Wolverine World Wide, Inc.
Q3 2013 Earnings Call Transcript

Published: 8 Oct 2013

[Operator:]

Good morning, and welcome to Wolverine World Wide's 2013 Third Quarter Earnings Conference Call. [Operator Instructions] 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.

[Christi Cowdin:]

Thank you, Amy. Good morning, everyone, and welcome to our third 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 third quarter of 2013. And if you did not yet received a copy of the press release, please call Jessica VanSolkema at [phone] to have one sent to you. The release is also available on many news sites or it can be viewed from our corporate website at 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 include some additional non-GAAP disclosures. There was 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, wolverineworldwide.com, click on Investor Relations in the navigation bar, click on Webcast at the top of the Investor Relations page and then click on the link to the file called WWW Q3 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'd like to remind you that the 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. With all that being said, I would now like to turn the call over to Blake.

[Blake W. Krueger:]

Thanks, Christi. Good morning, everyone, and thanks for joining us today. This morning, we reported outstanding results behind strong earnings leverage. For the third quarter, revenue was up 9% over the prior year's pro forma result, an all-time record for the company. Gross margin grew 70 basis points to 39.9%, and earnings per share, adjusted for acquisition and integration-related expenses, increased over 60% versus last year to $1.16 per share. In addition to our record-setting financial performance, the timing of this earnings call marks another important milestone in our company's history. Tomorrow is the one-year anniversary of the addition of 4 iconic brands to the Wolverine Worldwide family

[Donald T. Grimes:]

