Wisconsin
(State
or other jurisdiction of
incorporation
or organization)
|
39-1536083
(I.R.S.
Employer Identification No.)
|
Index
|
Page
No.
|
|||
PART
I
|
FINANCIAL
INFORMATION
|
|||
Item
1.
|
Financial
Statements
|
|||
Condensed
Consolidated Statements of Operations – Three months ended January 2, 2009
and December 28, 2007
|
1
|
|||
Condensed
Consolidated Balance Sheets - January 2, 2009, October 3, 2008 and
December 28, 2007
|
2
|
|||
Condensed
Consolidated Statements of Cash Flows - Three months ended January
2, 2009
and December 28, 2007
|
3
|
|||
Notes
to Condensed Consolidated Financial Statements
|
4
|
|||
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
18
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
28
|
||
Item
4.
|
Controls
and Procedures
|
29
|
||
PART
II
|
OTHER
INFORMATION
|
|||
Item
6.
|
Exhibits
|
29
|
||
Signatures
|
30
|
|||
Exhibit
Index
|
31
|
(thousands,
except per share data)
|
Three
Months Ended
|
||||||||
January
2
2009
|
December
28
2007
|
||||||||
Net
sales
|
$ | 69,756 | $ | 75,967 | |||||
Cost
of sales
|
44,650 | 46,678 | |||||||
Gross
profit
|
25,106 | 29,289 | |||||||
Operating
expenses:
|
|||||||||
Marketing
and selling
|
19,185 | 20,167 | |||||||
Administrative
management, finance and information systems
|
8,342 | 10,678 | |||||||
Research
and development
|
2,802 | 3,025 | |||||||
Total
operating expenses
|
30,329 | 33,870 | |||||||
Operating
loss
|
(5,223 | ) | (4,581 | ) | |||||
Interest
income
|
(104 | ) | (288 | ) | |||||
Interest
expense
|
1,598 | 1,080 | |||||||
Other
expense, net
|
1,120 | 54 | |||||||
Loss
before income taxes
|
(7,837 | ) | (5,427 | ) | |||||
Income
tax benefit
|
(896 | ) | (1,803 | ) | |||||
Loss
from continuing operations
|
(6,941 | ) | (3,624 | ) | |||||
Income
(loss) from discontinued operations, net of income tax benefit of
$0 and
$626, respectively
|
41 | (1,066 | ) | ||||||
Net
loss
|
$ | (6,900 | ) | $ | (4,690 | ) | |||
Weighted
average common shares – Basic:
|
|||||||||
Class
A
|
7,907 | 7,854 | |||||||
Class
B
|
1,216 | 1,217 | |||||||
Dilutive
stock options and restricted stock
|
- | - | |||||||
Weighted
average common – Dilutive
|
9,123 | 9,071 | |||||||
Loss
from continuing operations per common share – Basic:
|
|||||||||
Class
A and B share
|
$ | (0.76 | ) | $ | (0.40 | ) | |||
Loss
from discontinued operations per common share – Basic:
|
|||||||||
Class
A and B share
|
$ | - | $ | (0.12 | ) | ||||
Loss
per common share – Basic:
|
|||||||||
Class
A and B share
|
$ | (0.76 | ) | $ | (0.52 | ) | |||
Loss
from continuing operations per common Class A and B share –
Dilutive
|
$ | (0.76 | ) | $ | (0.40 | ) | |||
Loss
from discontinued operations per common Class A and B share –
Dilutive
|
$ | - | $ | (0.12 | ) | ||||
Loss
per common Class A and B share – Dilutive
|
$ | (0.76 | ) | $ | (0.52 | ) | |||
Dividends
per share:
|
|||||||||
Class
A common stock
|
$ | - | $ | 0.055 | |||||
Class
B common stock
|
$ | - | $ | 0.050 |
(thousands,
except share data)
|
January
2
2009
(unaudited)
|
October
3
2008
(audited)
|
December
28
2007
(unaudited)
|
|||||||||
Assets
|
||||||||||||
Current
assets:
|
||||||||||||
Cash
and cash equivalents
|
$ | 32,410 | $ | 41,791 | $ | 37,181 | ||||||
Accounts
receivable, less allowance for doubtful accounts of $2,533, $2,577
and
$2,473, respectively
|
61,613 | 52,710 | 69,127 | |||||||||
Inventories,
net
|
87,696 | 85,999 | 106,850 | |||||||||
Income
taxes refundable
|
- | - | 642 | |||||||||
Deferred
income taxes
|
2,989 | 2,963 | 11,551 | |||||||||
