SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
Annual
Report Pursuant to Section 15(d) of the
Securities
Exchange Act of 1934
|
x
|
Annual
Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
|
|
|
for
the fiscal year ended December 31,
2005.
|
|
|
Or
|
|
¨
|
Transition
Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
|
|
|
for
the transition period from _________ to
_________.
|
Commission
File Number: 0-16255 (Johnson Outdoors Inc.)
|
A.
|
Full
title of the plan and address of the plan, if different from that
of the
issuer named below:
|
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
|
B.
|
Name
of issuer of the securities held pursuant to the plan and the address
of
its principal executive office:
|
Johnson
Outdoors Inc.
555
Main
Street
Racine,
WI 53403
REQUIRED
INFORMATION
The
following financial statements and schedules of the Johnson Outdoors Retirement
and Savings Plan (the "Plan"), prepared in accordance with the financial
reporting requirements of the Employee Retirement Income Securities Act of
1974,
as amended, are filed herewith. Grant Thornton LLP, the current independent
auditors for the Plan, audited the financial statements and schedules as of
and
for the Plan fiscal year ended December 31, 2005 and 2004.
Financial
statements and report of independent registered public accounting
firm
Johnson
Outdoors Retirement and Savings Plan
December
31, 2005 and 2004
CONTENTS
|
Page
|
|
|
Report
of Independent Registered Public Accounting Firm
|
3
|
|
Financial
Statements
|
|
|
Statements of Net Assets Available for Benefits
|
4
|
|
Statements of Changes in Net Assets Available for Benefits
|
5
|
|
Notes
to Financial Statements
|
6
|
|
Supplemental
Schedule
|
11 |
|
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held
at End
of Year) - December 31, 2005
|
12
|
2
REPORT
OF INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
To
the
Plan Administrator of the
Johnson
Outdoors Retirement and Savings Plan
We
have
audited the accompanying statements of net assets available for benefits of
the
Johnson Outdoors Retirement and Savings Plan (the “Plan”) at December 31, 2005
and 2004, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements and supplemental
schedule are the responsibility of the Plan’s management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan at
December 31, 2005 and 2004, and the changes in net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule as listed
in
the accompanying Table of Contents, is presented for purposes of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan’s management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/
Grant Thornton LLP
GRANT
THORNTON LLP
Milwaukee,
Wisconsin
June
2,
2006
3
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
December
31,
|
2005
|
2004
|
|||||||
|
Investments
|
||||||||
|
Investments,
at fair value
|
$
|
50,900,623
|
$
|
48,057,469
|
||||
|
Loans
to participants
|
1,341,471
|
1,429,636
|
||||||
|
Total
investments
|
52,242,094
|
49,487,105
|
||||||
|
Contributions
receivable
|
||||||||
|
Participant
|
37,330
|
91,665
|
||||||
|
Company
|
15,214
|
34,598
|
||||||
|
Loans
|
8,340
|
17,855
|
||||||
|
Total
receivables
|
60,884
|
144,118
|
||||||
|
Corrective
distribution payable
|
(19,952
|
)
|
(5,243
|
)
|
||||
|
Net
assets available for benefits
|
$
|
52,283,026
|
$
|
49,625,980
|
||||
The
accompanying notes are an integral part of these statements.
4
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years
ended December 31,
|
2005
|
2004
|
|||||||
|
Additions
|
||||||||
|
Investment
income
|
||||||||
|
Interest
|
$
|
90,648
|
$
|
79,313
|
||||
|
Dividends
|
2,077,870
|
1,578,634
|
||||||
|
Total
investment income
|
2,168,518
|
1,657,947
|
||||||
|
Contributions
|
||||||||
|
Participant
|
2,364,110
|
2,355,142
|
||||||
|
Company
|
2,571,096
|
2,703,738
|
||||||
|
Rollover
|
83,176
|
3,499,912
|
||||||
|
Total
contributions
|
5,018,382
|
8,558,792
|
||||||
|
Total
additions
|
7,186,900
|
10,216,739
|
||||||
|
Deductions
|
||||||||
|
Distributions
to participants or beneficiaries
|
(5,379,959
|
) |
|
(4,067,489
|
)
|
|||
|
Investment
management fees
|
(98,160
|
) |
|
(5,397
|
)
|
|||
|
Corrective
distributions
|
(19,952
|
) |
(5,243
|
)
|
||||
|
Total
deductions
|
(5,498,071
|
)
|
|
(4,078,129
|
)
|
|||
|
Net
realized and unrealized appreciation in fair value of investments
|
968,217
|
2,647,497
|
||||||
|
Net
increase
|
2,657,046
|
8,786,107
|
||||||
|
Assets
available for benefits:
|
||||||||
|
Beginning
of year
|
49,625,980
|
40,839,873
|
||||||
|
End
of year
|
$
|
52,283,026
|
$
|
49,625,980
|
||||
The
accompanying notes are an integral part of these statements.