Thank you, Blake, and thanks to all of you for joining us today. Blake's comments focus on the company's strategic direction and the terrific progress we've made over the last year in successfully integrating the 4 new brands, while maintaining, if not accelerating, the momentum of all of our brands in the marketplace. The powerful combination of disciplined execution, operational excellence and outstanding brand performance has helped elevate the profile for Wolverine Worldwide. Our progress to this point has been exceptional. And as we turn our attention from acquisition integration to business optimization, I'd like to echo Blake's enthusiasm about the very bright outlook for our 16-brand portfolio. Earlier this morning, we were very pleased to announce record financial results for the company's third fiscal quarter that ended September 7, 2013. This represents the third full fiscal quarter for the company that includes results from the Sperry Top-Sider, Saucony, Stride Rite and Keds brands, which were acquired almost exactly 1 year ago today. Let me remind everyone that unless otherwise noted, all financial results in my comments are adjusted to exclude acquisition-related transaction and integration expenses. Turning to the third quarter's revenue results. Consolidated revenue was a record $716.7 million, representing growth of 103% versus prior year reported revenue and excellent 9% growth versus prior year pro forma revenue. Foreign exchange had minimal impact on the quarter's revenue growth. As we expected going into the quarter, retailers did, in fact, place orders closer to need and are at one shipment. As a result, we're up almost 20% in the quarter. Demonstrating the broad strength of our portfolio, we were pleased to see growth from all major geographic regions. Revenue in the U.S., our largest market, grew in the upper single digits in the quarter versus prior year pro forma revenue and has grown at a double-digit rate through the first 3 quarters. Revenue from the EMEA, Latin America and Asia Pacific regions all grew at a double-digit pace in the quarter, again, versus prior year pro forma revenue. It's very gratifying to see the nice performance from Europe. Although only one quarter, the results helped underscore our belief that we're past the low point of that region's recent economic difficulties. Turning now to the results by operating group and brand. The Lifestyle Group, which, again, consists of the Sperry Top-Sider, Hush Puppies, Stride Rite and Keds brands, delivered revenue of $295.8 million in the quarter, a strong 9.6% increase over the prior year's pro forma revenue. Both Keds and Sperry Top-Sider generated impressive double-digit revenue growth. Sperry has now grown its global business at a double-digit rate for 16 consecutive quarters, quite an accomplishment. The brand's men's business was very strong across all channels in the quarter, but the women's business was cycling against exceptionally strong shipments in the prior year of sequined vulcanized product, business that wasn't repeated this year. Direct-to-consumer results for Sperry Top-Sider in the quarter were simply phenomenal. Comp store sales grew over 20% on the strength of significantly higher conversion and higher average ticket. We project that we will end the fiscal year with approximately 50 Sperry Top-Sider specialty and outlet stores, capitalizing on the great momentum of the brand. At Keds, turnaround continues, fueled by the powerful momentum from both the partnership with Taylor Swift and the product collaboration with Kate Spade. As Blake mentioned, Keds also recently introduced exclusive product offerings in partnership with teen retailer Hollister, a significant step in the brand's strategy to expand market share and reach a broader and younger base of consumers. Hush Puppies had mixed results during Q3, as excellent double-digit revenue growth in the U.S. and Latin America and a solid gain in Asia Pacific were more than offset by continued challenges for the brand in Europe and Canada. The Stride Rite wholesale business delivered its strongest revenue quarter ever, illustrating the brand's successful transformation and ongoing focus on building strong and lasting connections with consumers, with an unmatched portfolio of children's footwear brands. Our Performance Group, consisting of Merrell, Saucony, Chaco, Cushe and Patagonia Footwear, posted revenue of $254.1 million, an impressive gain of 13.4% compared to prior year pro forma revenue. The outstanding results were well balanced, as Merrell, Saucony, Chaco and Cushe all generated double-digit revenue growth in the quarter. Merrell's strong results in the quarter reflect growth from each of the Performance Outdoor, Outside Athletic and Active Lifestyle categories, with the latter being especially gratifying because we've been working very hard to regain traction with the brand's casual offerings. Saucony had another impressive quarter and continues to deliver with innovative products that stand out in the marketplace, including Omni 12, an Editor's Choice from Runner's World Magazine; and Carrera, the best cross-country shoe from Running Network. Saucony continues to gain market share in the all-important run specialty channel, growing at more than twice the rate of the overall category, and was the #2 brand in that channel for the first time in the month of August. Chaco had a strong Q3 compared to the prior year, driven by strong at-once demand for the classic Z sandals and a nice lift from the MyChacos initiative, which are customizable Chaco sandals available online at chacos.com. And Cushe had a notable double-digit increase this quarter and continued to gain traction in the U.S. with important retailers such as REI, Dillards and Flip Flop Shops. The Heritage Group, consisting of Wolverine, Cat Footwear, Bates, Sebago, Harley-Davidson Footwear and HyTest, had revenue of $144.6 million, up slightly compared to the prior year. The global Cat Footwear business had a solid quarter, as double-digit growth in the U.S. was driven by strong at-once demand. The increase for the Wolverine brand was driven mainly by improvement in Canada and better business in EMEA, and Harley-Davidson delivered another quarter of growth driven by the success from the brand's new lifestyle offerings. Gross margin of 39.9% in the quarter was up 70 basis points over the prior year's reported gross margin. The excellent gross margin performance was driven by a greater percentage of business from high-margin, consumer-direct operations and select price increases that were instituted earlier in the year. These benefits were only partially offset by higher product costs, incremental LIFO expense and negative variances on FX-forward contracts. We believe there is a real opportunity to continue to drive organic gross margin expansion via strategic selling price increases, while leveraging with our third-party factory base the full power of our 100 million units per year brand portfolio. The company reported operating expenses in the third quarter of $199.7 million, which included $7.4 million of acquisition-related transaction and integration expenses, primarily related to transitional headcount cost and professional services in support of our successful migration of the newly acquired brands to our SAP platform. Excluding the transaction and integration expenses, SG&A was $192.3 million or 26.8% of sales versus 25.3% of sales in the prior year. Compared to the prior year, the SG&A increase in the quarter includes $4.6 million of amortization expense related to purchase price accounting, $9 million of incremental pension and incentive comp expense, increases in brand building investments and the impact of a higher portion of business coming from consumer-direct channels. Due to the SAP conversion late in Q3, the company took a measured approach to discretionary spending as a contingency against any shipment delays or other major issues that might have resulted from the system change. As a testament to the extraordinarily detailed planning that accompanied the project, the conversion went very smoothly without any significant issues. A portion of the deferred discretionary expenses will occur in Q4. Net interest expense in Q3 was $11.9 million, consisting of both interest expense on the outstanding debt and amortization of debt fees that were capitalized at closing and are being amortized over the life of the respective loans. The reported effective tax rate for the quarter was 25.9% and reflects the benefit from the deductibility of the acquisition-related expenses, primarily in high statutory tax rate jurisdictions. Excluding acquisition-related expenses, the effective tax rate in the quarter was 27.7%, and that rate reflects a catch-up amount in the quarter for a full-year forecast that now skews taxable income more to higher tax jurisdictions than did the previous forecast. Fully diluted weighted average shares outstanding for the third quarter were 49.6 million shares. Fully diluted earnings for the quarter were $1.16 per share, a 61.1% increase versus the prior year's $0.72 per share, an exceptional result. Recall that we announced in July a 2-for-1 stock split to be paid in the form of a stock dividend on November 1 to shareholders of record on October 1. These quarterly earnings numbers are not adjusted for the upcoming stock split. The outstanding earnings results in the quarter were driven by strength in our legacy business and excellent earnings accretion from the PLG acquisition of $0.35 per share. Please be reminded that we are calculating accretion by subtracting incremental 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. Earnings accretion in Q4 will be impacted by both the seasonality of the PLG brand's business and the shift of certain discretionary expenses into the latter part of the year. Switching gears to the balance sheet. Total accounts receivable and inventories at quarter end were each up over the prior year by more than 70% due to the inclusion of our 4 new brands. Day sales outstanding were up modestly over the prior year due to a different mix of customers and credit terms resulting from the new brand acquisitions. Inventories at quarter end, although up versus the prior year, were below our forecast due to strong at-once orders, particularly in the last few weeks of the quarter. We finished the quarter with cash and cash equivalents of $147.8 million and net debt just under $1 billion at $994.3 million, the first quarter end since the transaction close at which net debt has been below $1 billion and a full $179 million lower than net debt just 1 year ago, reflecting both the powerful cash flow generation of our business and the company's commitment to use this cash flow to deleverage as quickly as possible. To that end, in addition to the mandatory principal amortization, we've made a $35 million voluntary principal payment on our term loan B in the quarter. Operating free cash flow through the first 3 quarters of the year was $95.6 million, including $22.7 million of operating free cash flow in Q3. Further to the balance sheet and our capital structure, as Blake noted in his comments, tomorrow marks the one-year anniversary date of the closing of the PLG acquisition. And that milestone, combined with our strong operating performance in the year since closing, is providing a great opportunity to refinance our interest-bearing debt. More specifically, we've been working in the past couple of months to amend and extend our current senior secured credit agreement, the result of which will be an increase in our lower cost term loan A to $775 million, the retirement of our higher cost term loan B, the maturity of the credit agreement being extended 1 year to October 2018 and the modification of a handful of other terms and conditions, all to the company's benefit. We expect to close of the refinancing later this week and the result will be a reduction in annualized cash interest of approximately $4 million. The refinancing will result in a charge in Q4 related to the early extinguishment of debt of approximately $21 million. The vast majority of this charge is a noncash write-off of a portion of the debt fees that we capitalized on the transaction closing date last year, with only about $1.2 million related to cash cost associated with the refinancing. As a result of this charge, fiscal 2014 interest expense will be further lowered by an approximate $3 million reduction in the amortization of capitalized debt fees. Even with the incremental cost of the interest rate swap arrangement that kicks in this month, this timely refinancing, along with pricing reductions driven by our lower leverage, will help lower our full year interest expense next year by approximately $8 million, an excellent result. Turning to our outlook for the balance of the year. The excellent 9% revenue growth in Q3 raised our year-to-date revenue growth to 7.7%, a solid performance in the context of a European economy that is still struggling and the uncertainty that surrounds the U.S. market. That said, given cautionary commentary by some key U.S. and European retail partners regarding the holiday season, we believe it's prudent to narrow our full year revenue guidance to a range of $2.71 billion to $2.73 billion, representing full year growth in the range of 6.4% to 7.1% versus 2012 pro forma revenue. This full year range results in guidance for the fourth fiscal quarter of $750 million to $780 million or a growth versus prior year pro forma revenue in the range of 3.2% to 6%. Due to the very strong year-to-date earnings performance, we're increasing our expectations for full year earnings to a range of $2.73 to $2.83 per share and growth in the range of 19.2% to 23.6% versus the prior year earnings per share of $2.29. Further adjusting for the nonrecurring tax benefits recorded in the prior year, our increased full year earnings guidance represents growth in the range of 30% to 34.8%. Included in this outlook is the expectation of full year accretion from the PLG acquisition of approximately $0.75 per share, outstanding result from the first full year of ownership. The increased full year earnings guidance suggests Q4 earnings in the range of $0.30 to $0.40 per share compared to prior year earnings of $0.48 per share. In addition to the expectation of modest earnings dilution from the PLG acquisition in the quarter, there are several other items that, in the aggregate, will negatively impact year-over-year earnings growth by approximately $0.23 per share, including

