expected to present ongoing challenges over the balance of the fiscal year. With all that in mind, our estimate for full-year revenue is now in the range of $2.7 billion to $2.775 billion, representing growth in the range of 6% to 9% versus 2012 pro forma revenue of $2.547 billion.

For the second quarter, we expect revenue in a range of $580 million to $600 million, growth in the range of 4.1% to 7.7% versus prior year pro forma revenue of $557.1 million. For the full year, of would contribute to expect moderate gross margin expansion driven by a mix shift towards high-margin consumer direct business and lower full-year closeout sales, partly offset by a more conservative outlook for hide prices in the back half of the year. We also continue to expect moderate full-year SG&A deleverage driven primarily by approximately $10 million of incremental non-cash pension expense, approximately $20 million of non-cash purchase price accounting amortization expense, and the impact of normalized incentive comp expense in fiscal 2013, versus an unusually low level in fiscal 2012.

Accordingly, we are projecting a full-year operating margin that is moderately below the prior year's 9.2%, primarily as a result of the incremental non-cash pension and amortization expenses. Excluding nonrecurring transaction and integration expenses, we are, today, reaffirming our expectations for full-year earnings in the range of $2.50 to $2.65 per share, which represents growth in the range of 9.2% to 15.7%, versus the prior year's adjusted earnings per share of $2.29. Recall that last year's full-year EPS benefited from $0.19 per share of nonrecurring tax benefits.

We are forecasting Q2 earnings in the range of $0.31 to $0.35 per share. We are maintaining our expectation for fiscal 2013 earnings accretion from the PLG acquisition in a range of $0.40 to $0.50 per share. Given the seasonality of the acquired brands businesses and our outlook for the balance of the year, we expect modest dilution from the acquisition in Q2, moderate accretion in Q3, and about a wash in Q4. The expected modest dilution in the second quarter is reflected in the earnings guidance just mentioned.

Underscoring how positively we feel about both the momentum of the acquired brands and the progress we're making at leveraging the power and clout of the new larger Company, we are increasing our estimate for earnings accretion in fiscal 2014 to a range of $0.70 to $0.90 per share, up from a previous estimate of $0.60 to $0.80 per share. Finally, we expect full-year capital expenditures this year in the range of $40 million to $50 million and adjusted EBIDTA in the range of $330 million to $345 million.

Thanks for your time and attention. I will now turn the call back over to Blake for some closing comments.

Thanks, Don. We will now turn the call back to the operator, so we can take your questions. Operator?

(Operator Instructions)

Jim Duffy, Stifel Nicolaus.

Thanks, good morning, everyone. A great start to the year.

Thanks.

The accretion was larger than I think most had expected. I think, Don, previously you had characterized the first quarter as having potential for modest accretion. You still have the seasonally strong third quarter ahead. A couple questions related to this. Was the first-quarter accretion performance a surprise, internally? And was it a function of realizing synergies faster than you had previously expected?

Yes, it was a surprise -- sounds like the wrong phrase. It came in modestly above our internal plan, Jim. About almost 50% of the increase in accretion versus our internal plan was really driven by additional revenue and gross-margin delivery, and the other 50% versus our internal plan was really driven by lower SG&A. Some of it is timing related; I mentioned in the call, we have some SG&A that really pushed into Q2 that would've fallen in Q1 in our internal plan. Some of it was from some support services supporting the acquisition; the expenses related to that came in better than planned. I would say the accretion was in the $0.10 to $0.15 per share higher than we had in our internal plan, and 50% of that driven by additional gross-profit delivery and 50% driven by lower SG&A.

I would say that the -- kind of the over-performance was across a number of brands. It wasn't focused on a single brand or two. It came across a number of brands.

Good to hear, particularly in light of what seems like a challenging quarter for Stride Rite retail. The --

Related to that, Jim, just to clarify -- Stride Rite retail got off to a very strong start through our first two accounting periods of the quarter, and really it was the third period, the last four weeks of the quarter, March, really hurt it. So, I feel like that's really much more weather driven than anything related to the product offerings or the way the retail stores are operating.

