UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
|
Date
of Report |
|
|
(Date
of earliest event reported): |
May
10, 2005 |
|
Johnson
Outdoors Inc. |
|
(Exact
name of registrant as specified in its
charter) |
|
Wisconsin
|
0-16255
|
39-1536083
| ||
|
(State
or other jurisdiction |
(Commission
File Number) |
(IRS
Employer | ||
|
of
incorporation) |
Identification
No.) |
|
555
Main Street, Racine, Wisconsin 53403 |
|
(Address
of principal executive offices, including zip
code) |
|
(262)
631-6600 |
|
(Registrant's
telephone number, including area code) |
|
Not
Applicable |
|
(Former
name or former address, if changed since last
report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
[
] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
2.02. Results
of Operations and Financial Condition.
On May
10, 2005, Johnson Outdoors Inc. (the “Company”) issued a press release
announcing results for the fiscal second quarter ended April 1, 2005 (the “Press
Release”). A copy of the Press Release is being furnished as Exhibit 99 to this
Report.
The
information in this Item 2.02, including Exhibit 99, is being furnished and
shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of that Section, nor shall such information be deemed to be
incorporated by reference in any registration statement or other document filed
under the Securities Act of 1933, as amended, or the Exchange Act, except as
otherwise stated in such filing.
Item
8.01. Other Events.
Johnson
Outdoors Inc. (the "Company") has changed the scheduled date for its annual
meeting of shareholders (the "2005 Annual Meeting") which was previously
announced on April 7, 2005. The new date for the 2005 Annual Meeting will
be July 26, 2005. The record date for the 2005 Annual Meeting is June 3, 2005.
The
deadline for submitting shareholder proposals to be included in the Company's
proxy statement and form of proxy for the 2005 Annual Meeting in accordance with
Rule 14a-8 under the Exchange Act ("Rule 14a-8") is May 20, 2005. In addition,
pursuant to the Company's Bylaws, shareholders who otherwise wish to bring
business before the annual meeting must give written notice to the Secretary of
the Company, complying with the requirements in the Company's Bylaws, not
more than 90 days prior to the date of such annual meeting and not less than the
close of business on the later of (i) the 60th day
prior to such annual meeting and (ii) the 10th day
following the day on which public announcement of the date of such meeting is
first made. Under the Bylaws, if the Company does not receive notice of a
shareholder proposal submitted otherwise than pursuant to Rule 14a-8 (i.e.,
proposals shareholders intend to present at the 2005 Annual Meeting but do not
intend to have included in the Company's proxy statement and form of proxy for
such meeting) prior to the close of business on May 27, 2005 then the notice
will be considered untimely and the Company will not be required to present such
proposal at the 2005 Annual Meeting. If the Board of Directors chooses to
present such proposal at the 2005 Annual Meeting, then the persons named in
proxies solicited by the Board of Directors for the 2005 Annual Meeting may
exercise discretionary voting power with respect to such proposal. Proposals
should be directed to the attention of the Corporate Secretary, Johnson Outdoors
Inc., 555 Main Street, Racine, Wisconsin 53403.
Item
9.01. Financial Statements and Exhibits.
|
|
(c)
|
Exhibits.
The following exhibit is being furnished
herewith: |
|
|
99
|
Press
Release Dated May 10, 2005. |
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
JOHNSON
OUTDOORS INC. | |
|
Date: May
10, 2005 |
By: /s/
Paul A. Lehmann |
|
|
Its: Vice
President and Chief Financial Officer |
3
JOHNSON
OUTDOORS INC.
Exhibit
Index to Current Report on Form 8-K
Exhibit
Number
|
99
|
Press
Release Dated May 10, 2005. |
4
![[Logo]](#https://cdn.kscope.io/6ab2f84c36a47647bc82a1050b99dd17-johnsonoutdoors.jpg){kind=link}
EXHIBIT 99
FOR
IMMEDIATE RELEASE
AT
JOHNSON
OUTDOORS
INC.