[Operator:]

[Operator Instructions] Our first question comes from Christian Buss at Crédit Suisse.

[Christian Buss:]

I'd love it if you could provide some perspective on the rebound in the Merrell business and how that business performed regionally. If you could talk about the expectations for Merrell going forward as well, that would be very helpful.

[Blake W. Krueger:]

We can provide a little insight there. Obviously, Merrell had a great quarter, double-digit revenue increase. I would say that this was also reflected in Merrell's retail doors, as well as its e-commerce business, so it was kind of across the board by channel. And the most -- one of the most encouraging things, frankly, in the quarter was the fact that this was across all 3 product categories

[Donald T. Grimes:]

Okay. Chris, I will add to that, that the very strong performance in the quarter, after what was somewhat of a tough Q2 for the reason that we talked about in the last earnings call, has brought the year-to-date growth for the brand up into the low single-digit range, and that's consistent with the guidance that we had offered in the last earnings call regarding our full year outlook for the brand. So it's a nice turnaround for the brand for sure.

[Operator:]

Our next question comes from Edward Yruma at KeyBanc Capital Markets.

[Edward J. Yruma:]

The $0.10 delta in -- or the $0.10 range in 4Q guidance is a little bit wider than I think you guys have normally had have for one quarter, so I wanted to dig in on that. And I know that you've had, I believe, earlier this year kind of a bucket of marketing expenses that were deferred from the first half to the second half. I think you also said there were some expenses that are going from 3Q to 4Q. So I guess have some of these expenses been kind of pushed off to next year?

[Donald T. Grimes:]

Yes, as it relates to the guidance, you're right. We did have a $0.05 range last year going into the quarter. I mean, I will say that we are a larger, more complicated company this year with the addition of the PLG acquisition. So we felt like a $0.10 range is probably appropriate going into a fourth quarter, which, remember, is a 16-week fiscal quarter for us that includes an additional 4 weeks versus the first 3 fiscal quarters, so that's kind of the reasoning behind that. You're right, we did talk at -- during the Q2 call about some marketing spend and headcount adds that were more in the G&A area being deferred into the second half of the year from the first half of the year. And then the issue that I talked about with some kind of caution on discretionary spending in Q3 as we approached the SAP conversion did cause some of those expenses to shift into Q4. But I would say very little of those expenses have been shifted into 2014 from 2013, so we still expect investment behind our brands to be relatively robust in the fourth quarter.

[Edward J. Yruma:]

Got it. And one follow-up, not to parse semantics, but I think last quarter you said that Sperry sales were extremely strong, and then this quarter, you said they were very strong. I guess if you could maybe dimensional-ize the relative growth rates and then if you see any change in trend.

[Blake W. Krueger:]

I'll let Don handle that one.

[Donald T. Grimes:]

I need to read our transcript more closely for the prior quarter before doing the current. I would say that the -- that's still a very strong rate of double digit growth, but at a rate that's probably a little bit lower than Q2, but still a rate of growth that we're very pleased with.

[Operator:]

Our next question comes from Jim Duffy at Stifel.

[Jim Duffy:]

Don, it looks like some moving parts on the GAAP guidance. Can you explain that, please? I'm struggling to understand, you have this incremental manufacturing restructuring, I'm just trying to follow all the pieces there.

[Donald T. Grimes:]

Yes. I mean the GAAP guidance versus the last time would include the early extinguishment of the debt and the charge related to the Dominican Republic manufacturing initiative. I think the transaction and integration expenses, if they've changed from the last guidance, would have changed only a very small amount, like $1 million or $1.5 million. So what we have in the supplemental table of the company in the earnings release, we included the midpoint of the range that we gave for the DR charge and the midpoint of the range we have for the early extinguishment of debt charge. So beyond that, can you be more specific, Jim, because I can't be more specific [indiscernible].