I see. Okay. That makes a lot of sense.

Then, the thought process going forward on potential future upside to accretion -- do you expect that would flow through the earnings? Or would the plan be, as implied by the guidance, to reinvest that in the business?

Well, we maintained our accretion estimate in the $0.40 to $0.50 range. So, obviously, very strong accretion in Q1; we talked about the modest dilution in Q2, the wash in Q4, and then kind of the moderate accretion in Q3. So, we still believe the $0.40 to $0.50 range is appropriate.

But, Don, you had previously thought the third quarter was going to be your strongest quarter for accretion?

Right.

Is there some change to your view there?

Yes, I mean, I changed the adjective from strong accretion in Q3 to moderate. Our outlook for accretion in Q3 is probably a little bit more conservative now than it was in February.

Okay. Got you.

Then, Blake, one for you with respect to M-CONNECT. Retail representation -- very impressive. Recognizing the weather has been a challenge, is there anything you can say about consumer response thus far, maybe what you are seeing from markets like California where the weather hasn't been as much of a factor?

It's basically been all good on M-CONNECT. I would say exceeding our wildest expectations. Clearly, the most successful launch we've ever had as a Company. Merrell was quick and nimble, and kind of moved to where the consumer was going with color, cushioning and athletic style and lightweight offerings. So, the sell-throughs are still a little early, but the sell-throughs are also exceeding our expectations.

What's interesting is some of the best-selling shoes at department stores are coming from the M-CONNECT line, which you would think would be more outside athletic performance focus. But the colorations -- well, clearly, my wife and my two daughters wear mostly as casual shoes, and not to trail run or run on the tarmac. So, we're getting a strong response from the casual side, as well as the performance side.

Good to hear. Thanks, guys.

Thanks.

Kate McShane, Citi Research.

Hi, thanks. Good morning. So, just if you could give a little bit more detail. I understand that the cold weather is impacting your business, and your guidance is conservative as a result of that. How should we think about inventories at retail currently, and what kind of markdown activity is taking place? When the weather does turn, what's the opportunity that you can chase or address?

Well, I think, first of all, United States -- the inventories at retail are pretty good. I think there are some retailers in the West, the upper Midwest, the Northeast, that have quite a bit of sandal stock. Frankly, more sandal stock and Spring footwear stock than they would have otherwise anticipated. For our Company and brands, the retailers took the inventory in, but it doesn't take a genius to surmise that maybe there are certain categories that are going to get a half a turn or maybe a turn less this Spring season, unless something breaks. So, I would say inventories are pretty good, but I think retailers, after two very warm Falls, and you have to remember last Spring was absolutely perfect, right? You know, six days of 80-degree weather in the upper Midwest here. This Spring has been the coldest March and the snowiest March in over 20 years.

Given all that, I think retailers went in a little more conservative -- putting a little more of the burden on the brand owners to have the inventory when they need it. For us, they took the inventory in. They want freshness in their stores. But we are just waiting to see how the Spring eventually unfolds here. I would also add that the UK, for example, had the coldest March in 50 years. So, it's not just the United States.

Okay. Thank you.

Christian Buss, Credit Suisse.

I was wondering if you could help me out in understanding the 2Q dynamics. How much of that business is a pre-order business versus an at-once business? And if you can talk about last year -- what you saw in terms of the early Spring and sort of pull forward of inventories, or pull forward of orders?

Q2 tends to be more of a reorder quarter for us, as is Q4. As you know, Christian, Q1 and Q3 are quarters more heavily skewed towards future orders. We can expect up to 50% of our wholesale revenue in Q2 to come in the form of at-once or fill-in orders; and don't forget, we now have approaching 15% of our consolidated revenue comes from consumer direct. So, that's an increasing percent. Q2 will be more heavily weighted towards fill-in orders than Q1 was, as it relates to the comparison in the prior year. Obviously, last year, with the weather that Blake just talked about, Spring was a robust selling season for us, and there's speculation this year that we're going to go straight from winter into summer. Some of the cautionary comments we're making about the balance of the year, and Q2 in particular, are related to that possibility.