Other
current assets
|
7,193 | 6,204 | 9,875 | |||||||||
Assets
held for sale
|
- | 47 | 359 | |||||||||
Total
current assets
|
191,901 | 189,714 | 235,585 | |||||||||
Property,
plant and equipment, net
|
38,634 | 39,077 | 36,740 | |||||||||
Deferred
income taxes
|
1,305 | 594 | 13,503 | |||||||||
Goodwill
|
14,861 | 14,085 | 54,714 | |||||||||
Other
intangible assets, net
|
6,329 | 6,442 | 6,654 | |||||||||
Other
assets
|
5,452 | 5,157 | 7,155 | |||||||||
Total
assets
|
$ | 258,482 | $ | 255,069 | $ | 354,351 | ||||||
Liabilities
And Shareholders' Equity
|
||||||||||||
Current
liabilities:
|
||||||||||||
Short-term
notes payable
|
$ | 13,500 | $ | - | $ | 72,000 | ||||||
Current
maturities of long-term debt
|
1 | 3 | 10,002 | |||||||||
Accounts
payable
|
21,895 | 24,674 | 27,931 | |||||||||
Accrued
liabilities:
|
||||||||||||
Salaries,
wages and benefits
|
10,259 | 8,671 | 11,063 | |||||||||
Accrued
discounts and returns
|
5,704 | 5,776 | 5,740 | |||||||||
Accrued
interest payable
|
511 | 234 | 249 | |||||||||
Income
taxes payable
|
926 | 1,318 | - | |||||||||
Other
|
12,820 | 14,637 | 15,509 | |||||||||
Liabilities
held for sale
|
- | 76 | 24 | |||||||||
Total
current liabilities
|
65,616 | 55,389 | 142,518 | |||||||||
Long-term
debt, less current maturities
|
60,000 | 60,000 | 3 | |||||||||
Deferred
income taxes
|
820 | 1,111 | - | |||||||||
Retirement
benefits
|
6,832 | 6,774 | 4,285 | |||||||||
Other
liabilities
|
11,894 | 9,511 | 10,603 | |||||||||
Total
liabilities
|
145,162 | 132,785 | 157,409 | |||||||||
Shareholders'
equity:
|
||||||||||||
Preferred
stock: none issued
|
- | - | - | |||||||||
Common
stock:
|
||||||||||||
Class
A shares issued:
January 2, 2009, 8,049,907;
October 3, 2008, 8,006,569;
December 28, 2007, 7,989,049
|
403 | 400 | 399 | |||||||||
Class
B shares issued (convertible into Class A):
January
2, 2009, 1,216,464;
October
3, 2008, 1,216,464;
December
28, 2007, 1,217,977
|
61 | 61 | 61 | |||||||||
Capital
in excess of par value
|
58,025 | 57,873 | 57,165 | |||||||||
Retained
earnings
|
46,271 | 53,171 | 121,063 | |||||||||
Accumulated
other comprehensive income
|
8,603 | 10,779 | 18,254 | |||||||||
Treasury
stock at cost, 8,071 shares of Class A common stock
|
(43 | ) | - | - | ||||||||
Total
shareholders' equity
|
113,320 | 122,284 | 196,942 | |||||||||
Total
liabilities and shareholders' equity
|
$ | 258,482 | $ | 255,069 | $ | 354,351 |
(thousands)
|
Three
Months Ended
|
|||||||
January
2
2009
|
December
28
2007
|
|||||||
Cash
Used For Operating Activities
|
||||||||
Net
loss
|
$ | (6,900 | ) | $ | (4,690 | ) | ||
Adjustments
to reconcile net loss to net cash used for operating
activities:
|
||||||||
Depreciation
|
2,315 | 2,382 | ||||||
Amortization
of intangible assets
|
98 | 68 | ||||||
Amortization
of deferred financing costs
|
60 | 28 | ||||||
Stock
based compensation
|
112 | 142 | ||||||
Deferred
income taxes
|
(963 | ) | (361 | ) | ||||
Change
in operating assets and liabilities, net of effect of businesses
acquired
or sold:
|
||||||||
Accounts
receivable, net
|
(9,520 | ) | (7,736 | ) | ||||
Inventories,
net
|
(1,789 | ) | (13,349 | ) | ||||
Accounts
payable and accrued liabilities
|
(2,734 | ) | (9,679 | ) | ||||
Other
current assets
|
(948 | ) | (888 | ) | ||||
Other
non-current assets
|
(304 | ) | (599 | ) | ||||
Other
long-term liabilities
|
(970 | ) | 1,171 | |||||
Other,
net
|
1,201 | 506 | ||||||
(20,342 | ) | (33,005 | ) | |||||
Cash
Used For Investing Activities
|
||||||||
Payments
for purchase of business
|