5
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS
PLAN
NOTES
TO FINANCIAL
STATEMENTS
December
31, 2005 and 2004
NOTE
A - DESCRIPTION OF THE PLAN
The
following description of the Johnson Outdoors Retirement and Savings Plan (the
“Plan”) provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan’s provisions.
1.
General
The
Plan
is a defined contribution plan sponsored by Johnson Outdoors Inc. (the
“Company”) and is subject to the provisions of the Employee Retirement Income
Security Act of 1974.
2.
Participation
The
following business units of the Company participate in the Plan:
|
·
|
Johnson
Outdoors Headquarters
|
|
·
|
Johnson
Outdoors Mankato Operations
|
|
·
|
Johnson
Outdoors Binghamton Operations
|
|
·
|
Johnson
Outdoors Eufaula Operations
|
|
·
|
Johnson
Outdoors U.S. Diving Operations
|
|
·
|
Johnson
Outdoors Old Town Canoe
|
|
·
|
Johnson
Outdoors Ocean Kayak
|
|
·
|
Johnson
Outdoors Watercraft Sports &
Leisure
|
The
Plan
allows all regular full-time employees, as defined by the employer, to
participate in the Plan on the first day of employment with one of the
above-named business units. An employee who is classified as other than a
regular full-time employee shall be eligible to participate in the savings
feature of the Plan effective January 1 or July 1 following one year of service
during which the employee completes 1,000 or more hours of service.
3.
Contributions
The
Plan
is a two-part plan consisting of a retirement contribution feature and a savings
feature. The retirement contribution feature of the Plan enables eligible
participants (other than those at Johnson Outdoors Mankato Operations and Old
Town Canoe) to accumulate additional funds for retirement purposes. The
retirement contributions made by the respective business units are
discretionary. Employees of Johnson Outdoors Mankato Operations and Old Town
Canoe participate in other defined benefit plans.
6
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS
PLAN
NOTES
TO FINANCIAL
STATEMENTS--CONTINUED
December
31, 2005 and 2004
NOTE
A - DESCRIPTION OF THE PLAN - Continued
3.
Contributions
- continued
Pursuant
to the savings feature, eligible participants may make voluntary pretax and
after-tax contributions of their base compensation (as defined), subject to
certain statutory limits. Participant contributions made with tax-deferred
dollars under Section 401(k) of the Internal Revenue Code (IRC) are excluded
from the participant’s current wages for federal income tax purposes. No federal
income tax is paid on the tax-deferred contributions and growth thereon until
the participant withdraws them from the Plan. The participant’s contribution
rate may be adjusted at the discretion of the Plan administrator if a reduced
rate is necessary to maintain Section 401(k) benefits. The Company’s matching
contribution is equal to 50% of the first 6% of a participant’s compensation
contributed by the participant to the Plan.
4.
Participant
Accounts
Each
participant’s account is credited with the participant’s contributions, the
Company’s matching contribution, an allocation of the respective business unit’s
retirement contribution based on regular employee earnings for the period,
if
applicable, and an allocation of Plan investment earnings based upon the
participant’s net account balance. The benefit to which a participant is
entitled is the benefit that can be provided from the participant’s
account.
5.
Vesting
Participant
contributions, Company matching contributions, retirement contributions and
investment earnings thereon are 100% vested at all times.
6.
Payment
of Benefits
Upon
retirement, termination, or permanent disability, participants will receive
the
value of their account. Upon death, the account balance will be paid to the
participant’s beneficiary or estate.
7.
Participant
Loans
Participants
may borrow from their account a minimum of $1,000 up to a maximum equal to
the
lesser of $50,000 or 50% of their account balance. Loan terms may not exceed
five years. Loans are secured by the balance in the participant’s account and
bear interest at a rate commensurate with local prevailing rates as determined
by the Benefits Administration Committee (8.0% at December 31, 2005). Principal
and interest are paid through payroll deductions. Outstanding loans are
considered past due after 30 days.