That's very helpful. You had talked about stabilization in the European business, but some conservatism in the outlook. Could you talk a bit about what's implicit in your guidance, particularly given the challenging comparisons, or the easy comparisons rather, you have with the third quarter last year?

Yes, Europe is unfolding this year pretty much as we expected. We expected there not to be any kind of a significant uptick in Europe. We still think they have some macroeconomic challenges, and then this year coupled with some of the weather challenges in very important markets like the UK for us. Europe is pretty much unfolding as we had anticipated this year. We are kind of bumping along what I think is the bottom.

As we said in February, Christian, our view is that Europe won't be a contributor to growth this year, but it won't be the drag on growth that it was last year. So, we kind of -- what's embedded in our guidance is kind of flattish performance from Europe over the balance of the year.

That's helpful. Thank you very much, and good luck.

Thank you.

Thank you.

Edward Yruma, KeyBanc Capital Markets.

Thanks for taking my question. Congrats on a great start to the year.

Thanks.

Can you guys talk a little bit about the deferred marketing expense? I know you indicated that some of that falls into 2Q. Is there any residual impact on the SG&A line as we head into 3Q and 4Q?

No, when we talk about the deferred marketing expense, I'm talking like low-single-digit millions of dollars. We're not talking $10 million or anything --

-- anything material.

Got it. And you had some positive commentary on the Keds business, tied to the Taylor Swift promotion. I guess, how does that align or how does the performance of the Keds business align to kind of when you initially laid out your accretion guidance, and is that a source of incremental upside for you?

No, it's not. Obviously, I think we are forecasting much more revenue for the Keds business now than when we -- I thought you were going to refer to our initial valuation analysis 1.5 years ago. But we also are forecasting much more significant marketing spend. So, as it relates to the earnings contribution for the Keds brand in 2013, it's about what we had expected going into the fiscal year. But we hope to leverage the performance in 2013 into a much more profitable year in 2014.

Got you. Thanks very much.

Thanks.

Taposh Bari, Goldman Sachs.

Good morning. So, we last heard from you in late February -- it sounds like the month of March was tough, yet you still crushed your guidance by about 25%. I think you quantified 10% to 15% of that coming from PLG. What accounted for the rest?

Really just SG&A discipline across the board, across a number of the brands. And frankly, higher sales across a number of brands.

I will say, Taposh, just to further your line of questioning, we announced our Q4 earnings a week or two later than we have in years past because of the complexity of closing the books with the acquisition -- the full-year books with the acquisition for the first time. We got off to a strong start to the quarter. Our results in our first period were strong. We had not yet closed P2 when we announced our earnings and gave our guidance. Had we done so, and P2 came in strong, we might have offered a different commentary on the Q1 guidance at the time. But we hadn't -- we only had visibility to the first 4 weeks of a 12-week quarter, and based on our internal plan, we thought the guidance we gave was appropriate. Obviously, we came in much stronger than that, something we are very pleased about. So --

Helpful. Okay.

Don, I have a somewhat complex question for you on this PLG accretion math. Last quarter you gave the accretion for '13 on two different bases -- whatever the word is, right? The $0.40 to $0.50 for '13 -- if you include the non-cash amortization; $0.70 to $0.80 if you exclude the non-cash amortization, right?

Yes, that sounds -- (multiple speakers)

The $0.34 in the press release and the number that you mentioned on the call, what basis is that on?

That includes non-cash amortization expense.

Okay.

-- of $4.6 million.

Okay. It includes it. Basically, if we wanted to figure out the legacy EPS contribution, it's comparable, or is it fair to take $0.81 and subtract $0.34? Is that apples to apples?