- | (5,977 | ) | |||||
Additions
to property, plant and equipment
|
(1,965 | ) | (2,386 | ) | ||||
(1,965 | ) | (8,363 | ) | |||||
Cash
Provided By Financing Activities
|
||||||||
Net
borrowings from short-term notes payable
|
13,500 | 50,000 | ||||||
Principal
payments on senior notes and other long-term debt
|
(2 | ) | (10,800 | ) | ||||
Deferred
financing costs paid to lenders
|
(1,196 | ) | - | |||||
Excess
tax benefits from stock based compensation
|
- | 15 | ||||||
Dividends
paid
|
(501 | ) | (499 | ) | ||||
Common
stock transactions
|
43 | 175 | ||||||
11,844 | 38,891 | |||||||
Effect
of foreign currency fluctuations on cash
|
1,082 | 426 | ||||||
Decrease
in cash and cash equivalents
|
(9,381 | ) | (2,051 | ) | ||||
Cash
And Cash Equivalents
|
||||||||
Beginning
of period
|
41,791 | 39,232 | ||||||
End
of period
|
$ | 32,410 | $ | 37,181 |
Shares
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining
Contractual
Term (Years)
|
Aggregate
Intrinsic Value
|
|||||||||||||
Outstanding
and exercisable at October 3, 2008
|
271,043 | $ | 8.36 | 2.1 | $ | 1,217 | ||||||||||
Granted
|
- | - | - | |||||||||||||
Exercised
|
(500 | ) | 7.42 | 1 | ||||||||||||
Cancelled
|
(1,001 | ) | 9.69 | - | ||||||||||||
Outstanding
and exercisable at January 2, 2009
|
269,542 | $ | 8.36 | 1.8 | $ | 2 |
Shares
|
Weighted
Average
Grant
Price
|
|||||||
Unvested
restricted stock at October 3, 2008
|
109,277 | $ | 18.72 | |||||
Restricted
stock grants
|
50,909 | 6.38 | ||||||
Restricted
stock vested
|
(45,537 | ) | 16.58 | |||||
Unvested
restricted stock at January 2, 2009
|
114,649 | $ | 14.09 |
Three
Months Ended
|
||||||||
January
2
2009
|
December
28
2007
|
|||||||
Components
of net periodic benefit cost:
|
||||||||
Service
cost
|
$ | 171 | $ | 158 | ||||
Interest
on projected benefit obligation
|
268 | 251 | ||||||
Less
estimated return on plan assets
|
244 | 231 | ||||||
Amortization
of unrecognized:
|
||||||||
Net
income
|
15 | 23 | ||||||
Prior
service cost
|
1 | - | ||||||
Transition asset | - | - | ||||||
Net
amount recognized
|
$ | 211 | $ | 203 |
January
2
2009
|
October
3
2008
|
December
28
2007
|
||||||||||
Raw
materials
|
$ | 30,185 | $ | 30,581 | $ | 38,592 | ||||||
Work
in process
|
2,171 | 2,834 | 3,964 | |||||||||
Finished
goods
|
62,445 | 59,897 | 68,543 | |||||||||
94,801 | 93,312 | 111,099 | ||||||||||
Less
inventory reserves
|
7,105 | 7,313 | 4,249 | |||||||||
$ | 87,696 | $ | 85,999 | $ | 106,850 |
Accounts
receivable
|
$ | 3,991 | ||
Inventories
|
3,291 | |||
Other
current assets
|
111 | |||
Property,
plant and equipment
|
429 | |||
Trademark
|
855 | |||
Customer
list
|
978 | |||
Goodwill
|
1,738 | |||
Total
assets acquired
|
11,393 | |||
Total
liabilities assumed
|
5,747 | |||
Net
purchase price
|
$ | 5,646 |
January
2
2009
|
December
28
2007
|
|||||||
Balance
at beginning of period
|
$ | 14,085 | $ | 51,454 | ||||
Amount
attributable to Geonav acquisition
|
- | 2,519 | ||||||
Amount
attributable to movements in foreign currencies
|
776 | 741 | ||||||
Balance
at end of period
|
$ | 14,861 | $ | 54,714 |
January
2
2009
|
December
28
2007
|
|||||||
Balance
at beginning of period
|
$ | 4,361 | $ | 4,290 | ||||
Expense
accruals for warranties issued during the period
|
1,005 | 837 | ||||||
Less
current period warranty claims paid
|
1,130 | 975 | ||||||
Balance
at end of period
|
$ | 4,236 | $ | 4,152 |
Three
Months Ended
|
||||||||
January
2
2009
|
December
28
2007
|
|||||||
Net
loss
|
$ | (6,900 | ) | $ | (4,690 | ) | ||
Currency
translation adjustments
|
