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x
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Annual
Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
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For
the fiscal year ended December 31,
2008.
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Or
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¨
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Transition
Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
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For
the transition period from _________ to
_________.
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A.
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Full
title of the plan and address of the plan, if different from that
of the
issuer named below:
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B.
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Name
of issuer of the securities held pursuant to the plan and the address
of
its principal executive office:
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Page
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Report
of Independent Registered Public Accounting Firm
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3
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Statements
of Net Assets Available for Benefits
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4
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Statements
of Changes in Net Assets Available for Benefits
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5
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Notes
to Financial Statements
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6
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Supplemental
Schedule
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Schedule
H, Part IV, Line 4i – Schedule of Assets (Held at End of Year) – December
31, 2008
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16
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2008
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2007
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|||||||
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Investments
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||||||||
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Investments,
at fair value
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$ | 41,226,659 | $ | 62,483,646 | ||||
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Loans
to participants
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1,476,391 | 1,436,132 | ||||||
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Total
investments
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42,703,050 | 63,919,778 | ||||||
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Contributions
Receivable
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||||||||
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Participant
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2,554 | 44,780 | ||||||
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Company
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1,094 | 18,107 | ||||||
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Total
receivables
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3,648 | 62,887 | ||||||
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Net
assets available for benefits at fair value
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42,706,698 | 63,982,665 | ||||||
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Adjustments
from fair value to contract value for interest in
Collective
trust relating to fully benefit-responsive investment
contracts
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789,954 | (227,872 | ) | |||||
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Net
assets available for benefits
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$ | 43,496,652 | $ | 63,754,793 | ||||
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2008
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2007
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Investment
(loss) income
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Net
realized and unrealized (depreciation) appreciation in fair value
of
investments
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$ | (20,607,656 | ) | $ | 1,001,721 | |||
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Interest
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168,924 | 102,375 | ||||||
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Dividends
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1,831,146 | 4,844,290 | ||||||
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Total
investment (loss) income
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(18,607,586 | ) | 5,948,386 | |||||
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Contributions
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||||||||
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Participant
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2,692,032 | 2,547,770 | ||||||
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Company
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1,002,250 | 2,935,910 | ||||||
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Rollover
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180,843 | 71,550 | ||||||
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Total
contributions
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3,875,125 | 5,555,230 | ||||||
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Distributions
to participants or beneficiaries
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(5,419,907 | ) | (4,571,023 | ) | ||||
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Administrative
expenses and investment management fees
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(105,773 | ) | (99,994 | ) | ||||
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Total
disbursements
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(5,525,680 | ) | (4,671,017 | ) | ||||
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Net (decrease) increase
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(20,258,141 | ) | 6,832,599 | |||||
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Net
assets available for benefits:
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Beginning
of year
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63,754,793 | 56,922,194 | ||||||
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End
of year
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$ | 43,496,652 | $ | 63,754,793 | ||||
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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.
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| 1. | General | |||
| The Plan is a defined contribution plan sponsored by Johnson Outdoors Inc. (the “Company” or "Employer") and is subject to the provisions of the Employee Retirement Income Security Act of 1974 as amended ("ERISA"). | ||||
| 2. | Participation | |||
| The following business units of the Company participate in the Plan: | ||||
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Johnson Outdoors Headquarters | |||
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Johnson Outdoors Mankato Operations | |||
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Johnson Outdoors Binghamton Operations | |||
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Johnson Outdoors Eufaula Operations | |||
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Johnson Outdoors U.S. Diving Operations | |||
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Johnson Outdoors Old Town Canoe | |||
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Johnson Outdoors Ocean Kayak | |||
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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. | ||||
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3.
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Contributions - continued | |
| Pursuant to the savings feature, eligible participants may make voluntary pre-tax and after-tax contributions of their base compensation (as defined by the plan), 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 makes a withdrawal from the Plan. | ||
| Participants may also choose to make contributions on an after-tax basis through a Roth 401(k) option. Contributions and earnings for the Roth 401(k) option are not subject to taxation at the time of distribution, as long as the distribution is a “qualified distribution” made no earlier than five years after the first Roth 401(k) contribution to the Plan. A qualified distribution is a distribution after separation of service and due to death, disability or after age 59½. 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. The Company made matching contributions of $1,002,250 and $953,167 in 2008 and 2007, respectively. | ||
| In addition, the Company may make a deferred profit sharing contribution to the Plan to be allocated to the accounts of eligible participants. The amount of such profit sharing contributions, if any, is at the discretion of the Compensation Committee of the Board of Directors. The Company made discretionary deferred profit sharing contributions of $0 and $1,982,743 in 2008 and 2007, respectively. The Company cut discretionary profit sharing contributions in 2008 in response to deteriorating economic conditions. | ||
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4.
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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 discretionary 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. | ||
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5.
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Vesting |
| Participant contributions, Company matching contributions, discretionary contributions and investment earnings thereon are 100% vested at all times. |
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6.
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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. | |||
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7.
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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. Principal and interest are paid through payroll deductions. The outstanding balance of any loan may be prepaid at any time without penalty. Outstanding loans are considered past due after 30 days. | |||
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8.