PAUL
LEHMANN CYNTHIA
GEORGESON
VP
AND
CHIEF
FINANCIAL
OFFICER
VP-
WORLDWIDE
COMMUNICATION
262-631-6600
262-631-6600
JOHNSON
OUTDOORS INC. ANNOUNCES
SECOND
QUARTER RESULTS
Racine,
Wisconsin, May 10, 2005 - Johnson Outdoors Inc. (Nasdaq:
JOUT) today
announced an increase in net sales and slightly lower net income for the fiscal
quarter ended April 1, 2005. The Company benefited from another strong
performance by the Marine Electronics business unit and reduced operating losses
in Watercraft. Second quarter results also reflected the anticipated slow-down
of military tent sales in Outdoor Equipment and the impact of soft markets and
sluggish profits in Diving.
Total
Company net sales in the second quarter rose 11.1% over the comparable 2004
period due solely to the addition of the Humminbird® brand,
which was acquired in May 2004 and added $15.8 million to Marine Electronics'
sales this quarter. The planned discontinuance of low-margin specialty boats
resulted in the unfavorable comparison year-on-year in Watercraft revenues.
Diving sales benefited from favorable currency translation ($0.6 million),
however not enough to reduce the impact of soft markets worldwide. The projected
decline of military tent sales accounted for the majority of the reduction in
sales during the quarter in Outdoor Equipment.
Operating
profit declined $0.3 million in the second quarter versus the same period last
year. Humminbird®
added
$2.0 million to operating profit for the quarter, and increased efficiency in
manufacturing drove the $1.1 million improvement in Watercraft operating losses.
In Diving, lower sales and lower margins unfavorably impacted profits as
investments in innovation and restructuring efforts have yet to take effect.
Declines in military tent sales accounted for the majority of the profit
shortfall in Outdoor Equipment. The Company incurred $1.0 million in costs
related to the recently terminated privatization initiative compared to $0.3
million during the second quarter last year. Net income for the quarter of $4.7
million ($0.54 diluted earnings per share) compared to $4.8 million ($0.55
diluted earnings per share) in the comparable 2004 period.
“Marine
Electronics continues to drive growth and, after two years of hard work,
Watercraft is stronger, less complex and more competitive. Efforts to rebuild
momentum in Diving amidst a struggling marketplace and to ensure better balance
in performance across the
Outdoor Equipment portfolio are well underway. We are committed to doing what’s
right to ensure Johnson Outdoors and all our businesses are sustainable,
profitable and viable for the long-term,” said Helen
Johnson-Leipold, Chairman and Chief Executive Officer, Johnson Outdoors
Inc.
YEAR-TO-DATE
Increased
net sales (14.3%) over the same six-month period last year were due almost
solely to the addition of Humminbird®, which
added $24.8 million to sales and offset shortfalls in all other business units.
Operating profit fell $1.7 million below the comparable 2004 period due to a
sharp drop in Diving profits driven by a combination of lower sales and gross
margins, new product development spending and initial restructuring costs in
Europe. Operating losses improved by $1.8 million in the Company’s Watercraft
business unit year-to-date. Net income for the first half was $3.7 million, or
$0.42 per diluted share, down from $5.0 million or $0.57 per diluted share in
the year ago first half.
The
Company cautions investors not to rely on financial projections for 2005 and
2006 included in its shareholder proxy dated February 15, 2005 due to current
developments in the military and Diving markets.
“With the
arrival of warmer weather, we shift focus from customer sell-in to consumer
sell-thru. This is the time when weather and economy can have the biggest
impacts - positive or negative - on our businesses,” observed Ms.
Johnson-Leipold. “We have stepped up investment in innovation over the past two
years to better provide a strong pipeline of new products that are designed to
represent the best price/value option in the marketplace. Those investments are
paying off as new product sales reflect about a third of total revenue.”
FINANCIAL
HIGHLIGHTS
Reduced
interest costs and favorable currency gains year-to-date helped reduce the
operating profit shortfall from the prior year by $0.7 million, resulting in
pretax profit of $6.9 million, $1.0 million below a year ago. The effective tax
rate stands at 46.5% year-to-date, subject to a final determination regarding
the deductibility of costs incurred related to the recently terminated
privatization initiative.