1,002 | 2,446 | ||||||
Loss
on cash flow hedge, net of tax
|
(3,178 | ) | (811 | ) | ||||
Comprehensive
income (loss)
|
$ | (9,076 | ) | $ | (3,055 | ) |
Employee
Termination Costs
|
Other
Exit Costs
|
Total
|
||||||||||
Accrued
liabilities as of October 3, 2008
|
$ | 825 | $ | - | $ | 825 | ||||||
Activity
during period ended January 2, 2009:
|
||||||||||||
Charges
to earnings
|
93 | 266 | 359 | |||||||||
Settlement
payments
|
(784 | ) | (232 | ) | (1,016 | ) | ||||||
Accrued
liabilities as of January 2, 2009
|
$ | 134 | $ | 34 | $ | 168 |
Employee
Termination Costs
|
||||
Accrued
liabilities as of October 3, 2008
|
$ | 92 | ||
Activity
during period ended January 2, 2009:
|
||||
Charges
to earnings
|
6 | |||
Settlement
payments
|
75 | |||
Accrued
liabilities as of January 2, 2009
|
$ | 23 |
●
|
Level
1 - Quoted prices in active markets for identical assets or liabilities.
These are typically obtained from real-time quotes for transactions
in
active exchange markets involving identical assets.
|
●
|
Level
2 - Inputs, other than quoted prices included within Level 1, which
are
observable for the asset or liability, either directly or indirectly.
These are typically obtained from readily-available pricing sources
for
comparable instruments.
|
●
|
Level
3 - Unobservable inputs, where there is little or no market activity
for
the asset or liability. These inputs reflect the reporting entity’s own
assumptions of the data that market participants would use in pricing
the
asset or liability, based on the best information available in the
circumstances.
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Derivatives
|
$ | - | $ | 5,937 | $ | - | $ | 5,937 |
●
|
a
receive fixed / pay floating interest rate swap with a term commencing
on
September 14, 2010 and ending on December 14, 2011 (“Swap
B”). Under the terms of Swap B, the Company will receive fixed
rate interest at 2.170% and will pay floating rate interest at three
month
LIBOR. The notional amount of Swap B is
$60,000. Swap B includes an automatic termination feature,
which will cause Swap B to terminate on May 11, 2009 and at the same
time,
will shorten the maturity date of Swap A from December 14, 2011 to
September 14, 2010, unless it is modified prior to
termination. The effect of Swap B is to lock in the net
undiscounted cash flows required to be paid by the Company under
Swap A
for the five quarterly swap periods ending on December 14,
2011. If Swap B were to terminate on May 11, 2009, it would
require an immediate payment of approximately $2,200 including related
fees.
|
●
|
a
receive fixed / pay floating interest rate swap with a term commencing
on
December 15, 2008 and ending on September 14, 2010 (“Swap
C”). Under the terms of Swap C, the Company will receive fixed
rate interest at 1.310% and will pay floating rate interest at three
month
LIBOR. The notional amount of Swap C is
$60,000. Swap C includes an automatic termination feature which
will cause Swap C to terminate on September 14, 2009 and at the same
time,
will shorten the maturity date of Swap A from September 14, 2010
to
September 14, 2009, unless it is modified prior to
termination. The effect of Swap C is to lock in the net
undiscounted cash flows required to be paid by the Company under
Swap A
for the seven quarterly swap periods ending on September 14, 2010
at
approximately $4,000 including related fees. If Swap C were to
terminate on September 14, 2009, it would require an immediate payment
of
approximately $2,400 including related fees.