[Jim Duffy:]

What I'm struggling with, it looks like the manufacturing restructuring is a new charge that wasn't previously contemplated.

[Donald T. Grimes:]

That's correct.

[Jim Duffy:]

Does that bring -- if you strip that out, does the GAAP guidance go down on an apples-to-apples basis?

[Donald T. Grimes:]

That would be included in the GAAP guidance, but not included in the $2.73 to $2.83 adjusted guidance. So the $2.73 to $2.83 is our adjusted EPS guidance that does not include transaction and integration expenses that are non-recurring in nature, does not include the charge related to the early extinguishment of debt and does not include the charge related to the DR activity.

[Jim Duffy:]

Okay. So the guidance, which excludes those charges goes up, but you do have some incremental charges with this manufacturing restructuring?

[Donald T. Grimes:]

That's correct. So the GAAP guidance would -- which I didn't really speak to specifically, it's in the table of the accompanying earnings release, that would have gone down because of the charges that we're announcing today that weren't in the previous the GAAP guidance.

[Jim Duffy:]

Got you. Okay. And then the gross margin was off of the first half rate some -- despite what seems to be pretty good performance from a growing direct-to-consumer business. That caught me by surprise some. Can you quantify the FX impact?

[Donald T. Grimes:]

Yes. FX was about 70 basis points negative. It's certainly bigger than a breadbasket. And I will say that we're very pleased with the 70 basis points improvement in gross margin. I know there were some analysts' notes out there that were contemplating there was a consensus for -- the sell side was contemplating more gross margin expansion than the 70 basis points. I will say that the contribution of the incremental PLG consumer-direct business in the quarter was muted somewhat by some sluggish comp store sales performance by Stride Rite, exceptionally strong performance in Sperry Top-Sider, which has some of the highest brick and mortar gross margin across the retail fleet. But the Stride Rite business did struggle a bit because back-to-school -- it's the biggest season for Stride Rite, and as you know from everything you've read, the back-to-school shopping season was not as robust as we had all hoped for.

[Jim Duffy:]

Got you. Okay. And then some of the benefits you hoped to get from consolidating buying power and so forth on gross margin, when should we expect to see those begin to flow through the P&L?

[Donald T. Grimes:]

Some of those are flowing through the P&L this year. It's hard -- difficult to quantify those, hasn't been a call out that we've made, but those will continue in 2014 as we make additional strategic decisions about how to consolidate our factory base where appropriate and to not have too much concentration with any one factory group. So I think you'll still seeing those flow through in 2014 and quite frankly, for years to come as we continue to leverage the clout and the power that we represent.

[Operator:]

Our next question comes from Kate McShane at Citi Research.

[Kate McShane:]

It sounds like you're going to be a little bit more aggressive on price increases going forward and I think you mentioned 2 price increases helped you during the quarter. Can you go into more detail on how you're approaching this across your portfolio and what level of price increases can we expect? And within that, can you comment at all on the inflation you're seeing in the supply chain currently and how the closure of the factories could help with your costs?

[Blake W. Krueger:]

Yes. Let me comment on the latter part of your question first. I think the overall sourcing environment right now remains, frankly, very stable. Leather is still high, although it's down about 10% from its high-tide mark. Oil- and petroleum-based products have settled into a livable range, and overall pricing from Asia Pacific appears to be fairly stable. So in that regard, it's good news for us and it's probably good news for the entire industry. I would say, obviously, when you're sourcing 100 million pairs of better-grade product, you have some leverage that might not be available to some of our smaller competitors. As far as price increases are concerned, we're constantly looking at that in the context of a price value equation for the ultimate consumer. So there may be value in a $350 Wolverine 1000 Mile Boot, there may be value in a $50 Cushe Slipper. And so we're constantly evaluating the price-value relationship, and where appropriate, especially when we introduce new products, we're not shy and capable of taking price increases. It's a little bit harder for some brands in their carryover product, especially, for example, in the work boot arena, but we're always looking at providing our consumers with a great value irrespective of what the price is. And we do look at it brand by brand and collection by collection at that kind of a detailed level.

[Operator:]

Next question comes from Taposh Bari.

[Taposh Bari:]

You guys referenced a choppy retail environment and it's kind of hard to really appreciate the underlying business given the moving parts in your company. But I was hoping you could talk more specifically about what you're seeing in the U.S. as we're now 9 months into the year. I mean, spring, summer had weather as noise, but what's happening over the past couple of months there?

[Blake W. Krueger:]

Yes. I'll give you my current view of the U.S. market. And I think, as we all know, back-to-school was pretty tepid and inconsistent. Some brands did okay when they were there with a good value and a good -- and they had brand heat and some brands and retailers struggled. We probably think that's going to be a bellwether for the holiday season. Right now, we're expecting the holiday season, whether it's the 6 fewer days, the mindset of the consumer, the mindset of retailer to be a bit more promotional. It's certainly going to be shorter and probably a little bit more challenged than normal. The consumer in my mind is hunkering down a bit and I don't -- it's hard to quantify that in terms, is that government shutdown, is that lack of compelling fashion trends, is that lackluster performance of our economy here in the U.S.A., is it just general uncertainty? But certainly, we've seen that reflected in the last 4 to 6 weeks in mall traffic counts, traffic counts through our own retail stores and that's one of the reasons, frankly, why we narrowed our revenue guidance for Q4.