The
Company’s debt to total capitalization stands at 23% at the end of the quarter
versus 30% at April 2, 2004. Debt, net of cash, increased due to the $28 million
acquisition of Humminbird® in May
of 2004 and stands at $40.0 million versus $30.9 million at April 2, 2004.
Depreciation and amortization in the quarter was $2.4 million and year-to-date
was $5.0 million. Both are greater than last year’s $2.1 million and $3.9
million respectively due to the impact from the acquisition of
Humminbird®. Capital
spending totaled $1.8 million for the quarter and $3.5 million year-to-date
compared with last year’s $2.0 million and $3.4 million
respectively.
“Improved
working capital management during the customary seasonal build has led to
enhanced liquidity of the operations. Rising commodity costs have affected
margins in all businesses, but were mitigated in large part by cost reduction
efforts. Cash balances will grow as account receivables come due in the second
half of the year. Our balance sheet is strong and healthy,” said Paul
Lehmann, Vice President and Chief Financial Officer.
2
ANNUAL
SHAREHOLDER
MEETING
The
Company has now scheduled its annual shareholder meeting on July 26, 2005 in
Racine, Wisconsin beginning at 10:00 a.m. Central Time. The record date for the
annual meeting is June 3, 2005. Details and items to be considered at the
meeting will be in the Company’s forthcoming proxy.
WEBCAST
The
webcast may be accessed in listen-only mode at Johnson Outdoors’ home page at
www.johnsonoutdoors.com as well
as through www.fulldisclosure.com. A
replay will be available on the above web sites, or by dialing 888-286-8010 or
617-801-6888 and providing confirmation code 43991833. The replay will be
available through May 17, 2005 by phone and for 30 days on the Internet.
ABOUT
JOHNSON
OUTDOORS
INC.
Johnson
Outdoors is a
leading global outdoor recreation company that turns ideas into adventure with
innovative, top-quality products. The company designs, manufactures and markets
a portfolio of winning, consumer-preferred brands across four categories:
Watercraft, Marine Electronics, Diving and Outdoor Equipment. Johnson Outdoors'
familiar brands include, among others: Old Town® canoes
and kayaks; Ocean Kayak™, Necky™ kayaks;
Minn Kota® motors;
Humminbird®
fishfinders; Scubapro® and
UWATEC® dive
equipment; and, Eureka!
® tents.
The company has 24 locations around the world, employs 1,500 people and reported
annual sales of $355 million in 2004.
Visit
Johnson Outdoors online at www.JohnsonOutdoors.com.
SAFE
HARBOR
STATEMENT
Certain
matters discussed in this press release are “forward-looking statements,”
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. Statements other than
statements of historical fact are considered forward-looking statements. Such
forward-looking statements are subject to certain risks and uncertainties, which
could cause actual results or outcomes to differ materially from those currently
anticipated. Factors that could affect actual results or outcomes include
changes in consumer spending patterns; the Company’s success in implementing its
strategic plan, including its focus on innovation; actions of companies that
compete with the Company; the Company’s success in managing inventory; movements
in foreign currencies or interest rates; the Company’s success in restructuring
of its European Diving operations; unanticipated issues related to the Company’s
military tent business; the success of suppliers and customers; the ability of
the Company to deploy its capital successfully; adverse weather conditions;
unanticipated events related to the terminated Buy-Out transaction; and other
risks and uncertainties identified in the Company’s filings with the Securities
and Exchange Commission. Shareholders, potential investors and other readers are
urged to consider these factors in evaluating the forward-looking statements and
are cautioned not to place undue reliance on such forward-looking statements.
The forward-looking statements included herein are only made as of the date of
this press release and the Company undertakes no obligation to publicly update
such forward-looking statements to reflect subsequent events or
circumstances.