Yes, it is.

Okay. Thank you.

And then the other question I had was on the tax rate. What are you guys expecting, or what's embedded in the fiscal-year tax rate, for '13?

It's still in the 23% to 25% range -- still kind of that 200-basis-point range. We came in at the low end of that in Q1 based on our full-year forecast. But I would say, if I was guiding you, I would still use that range. Maybe using the midpoint of that range, 24%, for the results excluding nonrecurring charges.

Okay. Because I'm looking at your supplemental table on the website, and I'm trying to back into the -- I'm playing with the numbers, and it's only -- it's not that difficult, but I'm getting to an 18% effective tax rate off of that supplemental table. Am I missing something there?

You have to be.

I'm basically taking the adjusted -- if I go to the low end, it's [$139.5 million] adjusted net earnings -- I'm adding back the tax -- the income tax -- I'm sorry -- my bad. I think I figured out what I was doing wrong. Okay. Last question is Q2 tax rate -- what's the expectation there?

For results excluding nonrecurring, or as reported?

Effective tax rate for 2Q based on the EPS guidance that you gave.

Yes, the EPS guidance was adjusted for nonrecurring, so it would be in that same 23% to 25% range, using the midpoint, 24%.

Okay. Thanks a lot.

Thanks.

(Operator Instructions)

Andrew Burns, D.A. Davidson.

Thanks. Good morning. Just a follow-up on the last question. So, if the 1Q EPS was $0.47, excluding PLG, just for the core business, that's lower than the last three years for 1Q on the legacy business. Is there any sort of timing issues or changes in seasonality or anything that we should be considering when looking at that number, relative to the past few years? Thanks.

Well, I would say, last year's $0.64 included the $0.12 per share of nonrecurring tax benefit. I would adjust that out of the prior-year number. This year's EPS -- if you want to subtract the PLG accretion from the $0.81, which is fair to do, it's burdened with about $2.5 million of incremental non-cash pension expense year over year, as well as the normalized incentive comp that we talked about being $9 million to $11 million on a full-year basis, and a pro rata share of that would've fallen into Q1. So, that would be a better comparison of the year-over-year earnings per share for the results excluding the PLG accretion contribution.

Okay. Thanks. That's helpful.

Just a follow-up on the revenue guidance with the high end coming down $25 million despite the 1Q beat. Is the delta there entirely in the second quarter? Or was there something that changed in the second half that caused a more conservative outlook for guidance? If so, what was that?

No. The delta -- the $25 million delta does not relate just to Q2. It's a more conservative outlook over the balance of the year, including Q2, but also as it relates to the second half of the year. The more conservative outlook is based on our dialogue with key retail customers, and more specifically, the order inflow as it relates to the back half of the year. We have much more visibility into the back half of the year now than we did even two months ago.

Thanks, and good luck.

Thanks.

Chris Svezia, Susquehanna Financial Group.

Good morning, everyone. Nice job on the first quarter. Just go back to the comment you just made, Don -- when you guys went through the first quarter, obviously the favorability of the colder weather and that lagging -- basically what you are saying -- it did not have any particular impact directionally on the order book or how retailers were thinking about cold-weather product for the back half of the year? If anything, you have better visibility, and that number actually might have come down a bit, or narrowed a bit, but didn't go up. Is that what you're saying?

I think the cold weather in January let retailers clean out quite a bit of stock. So, with respect to some of our boot brands in the United States, like Wolverine and Cat, they had a very good at-once business in the Q1, which is a little counterintuitive when you think about our weather patterns. But -- so, I think this cold weather, one of the pluses is it really enabled retailers to clean out a lot of their cold-weather product.

Okay. But it didn't give you any encouragement when you spoke to them to say -- hey, we've got clean inventories right now. They started maybe looking at their order activity and making changes to that? Or it was pretty much the same conversation -- no change. They really want the brands still to hold the inventory?