7
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS
PLAN
NOTES
TO FINANCIAL
STATEMENTS--CONTINUED
December
31, 2005 and 2004
NOTE
A - DESCRIPTION OF THE PLAN - Continued
8.
Investment
Options
During
2005 and 2004 participants in the Plan had the ability to self-direct their
funds into the following investment options:
|
Vanguard
Total Stock Index
|
|
Pimco
II Total Return Fund
|
|
American
Balanced Fund R5
|
|
Dreyfus
Premier Emerging Markets Fund
|
|
Fidelity
Advisor Equity Growth Fund
|
|
Washington
Mutual Investors Fund R5
|
|
Capital
World Growth & Income Fund R5
|
|
Oppenheimer
Real Asset Fund
|
|
T.
Rowe Price Small Cap Stock Fund
|
|
William
Blair International Growth Fund
|
|
Putnam
Stable Value Fund
|
|
Johnson
Outdoors Inc. Class A common stock
|
In
2005,
participants had the ability to also invest in the following new investment
option:
|
Oppenheimer
Real Asset Fund
|
NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.
Investments
The
Plan’s investments are stated at fair value, except for investments in fully
benefit responsive guaranteed investment contracts held by the Putnam Stable
Value Fund, which are stated at contract value. The Putnam Stable Value Fund
reported a total return of 4.73%
and
4.71% as of December 31, 2005 and 2004, respectively. In the event that
circumstances provide evidence that contract value does not reflect fair value,
a valuation adjustment is recorded. The crediting rate on the contract is reset
to reflect the securities’ new yield to maturity if the expected average life
changes. Securities traded on a national securities exchange are valued at
the
last reported sales price on the last business day of the Plan year. The shares
of mutual funds are valued at quoted market prices which represent the net
asset
values of shares held by the Plan at year-end. The fair value of the
participation units in the common trust fund is based on quoted redemption
values on the last business day of the Plan year. The participant loans are
valued at their outstanding balances, which approximate fair value.
8
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS
PLAN
NOTES
TO FINANCIAL
STATEMENTS--CONTINUED
December
31, 2005 and 2004
NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
2.
Administrative
Expenses and Investment Management Fees
Certain
expenses incurred in the administration of the Plan and expenses incurred in
connection with the sale, investment and reinvestment of Plan assets are paid
by
the Plan. Effective in 2005, participants are now required to pay a quarterly
$18.75 administrative fee. Expenses incurred for attorney and audit fees and
salary expense incurred by the Company related to the administration of the
Plan
are paid by the Company.
3.
Use
of Estimates
The
preparation of the financial statements in accordance with accounting principles
generally accepted in the United States of America requires the plan
administrator to make estimates and assumptions that affect the amounts reported
in these financial statements and accompanying notes. Actual results could
differ from those estimates.
|
4.
|
Investment
Risk
|
The
Plan
provides for investment in equity and debt securities. These securities are
exposed to various risks including, but not limited to interest rate market
and
credit risks. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term.
5.
Investments
The
following investments represent 5% or more of the Plan’s assets available for
benefits at December 31:
|
Description
|
2005
|
2004
|
|||||
|
Capital
World Growth & Income Fund R5
|
$
|
6,120,324
|
$
|
5,409,442
|
|||
|
T.
Rowe Price Small Cap Fund
|
5,421,397
|
5,084,725
|
|||||
|
Washington
Mutual Investors Stock Fund R5
|
6,475,977
|
6,918,259
|
|||||
|
American
Balanced Fund R5
|
3,561,278
|
3,709,602
|
|||||
|
PIMCO
II Total Return Fund
|
3,631,855
|
3,647,774
|
|||||
|
Fidelity
Advisor Equity Growth Fund
|
6,362,333
|
6,667,990
|
|||||
|
Putnam
Stable Value Fund
|
11,410,640
|
10,902,164
|
At
December 31, 2005 and 2004, the Plan’s investments included approximately 49,222
and 59,377 shares of Company common stock, respectively, representing less
than
1% of the Company’s outstanding common stock for each year.
9
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS
PLAN
NOTES
TO FINANCIAL
STATEMENTS--CONTINUED
December
31, 2005 and 2004
NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
5.
Investments
- continued
During
2005 and 2004, the Plan’s investments appreciated (depreciated) in value as
follows:
|
2005
|
2004
|
|||||||
|
Mutual
funds
|
$
|
1,147,605
|
$
|
2,374,735
|
||||
|
Johnson
Outdoors Inc. Class A common
stock
|
(179,388
|
)
|
|
272,762
|
||||
|
$
|
968,217
|
$
|
2,647,497
|
All
investments are participant directed.