|
|
JOHNSON
OUTDOORS INC.
|
Three
Months Ended
|
||||||||
January
2
2009
|
December
28
2007
|
|||||||
Net
sales:
|
||||||||
Marine
electronics:
|
||||||||
Unaffiliated
customers
|
$ | 31,967 | $ | 33,255 | ||||
Interunit
transfers
|
11 | 8 | ||||||
Outdoor
equipment:
|
||||||||
Unaffiliated
customers
|
11,225 | 7,975 | ||||||
Interunit
transfers
|
12 | 10 | ||||||
Watercraft:
|
||||||||
Unaffiliated
customers
|
11,040 | 13,439 | ||||||
Interunit
transfers
|
7 | 15 | ||||||
Diving:
|
||||||||
Unaffiliated
customers
|
15,473 | 21,240 | ||||||
Interunit
transfers
|
77 | 290 | ||||||
Other/Corporate
|
51 | 58 | ||||||
Eliminations
|
(107 | ) | (323 | ) | ||||
$ | 69,756 | $ | 75,967 | |||||
Operating
profit:
|
||||||||
Marine
electronics
|
$ | (969 | ) | $ | 263 | |||
Outdoor
equipment
|
925 | (382 | ) | |||||
Watercraft
|
(1,599 | ) | (2,113 | ) | ||||
Diving
|
(1,197 | ) | 560 | |||||
Other/Corporate
|
(2,383 | ) | (2,909 | ) | ||||
$ | (5,223 | ) | $ | (4,581 | ) | |||
Total
assets (end of period):
|
||||||||
Marine
electronics
|
$ | 97,453 | $ | 120,885 | ||||
Outdoor
equipment
|
23,228 | 28,247 | ||||||
Watercraft
|
48,144 | 63,029 | ||||||
Diving
|
76,599 | 120,248 | ||||||
Other/Corporate
|
13,058 | 21,583 | ||||||
Assets
held for sale
|
- | 359 | ||||||
$ | 258,482 | $ | 354,351 |
●
|
Forward
Looking Statements
|
●
|
Trademarks
|
●
|
Overview
|
●
|
Results
of Operations
|
●
|
Financial
Condition
|
●
|
Obligations
and Off Balance Sheet Arrangements
|
●
|
Market
Risk Management
|
●
|
Critical
Accounting Policies and Estimates
|
●
|
New
Accounting Pronouncements
|
▪
|
Marine
Electronics sales decreased 3.9% from the prior year quarter largely
due
to a soft domestic boat market, partially offset by incremental sales
from
the Geonav business which was acquired in November,
2007.
|
▪
|
Watercraft
sales were down 17.9% versus the prior year quarter due primarily
to the
effect of economic uncertainty in the retail
marketplace.
|
▪
|
Diving
sales were down 27.8% primarily due to slowing economies in key
international markets.
|
▪
|
Outdoor
Equipment sales were up 40.7% from the prior year quarter as sales
gains
were realized in all categories of the
business.