[Taposh Bari:]

And I wanted to just quickly follow-up on just the international trajectory over the next 12 months. So the Sperry, international being a key part of that acquisition, can you walk us through how the sell-in and sell-through of that business evolves over the next 12 months? When are the big shipments going to start to take place internationally for that brand over the next year and when should we start to see some evidence of how the sell-through actually transpires?

[Blake W. Krueger:]

Yes. I don't think you're going to see any step level increases. I think what you're going to see is a gradual build of the business over time. That's been our history as we brought, over the last 15 years, 7 or 8 other brands into our portfolio. Just to kind of give you some -- in many of these programs, whether they're for Sperry, whether they're for Saucony, whether they're for Keds, are very early in their development yet. Some of them have not even had their first season in country, some of them are just completing an initial test season. So far, the results are very good and encouraging. The whole world shops in the U.S.A., so they know what's hot here and they know what's happening here from a fashion and trend standpoint. So frankly, it's a business we expect to build over time. Despite our best efforts, and we've been spending a lot of calories on that this year, this initiative, we've opened about 70 new countries to our new brand. Virtually, all of these brands currently stand at about half the country number of our brands that have been in our portfolio longer. So when I'm comparing them to Cat, Hush Puppies, Merrell, really Saucony, Sperry, Keds and Stride Rite are all still very, very early on the international growth curve. So I'm sorry I can't quantify it any more than that, but we know the steady growth is going to be there and we're working hard to accelerate it.

[Donald T. Grimes:]

Taposh, I will add to that, that obviously, enormous opportunities for growth for the new brands, Sperry and Keds, in particular in Europe and South America, but getting China right for these brands and selecting the right partner in China was critically important. We thought given the size of that market and what it represents in terms of opportunity. And our conversations with E-Land about partnering with them in China started pretty much right after the acquisition closed last year. And so those comments were included in Blake's prepared remarks very purposely to emphasize how important that was -- as we think for the brand's future growth to have the right partner in China, and we think that right partner is E-Land.

[Taposh Bari:]

Great. Can I sneak one more in. So you mentioned pretty strong comps at Sperry, it sounds like an acceleration at the store base relative to 2Q. Can you talk about just the sell-through rates within wholesale here in the U.S., how that transpired during the back-to-school season?

[Blake W. Krueger:]

Yes. I mean, generally, we're pretty happy with the sell-through rates at Sperry, especially in the mall environment and certainly as reflected in our own 48 Sperry retail stores and the e-commerce site. So the fall, even though a lot of people think of boat shoes and boat shoe derivatives as more of a spring product, the fall was, obviously, pretty strong for Sperry, Q3 so far.

[Donald T. Grimes:]

As my comments indicated, Taposh, there was stronger performance on the men's side of the business, particularly the Gold Cup collection, which helped raise the average selling price for the men's side of the business more than the women's side. But the ASP for the women's side was negatively impacted by the introduction of a broader sandal offering through the summer and early fall months, so that had a negative impact on ASP for the women's side of the business. But as I mentioned in my comments, the absence of the sequined, vulcanized product this year that was a big sell-in item last year, had a negative impact on our revenue in the quarter on the women's side of the business for Sperry.

[Operator:]

[Operator Instructions] Our next question comes from Mitch Kummetz at Robert Baird.

[Mitchel J. Kummetz:]

A few things, Don, I think you sort of kind of answered part of my first question, which was just to elaborate on the Sperry women's business. But I wasn't clear in your remarks whether -- I mean it sounds like that business was still up, but just wasn't up as much as men's, is that correct?

[Donald T. Grimes:]

Correct.

[Mitchel J. Kummetz:]

Okay. And then are there any other tough compares in that business similar to the sequined, vulcanized that we should be thinking about on a go-forward basis to kind of gauge what the growth trends on either the women's or the men's might be?

[Donald T. Grimes:]

Yes. I would say on the women's side, the brand talked about some wet weather product that was introduced in last year's Q4 that sold in strongly, but didn't -- that particular product didn't sell-through quite as well. That's some product that we won't anniversary as strongly this year in Q4. So that will be another drag on the business in Q4. That's probably the one call out I would mention.

[Mitchel J. Kummetz:]

Okay. And then on your sort of implied Q4 sales guidance, up 3% to 6%. Could you just provide us a little bit more color on how we should either think about that by operating group or by channel or by geography? I mean, is there anything -- I know as of last quarter, you were saying Merrell up low-single digits, I'm wondering if that still applies for the year, low-single digits?

[Blake W. Krueger:]

Yes. I guess, initially, Mitch, I mean our revenue guidance for Q4 is done in the context of the U.S.A. market being more important to the company today. And given what we think is coming in the U.S.A. market, which is a somewhat tougher holiday season for a whole variety of different reasons, that's one of the things tempering our thoughts as far as Q4, frankly.

[Donald T. Grimes:]

Yes. I mean with over 70% of our reported revenue now, it's out of the U.S., with the PLG acquisition last year, so our reported results skew much more to the U.S. And we've taken a fairly conservative view on reorders in Q4, which I know is a subject near and dear to your heart, Mitch. We don't want to -- we didn't want to go out with revenue guidance that have reflected a strong rebound going back to fourth quarter of fiscal 2010, for example, at-once orders which were very strong in the last 6 weeks of the year. So we've taken a more conservative view on at-once orders. Our year-to-date growth rate in EMEA is still below what we think it will be on a full year basis, so we're expecting slightly stronger growth in EMEA. Not necessarily as strong as we had in Q3, but strong enough to bring the year-to-date growth to that flat-ish range that we had previously guided to. We expected, as Blake indicated, the U.S., which again is over 70%, to kind of be stable but not overly robust, given the outlook for the holiday season. And our view on comp store sales in Q4 also reflects that level of conservatism. So does that help at all? [indiscernible] Because that's kind of scattered [indiscernible].