I would think there hadn't been a significant change, although they have bumped up in certain categories. Sandals -- in certain parts of the country, there's quite a bit of inventory -- sandal inventory at retail right now. And some other Spring styles.

Okay. (multiple speakers)

The took the inventory in, really that they had planned to bring in, and now we are just kind of waiting to see how many turns we're going to get on Spring inventory across the country -- or certain areas of the country.

Okay. What are you guys assuming for your at-once business as you go into Fall, at this point? Has there been any change in that Fall process, or is it still the same?

After two consecutive Fall/Winters of kind of disappointing at-once orders, although I will say last year was better than the year before, we are expecting an improvement in the at-once order environment in late Q3 and throughout Q4, as I mentioned in the earlier answer that Q4 is more of an at-once quarter than Q3. We are expecting a tick-up. We are not forecasting any kind of massive double-digit increase in at-once orders year over year.

Okay. Whatever that at-once forecast is, is baked into your guidance, correct, or is implied?

It is correct.

Okay.

Chris, I'm sorry -- since we're talking about back half for a second, I think we're talking about revenue and orders as much as we are earnings. But let me just offer one comment that might help you and others out. If you take the midpoint of our Q2 earnings guidance and the midpoint of our full-year earnings guidance, you get implied earnings guidance for the back half of the year for Q3 and Q4 of $1.44. That compares to prior year actual reported EPS, I should say, of $1.20 adjusted for nonrecurring charges. That's about 20% EPS growth in the back half of the year. And the midpoint of our full-year earnings guidance, when you take the midpoint of our Q2 earnings guidance, it forces out 20% EPS growth in the back half of the year, is something we feel is pretty strong earnings delivery.

Okay. That's helpful. Okay.

Don, just for you, on housekeeping. Interest expense -- what should we be using for that? It seemed a little bit lower in the first quarter. Is that $13 million number what we should use for subsequent quarters? Or any color on that?

Yes, I would say about $55 million, plus or minus. Of course, we have a certain component of our capital structure that's subject to market interest rates, although we have fixed a significant portion of our capital structure. We still have some volatility, but $55 million plus or minus would be a good full-year interest, because don't forget the $13 million in Q1 was that 12-week quarter.

Okay. All right.

Lastly, when you guys talk about just kind of the reorder environment, and seeing some softness out there at this point, is it across all brands? Or is it those brands that continue to outperform are seeing more resilience? Or any color at all, either by channel -- you mentioned some comments about geographically. But any other color about that would be helpful.

No. I think our stores and the retailers that are in the warmer or hotter climates, and have had some weather this Spring, have had very good performance. I think some of the -- our stores and retailers that are in the Northeast, upper Midwest, it's been kind of across all brands. Although, I did mention earlier, we had a very good at-once business in the quarter for a couple of our boot brands in the US -- Cat and Wolverine, which, again, was a little -- surprised us a little bit, how strong that was. I think retailers where it's been cold -- we're supposed to get some more snow this coming weekend here in the upper Midwest. They're just keeping an eye on their traffic, and they are ready to pounce as soon as Spring gets here.

Okay. All right. Thank you very much. All the best.

Thanks.

Thanks.

Corbin Weyer, Robert W. Baird.

Thanks for taking my question -- calling in for Mitch Kummetz. Don, very helpful, breaking out the different brand revenue performances for the first quarter there. But could you just wrap up all the PLG brands, and maybe just provide us with an all-in PLG revenue growth number for the first quarter?

We gave -- I gave pretty specific commentary, as you noted, or as you complimented, on the four brands. We had Sperry, Saucony, and Keds that grew at a double-digit clip, and Stride Rite was in the mid-single-digit range. We are reporting our results along our new operating group structure -- the three new operating groups. So, we are not going to report revenue along what the four PLG brands or the acquisition brands -- we've obviously given our accretion number. But our focus is on the new operating group structure, and I think it would be, as much as anything, more confusing to people to be talking about different levels of revenue results.