-
- - - FINANCIAL TABLES FOLLOW - - -
3
JOHNSON
OUTDOORS INC. AND SUBSIDIARIES
|
(thousands,
except per share amounts) |
||||||||||||||||
|
Operating
Results |
THREE
MONTHS ENDED |
|
|
SIX
MONTHS ENDED |
| |||||||||||
|
|
|
April
1
2005 |
|
|
April
2
2004 |
|
|
April
1
2005 |
|
|
April
2
2004 |
|||||
|
Net
sales |
$ |
106,168 |
$ |
95,595 |
$ |
181,150 |
$ |
158,536 |
||||||||
|
Cost
of sales |
60,394 |
53,316 |
105,104 |
89,287 |
||||||||||||
|
Gross
profit |
45,774 |
42,279 |
76,046 |
69,249 |
||||||||||||
|
Operating
expenses |
37,376 |
33,593 |
67,722 |
59,218 |
||||||||||||
|
Operating
profit |
8,398 |
8,686 |
8,324 |
10,031 |
||||||||||||
|
Interest
expense, net |
1,027 |
980 |
2,118 |
2,184 |
||||||||||||
|
Other
(income) expense, net |
(603 |
) |
68 |
(721 |
) |
(53 |
) | |||||||||
|
Income
before income taxes |
7,974 |
7,638 |
6,927 |
7,900 |
||||||||||||
|
Income
tax expense |
3,236 |
2,842 |
3,221 |
2,944 |
||||||||||||
|
Net
income |
$ |
4,738 |
$ |
4,796 |
$ |
3,706 |
$ |
4,956 |
||||||||
|
Basic
earnings per common share |
$ |
0.55 |
$ |
0.56 |
$ |
0.43 |
$ |
0.58 |
||||||||
|
Diluted
earnings per common share |
$ |
0.54 |
$ |
0.55 |
$ |
0.42 |
$ |
0.57 |
||||||||
|
Diluted
average common shares outstanding |
8,776 |
8,766 |
8,777 |
8,732 |
||||||||||||
|
Segment
Results |
||||||||||||||||
|
Net
sales: |
||||||||||||||||
|
Marine
electronics |
$ |
47,193 |
$ |
31,883 |
$ |
74,991 |
$ |
49,892 |
||||||||
|
Outdoor
equipment |
20,868 |
24,170 |
39,719 |
39,972 |
||||||||||||
|
Watercraft |
19,011 |
19,693 |
31,077 |
32,133 |
||||||||||||
|
Diving |
19,243 |
20,048 |
35,568 |
36,990 |
||||||||||||
|
Other/eliminations |
(147 |
) |
(199 |
) |
(205 |
) |
(451 |
) | ||||||||
|
Total |
$ |
106,168 |
$ |
95,595 |
$ |
181,150 |
$ |
158,536 |
||||||||
|
Operating
profit (loss): |
||||||||||||||||
|
Marine
electronics |
$ |
9,214 |
$ |
7,517 |
$ |
12,101 |
$ |
10,556 |
||||||||
|
Outdoor
equipment |
3,060 |
4,451 |
6,467 |
6,932 |
||||||||||||
|
Watercraft |
(964 |
) |
(2,062 |
) |
(3,783 |
) |
(5,573 |
) | ||||||||
|
Diving |
1,450 |
3,065 |
1,314 |
4,750 |
||||||||||||
|
Other/eliminations |
(4,362 |
) |
(4,285 |
) |
(7,775 |
) |
(6,634 |
) | ||||||||
|
Total |
$ |
8,398 |
$ |
8,686 |
$ |
8,324 |
$ |
10,031 |
||||||||
|
Balance
Sheet Information (End
of Period) |
||||||||||||||||
|
Cash
and short-term investments |
$ |
11,338 |
$ |
36,241 |
||||||||||||
|
Accounts
receivable, net |
89,141 |
80,646 |
||||||||||||||
|
Inventories,
net |
69,411 |
67,746 |
||||||||||||||
|
Total
current assets |
187,533 |
198,608 |
||||||||||||||
|
Total
assets |
286,238 |
281,410 |
||||||||||||||
|
Short-term
debt |
13,488 |
15,755 |
||||||||||||||
|
Total
current liabilities |
72,600 |
69,329 |
||||||||||||||
|
Long-term
debt |
37,800 |
51,365 |
||||||||||||||
|
Shareholders’
equity |
168,447 |
154,087 |
||||||||||||||
4