[Mitchel J. Kummetz:]

It helps quite a bit. No, I appreciate that. And then I guess, lastly, is there's any way you could provide us a little bit of help in terms of how to think about margins for Q4. I haven't gone back and tried to kind of work out with what's implied in the margins based on your sales and earnings guidance, but how we should be thinking of sort of gross margin versus SG&A to get to your earnings guidance based on your sales outlook?

[Donald T. Grimes:]

Yes. I mean our year-to-date gross margin adjusted is up a little over 100 basis points. So that would be a reasonably good barometer for what you might be looking for, for Q4, and a lot of it depends on what consumer direct is versus wholesale. There are even more moving pieces in our gross margin story now than they were prior to the acquisition last year. So it makes it even a little bit more complicated to try to predict accurately, which is why I tried to use qualitative modifiers rather than specific numbers. But I would say the year-to-date gross margin improvement, I'm showing 113 basis points, would be a reasonably close indicator of what Q4 would be. If it comes in at plus-80 basis points, don't skewer me for being off because there are a lot of moving pieces, but that would be something I would look at. And I would, again, we were expecting another quarter of SG&A deleverage driven by the factors that I cited in my remarks, all the things that are impacting year-over-year earnings growth from higher incentive comp expense, pension expense, the purchase price amortization and things like that.

[Operator:]

Our next question comes from Steve Marotta at CL King & Associates.

[Steven Louis Marotta:]

Don, could you quantify the SG&A expense that was delayed from 3Q into 4Q?

[Donald T. Grimes:]

It was in the single digit of millions, probably below $5 million, but big enough to talk about and call out.

[Steven Louis Marotta:]

Excellent. And also, Blake, you mentioned Keds kiosks to open, I'm not sure if you said either in this quarter or next year, can you talk a little bit about that initiative, number and costs there and opportunities?

[Blake W. Krueger:]

Yes. This year, we're looking at a handful, maybe in the 5 to 8 range. We've already opened 1, I believe, this past weekend in Natick Mall in Massachusetts. And we'll be doing another -- oh, 5 to 7 of them yet this year, but we've already -- we're already executing on that initiative.

[Steven Louis Marotta:]

And then how many can we think about roughly next year?

[Blake W. Krueger:]

I'll let you know as soon as we know how the first 5 to 8 actually do. I mean, the kiosks themselves look spectacular. They're, frankly, the best I've ever seen in a regional mall environment. The brand has a lot of heat right now, Taylor Swift and the affiliations with Hollister and Kate Spade, so it's a perfect environment this fall for that kind of kiosk opportunity. But we're going to be evaluating that pretty closely and we'll have more to report when we talk in February.

[Operator:]

Our next question comes from Chris Svezia at Susquehanna.

[Christopher Svezia:]

So my first question, just want to circle back on Merrell. I'm curious, I mean, the growth there was pretty impressive. I do recall last third quarter, Europe was challenging. But I'm curious if you can maybe break up Merrell between what you saw internationally, in Europe specifically, and what you saw in the U.S.? And then, I'm obviously just curious about -- last time you kind of quantified and threw out there a backlog number, so it's going to come back to haunt you now. So I'm just curious how that looks at this point, any change? And I think you said a high single-digit backlog number for Merrell.

[Blake W. Krueger:]

Well, I hope Don did that and not me in the past but...

[Donald T. Grimes:]

Now I get blamed [ph].

[Blake W. Krueger:]

I'll blame Don. But I would say Merrell, we had -- Merrell had some easier comparisons in Europe, so we frankly expected a pretty good rebound in Europe in the quarter, they certainly exceeded our expectations. Latin America was also very strong for Merrell. We've got several programs in Latin America that have Merrell concept stores, and those stores performed extremely well in the quarter. Merrell delivered growth in the United States in the quarter, which was very encouraging. And then like I said before, really, the growth was not in any particular product category, but it was very strong performance outdoor outside athletic, but showed growth in Active Lifestyle as well. So geographically, we would expect that kind of balance to continue.

[Donald T. Grimes:]

And what I will add to that, Chris, is we're looking at a positive backlog across all 3 components of the Merrell business. But as we get orders on the books that go deeper into 2014, where we're comparing against the full launch of the M-Connect collection last year, which had a bit of an additional pipeline fill plus all the splash and the -- that went along with the new product launch, that the current order book for Merrell will be somewhat negatively impacted in the outside athletic category even though it's still positive, but negatively impacted by the launch of M-Connect last year. But we're making great progress in the performance outdoor and very gratifying progress with the Active Lifestyle, which we've been working so hard to get that back on track.

[Christopher Svezia:]

Okay. All right. That's helpful. So I mean in the quarter itself, just to clarify, it's fair to say that international for Merrell grew much faster than U.S.-based business?

[Donald T. Grimes:]

Yes. That is fair. And part of that was, again, as you alluded to the easier comp in last year, Q3, but I don't want that to be misinterpreted as the only source of growth for EMEA for the brand or the portfolio as a whole.

[Christopher Svezia:]

Okay. And do you expect growth for the Merrell brand in the fourth quarter based on your guidance in the U.S.? I mean you mentioned broad-based, so I'm just -- I want to clarify that.

[Blake W. Krueger:]

Yes. We usually don't give that kind of detail, but frankly, we do expect some growth, yes.

[Christopher Svezia:]

Okay. Last question I just had, I just wanted to clarify something. You said -- what's the PLG accretion again? I heard a $0.75 number, I'm just...