Sure, and then --

Having said that, given the commentary that we did offer, we are not trying to hide the fact that -- we are proud of the fact that the newly acquired brands grew at a faster clip than the brands that existed prior to the acquisition. And we still maintain -- in the revised revenue guidance, we still maintain that the newly acquired brands will grow at a double-digit clip year over year compared to prior-year pro forma revenue, and the pre-acquisition portfolio will grow in the mid-single-digit range.

Sure. Helpful there.

Secondly, would you be able to parse out the first-quarter gross margin by either the legacy business in PLG? And just quantify some of the buckets there?

Yes, what I will say on gross margin, if you look at the drivers, that 40 basis points down year over year, higher product cost -- the negative associated with higher product cost slightly exceeded the benefit from selling price increases. Foreign exchange -- the negative year-over-year forward contracts was about 40 basis points of the gross margin erosion. Really, if you take that in isolation, everything else kind of nets out to zero.

The contribution from the higher relative gross margin for the PLG consumer direct business added over 200 basis points to gross-margin performance in the quarter. But conversely, the PLG brands' wholesale gross margin is below what Wolverine had reported previously. So, there was a slight offset to that -- about 180 basis points negative. So, on a net basis, the PLG addition to the performance was about 40 basis points of positive contribution in the quarter.

Great. Helpful; that's all I have. Thanks, guys. Good luck.

Thank you.

Thanks.

Scott Krasik, BB&T Capital Markets.

Hi, everyone. Thanks. Just to follow up, I guess, on Chris's questions. But asking them a little differently. So, just first, Don or Blake, on the replenishment in the second quarter, are you assuming that there is going to be less because Spring got off to a slow start than you were previously assuming?

We tend to view -- take a first-half view. We are clearly going to have a little less replenishment. There's going to be a half a turn or maybe a full turn less for sandals at retail in general, given the weather patterns. So, yes.

(multiple speakers) But specifically, for Sperry, that's really a 3Q business also, or a back-to-school business, so that shouldn't be --

Right. Well, and you've got to remember, Sperry is also a fashion business. I mean, it's the number one -- Sperry had double-digit increases across most channels, and had double-digit increases in the quarter men's and women's, had double-digit increases boat and non-boat. So, frankly, the momentum in Sperry continues irrespective of the weather.

Good. Okay. You're speaking more to the truly seasonal business.

Right.

Then, at least as you look at the back half of the year, is the complexion of backlog to at-once different in your model than it was last year?

Yes, I think we continue to follow our narrow-and-deep inventory philosophy. Everybody said -- okay, we had one warm Fall in a row; we can't have two, right? And we just had two warm Falls in a row. Winter really didn't start here in the United States until January this past year. So, I think retailers are being -- they've been burned a little bit twice over the past two years, and they're being a little more conservative.

Okay. So, your comment -- when you say conservative, that would imply that your total percentage of at-once business in the Fall is going to go up, as the total on the backlog percent will decrease?

Correct, if we have normalized weather. Of course, that's kind of a big if anymore.

Okay. And then just last -- you called out some good commentary on Saucony and M-CONNECT, but what's your take on the running category right now, and how are retailers positioning running for Fall?

Yes, I think the running category, right now, continues to be extremely strong. Saucony continues to outperform in every channel, but especially in the run specialty channel. Certainly, they are a couple -- there are some areas of the country where the runners haven't gone in yet to get their new Spring running shoes. So, as soon as the weather really breaks, we expect that to pick up. But run continues to be very strong overall.

Okay. All right. Thanks very much.

Most distribution channels, but especially in run specialty.

Thanks, guys.

Thanks.

Bye, Scott.

Steve Marotta, CL King and Associates.

Good morning, everybody. Don, you mentioned that about 50% of sales in the second quarter are replenishment. What's the ratio in the first quarter, please?

It's in the low- to mid-40%s.

Great. And could you also give the ratio of sandals as a percent of total mix, roughly, in first quarter and second quarter?