|
Year
Ended
|
||||||||||||||||||||||||
October
3, 2008
|
September
28, 2007
|
September
29, 2006
|
||||||||||||||||||||||
Quarter
Ended
|
Net
Sales
|
Operating
Profit
(loss)
|
Net
Sales
|
Operating
Profit
(loss)
|
Net
Sales
|
Operating
Profit
(loss)
|
||||||||||||||||||
December
|
18 | % | (12 | )% | 17 | % | (11 | )% | 19 | % | (1 | )% | ||||||||||||
March
|
29 | 10 | 28 | 23 | 27 | 38 | ||||||||||||||||||
June
|
34 | 38 | 35 | 74 | 34 | 62 | ||||||||||||||||||
September
|
19 | (136 | ) | 20 | 14 | 20 | (1 | ) | ||||||||||||||||
100 | % | (100 | )% | 100 | % | 100 | % | 100 | % | 100 | % |
(millions)
|
Three
Months Ended
|
|||||||
January
2
2009
|
December
28
2007
|
|||||||
Net
sales:
|
||||||||
Marine
Electronics
|
$ | 32.0 | $ | 33.3 | ||||
Outdoor
Equipment
|
11.2 | 8.0 | ||||||
Watercraft
|
11.1 | 13.5 | ||||||
Diving
|
15.6 | 21.5 | ||||||
Other/eliminations
|
(0.1 | ) | (0.3 | ) | ||||
Total
|
$ | 69.8 | $ | 76.0 | ||||
Operating
profit (loss):
|
||||||||
Marine
Electronics
|
$ | (0.9 | ) | $ | 0.3 | |||
Outdoor
Equipment
|
0.9 | (0.4 | ) | |||||
Watercraft
|
(1.6 | ) | (2.1 | ) | ||||
Diving
|
(1.2 | ) | 0.6 | |||||
Other/eliminations
|
(2.4 | ) | (3.0 | ) | ||||
Total
|
$ | (5.2 | ) | $ | (4.6 | ) |
(millions)
|
Three
Months Ended
|
|||||||
January
2
2009
|
December
28
2007
|
|||||||
Cash
provided by (used for):
|
||||||||
Operating
activities
|
$ | (20.3 | ) | $ | (33.0 | ) | ||
Investing
activities
|
(2.0 | ) | (8.4 | ) | ||||
Financing
activities
|
11.8 | 38.9 | ||||||
Effect
of exchange rate changes
|
1.1 | .4 | ||||||
Decrease
in cash and cash equivalents
|
$ | (9.4 | ) | $ | (2.1 | ) |
Payment
Due by Period
|
||||||||||||||||||||
(millions)
|
Total
|
Remainder
2009
|
2010/11 | 2012/13 |
2014
& After
|
|||||||||||||||
Long-term
debt
|
$ | 60.0 | $ | - | $ | 60.0 | $ | - | $ | - | ||||||||||
Short-term
debt
|
13.5 | 13.5 | - | - | - | |||||||||||||||
Operating
lease obligations
|
25.9 | 4.8 | 8.6 | 5.1 | 7.4 | |||||||||||||||
Open
purchase orders
|
55.3 | 55.3 | - | - | - | |||||||||||||||
Contractually
obligated interest payments
|
10.2 | 3.8 | 6.4 | - | - | |||||||||||||||
Total
contractual obligations
|
$ | 164.9 | $ | 77.4 | $ | 75.0 | $ | 5.1 | $ | 7.4 |
(millions)
|
Estimated
Impact on
|
|||||||
Fair
Value
|
Earnings
Before Income Taxes
|
|||||||
Interest
rate instruments
|
$ | - | $ | 0.6 |
Exhibit
Number
|
Description
|
|
10.1 | Amended and Restated Credit Agreement (Term), dated as of January 2, 2009, among Johnson Outdoors, Inc., JPMorgan Chase Bank, N.A., as lender and agent, and the other lenders named therein, incorporated herein by reference to Exhibit 99.1 to the registrant's Form 8-K current report filed with the Securities and Exchange Commission on January 2, 2009. | |
10.2 | Amended and Restated Credit Agreement (Revolving), dated as of January 2, 2009, among Johnson Outdoors, Inc., JPMorgan Chase Bank, N.A., as lender and agent, and the other lenders named therein, incorporated herein by reference to Exhibit 99.2 to the registrant's Form 8-K current report filed with the Securities and Exchange Commission on January 2, 2009. | |
31.1
|
Certification
by the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
by the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32
(1)
|
Certification
of Periodic Financial Report by the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002.
|
1)
|
I
have reviewed this Quarterly Report on Form 10-Q of Johnson Outdoors
Inc.;
|
|
2)
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3)
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4)
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5)
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
|
February
9, 2009
|
/s/ Helen
P.
Johnson-Leipold
|
|
Helen
P. Johnson-Leipold
Chairman
and Chief Executive Officer
|
1)
|
I
have reviewed this Quarterly Report on Form 10-Q of Johnson Outdoors
Inc.;
|
|
2)
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3)
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4)
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5)
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
|
February
9, 2009
|
/s/ David
W.
Johnson
|
|
David
W. Johnson
Vice
President and Chief Financial Officer
Treasurer
|
/s/ Helen
P.
Johnson-Leipold
|
Helen
P. Johnson-Leipold
Chairman
and Chief Executive Officer
February
9, 2009
|
/w/ David
W.
Johnson
|
David
W. Johnson
Vice
President and Chief Financial Officer
Treasurer
February
9, 2009
|