[Donald T. Grimes:]

$0.75 is the number we're giving for the full year, approximately $0.75.

[Christopher Svezia:]

Okay. So then would that assume -- I guess, on the core business, it's a little bit softer. I think beforehand it was $0.55 to $0.65, do I have that correct or is -- I'm just trying to...

[Donald T. Grimes:]

Yes. We were at $0.55 -- a range of $0.55 to $0.65 before and we're saying approximately $0.75 now. So we compressed our earnings guidance to a range of $0.10 versus the $0.15 that it was before. I guess, if you look at the midpoint, our midpoint went up about $0.11 a share. And you could say that the top end of our accretion guidance went up $0.75 -- from the top end to the $0.75 a share, it went from about $0.10 a share. So that would kind of force out that the pre-acquisition business is about in the same range that it was in our previous guidance.

[Operator:]

Our next question comes from Scott Krasik at BB&T.

[Scott D. Krasik:]

Can you just parse out Europe a little bit more. So are you seeing any real strength? Are you attributing all of the growth to the soft comparison? Then I think you also said you had some timing shifts on the last conference call into Q3.

[Blake W. Krueger:]

Yes. I mean, Europe from a macro standpoint, I think what we've talked about for the last 2 or 3 quarters is coming to fruition. We believe, absent some significant macroeconomic events that we can't control and nobody can control, that the worst may be over in Europe. They're predicting some Eurozone GDP growth next year. We're seeing better trading conditions in Northern Europe and the U.K. as well. We believe that Southern Europe remains pretty challenged as we look ahead into the future. So that's kind of our view in Europe that the worst, frankly, may be over, but it isn't going to be a hockey stick-type recovery in Europe, it's going to be probably a slower recovery similar to what we've experienced here in the United States.

[Donald T. Grimes:]

What I'll add, Scott, is that the growth rate in EMEA in the quarter was stronger than either in the U.S. or Canada. And it's been many quarters in a row that we have not been able to make that statement. The growth rate in Latin America and Asia Pacific was even stronger, but as you would expect given the smaller market share that we have in those markets, but it was particularly pleasing to see that strong quarter out of EMEA after what's been a couple -- a tough couple of years. The timing shift that you referred to was more of a couple percentage points of growth year-over-year for the market. So even without that or factoring that out of the equation, EMEA would have still grown at a very strong rate.

[Scott D. Krasik:]

Okay. That's helpful. Don, I think you either talked to directionally or specifically to legacy gross margins in the past.

[Donald T. Grimes:]

I have, you're right. I don't know if we did it in Q2, I'm thinking back to when we last commented on it. I think our comments about the full fiscal year where that legacy gross margin would be up over the prior year and we would expect a gross -- an incremental gross margin contribution from the full year inclusion of the PLG business, which is true. Both of those statements are still true.

[Scott D. Krasik:]

Okay. And then you said Stride Rite comps were sluggish. Does that mean negative?

[Donald T. Grimes:]

They were down low-single digits.

[Scott D. Krasik:]

So then the brand, as a whole, even though wholesale was very good, was that...

[Blake W. Krueger:]

No. I mean, Stride Rite posted growth in the quarter. I think this was the, frankly, the 11th quarter in a row where the wholesale portion of the Stride Rite business had a double-digit sales increase.

[Scott D. Krasik:]

Okay. So it was, Stride Rite as a brand, was up you're saying?

[Blake W. Krueger:]

Yes, moderately [ph].

[Donald T. Grimes:]

Yes.

[Scott D. Krasik:]

Okay. And then, again, I know you'd shy away from backlog, but I'm sure your order book is probably complete or almost complete for Sperry for the spring. Can you talk directionally to that?

[Blake W. Krueger:]

It's -- we really can't. Well, we probably could, but we don't want to. I would say that when we look at our company, we've been predicting for a quarter or 2 now just retailers also hunkering down a little bit, very stingy with future orders, but expecting brand owners to be there with the product when they needed it at once. Certainly, our company, as a whole, experienced that in Q3 across all of our brand portfolio. A pretty strong double-digit increase in our at-once business in the quarter, that was certainly true for Sperry as well. So it may be the new normal that we're migrating to in this regard. We always would like more future orders, but we have a narrow and deep inventory philosophy and policy, and that served us pretty well in Q3.

[Scott D. Krasik:]

No, that's actually really helpful. And then just lastly, I mean international for Sperry, it seems like it's mostly partner-based. Are there a lot of investments? Is this an accretive venture as you start out from Day 1, is it dilutive? How do we think about Sperry international expansion?

[Blake W. Krueger:]

As you know, our distributor model is almost always accretive from Day 1. There are investments. We do invest behind our partners in certain countries and regions and we invest in adding additional people on the ground real-time in various regions and around the world, but our model is almost always accretive from Day 1. I would say at this point though, you have to remember, Sperry today is still a 90%-plus U.S. business, so very early in our efforts to expand that brand around the world.

[Operator:]

Our next question comes from Sam Poser at Sterne Agee.

[Sam Poser:]

You had called out on the Q1 call that the accretion, you're expecting $0.70 to $0.90 for 2014. Could you give us an update on where you are given that you are at $0.75, you're modeling $0.75 for this year?