We've never done it, quite honestly. I would say -- less than a lot of brands. We certainly have some brands -- a niche brand like Chaco, that is anchored in that performance sandal category. They've certainly been hurt -- affected a little bit by our unusual weather patterns. But I would have to have a week-long project to get back to you on a specific percentage --

Most of our brands, Steve, are not heavily exposed to true Spring/Summer sandals. I mean, many of the brands have expressions. But in terms of the percentage of the business represented by true Summer weather sandals, not that much except for Chaco.

Okay. Great. Please do not take the week to try to complete that project.

(laughter) We have a few other things to do.

Lastly, unfortunately, my phone rang at the very moment that you gave 2Q EPS guidance. Could you please repeat that?

$0.31 to $0.35 per share, adjusted for nonrecurring transaction and integration expenses.

Terrific, thank you very much.

All right, bye-bye.

Sam Poser, Sterne Agee.

Thank you for taking my question. I just want to go back to sort of the second quarter on the revenue side, and sort of everything compared to where you were. On the revenue for Q2, you are expecting less fill-ins; inventory of sandalized product is higher at retail. Even though -- we've noticed through some of the MPD reports and so on that while the Sperry business has been exceptionally strong, the ASPs on the selling of Sperry has dropped off a little bit. Is there a mix issue there that we are seeing or -- and how are the future orders for Sperry looking going into back-to-school -- sort of all those questions as well.

The Sperry business, Sam, continues to be very robust. The fall off in average selling price was pretty minor, and I think it was for a two-week or a four-week period, was all. So, the interest in Sperry across men's and women's, boat, non-boat and most -- frankly, most distribution channels, continues to be very, very strong. Number one in casual, and certainly number one in boat in the US market.

Then, about the sandals, also in all of that. How heavy is this inventory versus what you thought your prior estimates were, how much is Q2 lower, I guess, going at it that way. Then I have one other thing.

I think we are waiting to see, like a lot of people, when the weather is going to break, and what kind of turns we're going to get on Spring and sandalized inventory. It's not very material for our brands across the entire board, but it certainly has had an impact on retailers in certain parts of the country. You know, the Sperry business, for example, doesn't have a big sandal program. Chaco does -- a smaller business for us. Merrell has some, but it's not -- it certainly isn't a dominant portion of their inventory.

Okay. Lastly, the core non-PLG business -- are you forecasting that the earnings in that business down for the full year, when you back out everything? Because it looks like it was down about 10% in Q1 on an adjusted basis.

Yes, I mean, when you look at -- as I mentioned in the answer to an earlier question, we are still forecasting mid-single-digit revenue growth for the pre-acquisition portfolio compared to double-digit revenue growth for the newly acquired brands. But we are still -- as I mentioned in the last earnings call, we're still looking at gross margin expansion for almost every brand in the portfolio. On a combined basis, we'd be looking at gross margin expansion for the pre-acquisition portfolio. There is some pressure as it relates to the incremental pension expense, so if you want to assign that to the pre-acquisition business, I guess you are welcome to do so. Then the normalized incentive comp year over year put pressure on earnings, as well.

But we are not breaking the earnings guidance out between one of the two, although you can certainly take the full-year PLG accretion, and subtract that from the Company guidance and say -- okay, well, that's legacy business. But there are a lot of factors that are driving that year-over-year performance. We still think solid mid-single-digit revenue growth in gross margin expansion for the pre-acquisition portfolio in this economic environment, particularly with Europe being flat year over year, are good results.

Thanks very much. Good luck.

Bye-bye.

This concludes our question-and-answer session. I would now like to turn the call over to Ms. Christi Cowdin. Ms. Cowdin, you may proceed.

Thank you very much. On behalf of Wolverine Worldwide, I would like to thank everyone for joining us today. As a reminder, our conference call replay is available on our website at www.wolverineworldwide.com. That replay will be available through July 9, 2013. Thanks, and good day.