6.
Income
Tax Status
The
Plan
has received a determination letter from the Internal Revenue Service dated
June
4, 2002, stating that the Plan is qualified under Section 401(a) of the Internal
Revenue Code, and, therefore, the related trust is exempt from taxation. Once
qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Plan administrator believes the Plan is
operating in compliance with the applicable requirements of the IRC and,
therefore, believes that the Plan is qualified and the related trust is
tax-exempt.
7.
Party-In-Interest
Transactions
All
transactions involving the investments administered by the Trustee and
investments in Johnson Outdoors Inc. common stock and other transactions with
the Company or Plan participants are considered party-in-interest
transactions.
8.
Plan
Termination
Although
the Company has not expressed any intent to terminate the Plan, it may do so
at
any time upon proper resolution by the Board of Directors. The business units
may also terminate retirement contributions to the Plan. In the event of Plan
termination, the Plan Trustee shall continue to administer the trust until
otherwise directed by the Board of Directors. Upon termination of the trust,
participants or their beneficiaries will receive the value of their
account.
10
SUPPLEMENTAL
SCHEDULE
11
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
EMPLOYEE
IDENTIFICATION NUMBER 39-1536083
PLAN
NUMBER 001
SCHEDULE
H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December
31, 2005
|
Identity
of issue, borrower, lessor
or similar party
|
Number
of shares/units
|
Current
fair value
|
|||||
|
Vanguard
Total Stock Index
|
75,590.655
|
$
|
2,267,720
|
||||
|
Pimco
II Total Return Fund
|
363,913.288
|
3,631,855
|
|||||
|
American
Balanced Fund R5
|
199,735.144
|
3,561,278
|
|||||
|
Dreyfus
Premier Emerging Markets Fund
|
101,447.322
|
2,193,291
|
|||||
|
Fidelity
Advisor Equity Growth Fund
|
125,218.130
|
6,362,333
|
|||||
|
Washington
Mutual Investors Fund R5
|
210,054.396
|
6,475,977
|
|||||
|
Capital
World Growth & Income Fund R5
|
167,313.405
|
6,120,324
|
|||||
|
Oppenheimer
Real Asset Fund
|
95,955.325
|
748,451
|
|||||
|
T.
Rowe Price Small Cap Stock Fund
|
165,236.109
|
5,421,397
|
|||||
|
William
Blair International Growth Fund
|
74,287.868
|
1,873,540
|
|||||
|
Putnam
Stable Value Fund *
|
11,410,640.397
|
11,410,640
|
|||||
|
Johnson
Outdoors Inc. Class A common stock*
|
49,221.775
|
833,817
|
|||||
|
Loans
to participants, interest rates ranging from 5%
to 12.5%*
|
1,341,471
|
||||||
|
Total
investments
|
$
|
52,242,094
|
|||||
*
Party-in-interest to the Plan
12
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Johnson Outdoors
Retirement and Savings Plan (the "Plan") Administrative Committee which
administers the Plan, has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Racine,
and
State of Wisconsin, on the 28th day of June, 2006.
|
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
|
|
|
By:
/s/ Richard
Fiegel
Richard Fiegel
By: /s/
David
Marquette
David Marquette
By:
/s/ Kevin
Mooney
Kevin Mooney
By:
/s/ Janine
Tracy
Janine Tracy
By:
/s/ W. Floyd
Wilkinson
W. Floyd Wilkinson
As
members of the Johnson Outdoors Retirement
and
Savings Plan Administrative
Committee
|
EXHIBIT
INDEX
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
FORM
11-K
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2005
|
Exhibit
No.
|
Description
|
Page
Number in
Sequentially
Numbered
Form 11-K
|
|
|
|
|
|
23.1
|
Consent
of Grant Thornton LLP
|
|
|
|
|
|
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
issued our report dated June 2, 2006, accompanying the financial statements
and
supplemental schedule of the Johnson Outdoors Retirement and Savings Plan
appearing in the Annual Report on Form 11-K for the years ended December 31,
2005 and 2004, which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 033-61285) of the aforementioned report
and
to the use of our name as it appears under the caption "Experts."
/s/
Grant Thornton LLP
GRANT
THORNTON LLP
Milwaukee,
Wisconsin
June
28,
2006