[Donald T. Grimes:]

Yes. We're not giving specific 2014 accretion guidance. We'll talk to that when we give our official 2014 guidance when we announce our Q4 results. Although I will say it's probably fair to assume that our range of accretion for next year will be north of the $0.75 per share that we're forecasting for 2013. One item that I mentioned during my prepared remarks, Sam, was that the lower interest expense year-over-year of $8 million, which was about, I guess, $0.11 per share, that will be obviously an add to the full year accretion next year versus this year. And we, obviously, are going to expect organic operating income growth from the newly acquired brands, so that would be additive as well to the $0.75. But the specific number itself or the range will be disclosed when we give you our official guidance in a few months.

[Sam Poser:]

I'll just ask, why did you -- what made you decide to change the discussion of that given that you did put it out there once before?

[Donald T. Grimes:]

When we put it out there -- I'm sorry, when we changed the discussion, we...

[Sam Poser:]

Well, I mean, you put a number of $0.70 to $0.90 out and then haven't updated that number since. I was just wondering if you felt comfortable about giving $0.70 to $0.90 6 months ago or 5 months ago, why not continue to update it as you have the other accretion numbers?

[Blake W. Krueger:]

Yes. I think, Sam, it's as simple as we wanted to give you guys and the world our best view at that time as to what we thought kind of year 1 was going to be and year 2. We're going to have -- we're not -- we don't have year 1 quite under our belt yet, but we're going to 2013 under our belt and we're going to know a lot more when we get to the end of this fiscal year. And whatever number we give you next year is going to probably be more accurate than what we were able to tell you about '14 a year ago.

[Donald T. Grimes:]

It's going to be higher than $0.70 to $0.90. How much higher, we're not disclosing yet because we don't know for sure yet. We're going in to our 2014 planning sessions with our business units over the next few weeks, and we'll have a much better, much clearer view of 2014 once we get through all the tos and fros of that.

[Blake W. Krueger:]

Yes. Let us get a chance to get through the holiday season in this year and then we'll give everybody some additional insight.

[Sam Poser:]

And when you look at the women's Sperry business, you talked about that, I guess, the word would be a deceleration, is that a fair statement there given the mix and everything? When you look at the women's business going forward, I mean, how do you think about the growth, I'll call it the apples-to-apples growth trajectory there? And on the Merrell brand, I mean, you commented that you thought the Merrell brand was a double-digit increaser for some time. Anything changed in the way you're looking at it and how are you thinking about those 2 brands over the longer term?

[Blake W. Krueger:]

I guess, over the longer term, we view each of those brands as $1 billion brands. As you know, Sam, we don't have a lot of them in our industry, but just to focus on Sperry, when I look at the women's business today, I mean, obviously, Sperry is dominant in boat shoe derivatives, both men's and women's. More recently, the men's business has been stronger for the reasons that Don talked about. But we see a lot of opportunities in women's, whether it's in boots, whether it's in core casuals, whether it's in flats and ballerinas or wedges, there's a -- where we've started to introduce and expand the product categories, we've had a lot of success and we, frankly, just need to execute and do more of that for the Sperry brand. Certainly, there's been no pushback from the consumer, young or old, male or female, regarding the Sperry brand. Merrell, we also view as a $1 billion brand. We view both of these brands as making inroads, significant inroads into the lifestyle arena. So they're both going to be, and are today, lifestyle brands. For Sperry, I think, Li & Fung will be coming out with a significant apparel program to help drive that brand. And already Sperry is seeing a lot of success in its license businesses, swimwear, sunglasses, watches, socks, they've had a lot of success. And that's also helped drive the strong double-digit increase in comp stores for that brand. So nothing really has changed from a longer-term perspective, we see each of those brands as $1 billion brands.

[Donald T. Grimes:]

Just a couple of additional comments on Sperry, Sam, to help you out. I think there's a difference between a deceleration of a growth rate and a negative growth rate. And when the brand has grown globally, and most of that growth in the U.S., that at 40%, 57% and 32% each of the last 3 full fiscal years. It's perhaps not surprising to see that rate of growth, that the law of large numbers eventually comes into play, it's not surprising to see that rate of growth decelerate a bit. As it relates to our outlook for the brand for Q4 in particular, I think it's important for everyone to note that last year's Q4, based on the strength of very strong at-once orders, the brand was up almost 40% in the fourth quarter last year. So that's at kind of a second data point. And the strength of the brand, we think, is best reflected by the performance of the Sperry specialty stores and the overall Sperry retail fleet. As I mentioned, the comp store sales performance in Q3 was up over 20%, which kind of shows how the brand we think is still resonating with consumers. It's the ultimate expression of the brand's lifestyle positioning. And it's there in the Sperry specialty stores, and the consumers are really responding to that.

[Operator:]

Our next question comes from Danielle McCoy at Brean Capital.

[Danielle McCoy:]

Just quickly, can you give us a little update on Hush Puppies and some of the new initiatives and product offerings and what's driving the double-digit U.S. growth there?

[Blake W. Krueger:]

Yes. I mean, obviously, the U.S.A. business, which was pretty flat for a number of years, has had a pretty significant multi-quarter turnaround now. Fundamentally, it's driven by product, dress casual product. They've got a couple of styles that have been extremely well received in a number of distribution channels. When one of those styles appears on the front page of Oprah's magazine, it's amazing what that can do for the brand and for our inventory position in that particular collection. So fundamentally, Hush Puppies, it's been driven by better product and I would say a more focused view on their core consumer here in the U.S.A.

[Operator:]

At this time, we have no further questions. I would like to turn the call over to Ms. Christi Cowdin. Ms. Cowdin, you may proceed.

[Christi Cowdin:]

Thank you. Thanks, everyone, for joining us today. And as a reminder, our conference call replay is available on our website at wolverineworldwide.com. Thanks, and good day.

[Operator:]

The conference has now concluded. Thank you for attending. You may now disconnect.