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Investment Options | ||
| During 2008 and 2007, participants in the Plan had the ability to self-direct their funds into the following investment options: | |||
| Vanguard Total Stock Index | |||
| Vanguard Windsor Fund | |||
| PIMCO II Total Return Fund | |||
| American Balanced Fund R5 | |||
| Fidelity Advisor Equity Growth Fund | |||
| Capital World Growth & Income Fund R5 | |||
| Oppenheimer Commodity Strategic Total Return | |||
| T. Rowe Price Small Cap Stock Fund | |||
| William Blair International Growth Fund | |||
| Putnam Stable Value Fund | |||
| Johnson Outdoors Inc. Class A common stock | |||
| In 2008, the Dreyfus Premier Emerging Markets Fund was replaced with the Harding Loevner Emerging Markets Fund. | |||
| A participant may invest a maximum of 25% of their post-1994 contributions in the Johnson Outdoors Inc. Class A common stock fund. | |||
| 9. | 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 discretionary 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. | ||
| NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
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1.
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Basis of Accounting | |
| The financial statements of the Plan have been prepared on the accrual basis of accounting and in conformity with accounting principles generally accepted in the United States of America. As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The Plan invests in investment contracts through The Putnam Stable Value Fund, a collective trust. The Statements of Net Assets Available for Benefits present the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The Statements of Changes in Net Assets Available for Benefits is prepared on a contract value basis. | ||
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2.
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Investments | |
| The Plan’s investments are stated at fair value. 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 participant loans are valued at their outstanding balances, which approximate fair value. The Plan’s interest in the collective trust is valued based on information reported by the investment advisor using the audited financial statements of the collective trust at year-end. | ||
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Common/Collective
Trust Funds
The
Plan holds an investment in the Putnam Stable Value Fund (“Stable Value”),
which is a common/collective trust fund managed by Putnam Fiduciary
Trust
Company (“PFTC or “Manager”), as trustee of the fund. The fund
invests primarily in guaranteed investment contracts (“GICs”), or funding
agreements, security-backed investment contracts (“SBICs”), separate
accounts issued or wrapped by insurance companies, banks or externally
managed stable value commingled investment funds. The Stable Value
fund may also invest in high-quality money market instruments or
other
similar short-term investments. The Plan’s interest in the Stable
Value fund is valued based on information reported by PFTC using
the
audited financial statements of the common / collective trust at
year
end.
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3.
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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. Participants are 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. | ||
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4.
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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. | ||
| NOTE C - FAIR VALUE MEASUREMENTS | ||
| Effective January 1, 2008, the Plan adopted Statement of Financial Accounting Standard (“ SFAS”) No. 157, “Fair Value Measurements.” Fair value is defined under SFAS No. 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under SFAS No. 157 must maximize the use of observable inputs and minimize the use of unobservable inputs. This standard establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. | ||
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Level 1 - Quoted prices in active markets (e.g. NYSE, NASDAQ, etc.) for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. | |
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Level 2 - Inputs, oth er 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 and inputs derived from observablemarket data by correlation or other means. | |
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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. | |
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Level
1
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Level
2
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Level
3
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Total
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Description:
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Mutual
funds
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$ | 29,277,833 | $ | -- | $ | -- | $ | 29,277,833 | ||||||||
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Common
stock
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268,195 | -- | -- | 268,195 | ||||||||||||
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Common
collective trust
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-- | 11,680,631 | -- | 11,680,631 | ||||||||||||
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Participant
loans receivable
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-- | -- | 1,476,391 | 1,476,391 | ||||||||||||
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Total
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$ | 29,546,028 | $ | 11,680,631 | $ | 1,476,391 | $ | 42,703,050 | ||||||||
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Level
3 Assets
Year
ended
December
31, 2008
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Participant
Loans
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Balance,
beginning of year
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$ | 1,436,132 | ||
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Purchases,
sales, insurance and settlements (net)
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40,259 | |||
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Balance,
end of year
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$ | 1,476,391 | ||
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Description
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2008
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PIMCO
II Total Return Fund
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$ |
4,394,014
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American
Balanced Fund R5
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2,537,673
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Fidelity
Advisor Equity Growth Fund
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3,918,637
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Capital
World Growth & Income Fund R5
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4,398,324
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T.
Rowe Price Small Cap Stock Fund
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3,590,374
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Putnam
Stable Value Fund*
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12,470,585
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Vanguard
Total Stock Index
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2,391,167
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Vanguard
Windsor Fund
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3,312,564
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*Amount
represents contract value (Fair value is $ 11,680,631)
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Description
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2007
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PIMCO
II Total Return Fund
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$ |
4,438,527
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American
Balanced Fund R5
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3,692,577
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Fidelity
Advisor Equity Growth Fund
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7,909,351
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Capital
World Growth & Income Fund R5
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8,322,266
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T.
Rowe Price Small Cap Stock Fund
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5,788,479
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Putnam
Stable Value Fund*
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10,997,687
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Vanguard
Total Stock Index
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3,675,366
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Vanguard
Windsor Fund
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6,286,878
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| Dreyfus Premier Emerging Markets Fund |
4,589,086
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William
Blair International Growth Fund
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4,361,770
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*Amount
represents contract value (Fair value is $11,225,559)
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2008
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2007
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Mutual
Funds
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$ | (19,859,886 | ) | $ | 831,947 | |||
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Johnson
Outdoors Inc. Class A common stock
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(747,770 | ) | 169,774 | |||||
| $ | (20,607,656 | ) | $ | 1,001,721 | ||||
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December
31, 2008
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December
31, 2007
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Net
assets available for benefits per the financial statements
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$ | 43,496,652 | $ | 63,754,793 | ||||
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Adjustment
from contract value to fair value
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(789,954 | ) | 227,872 | |||||
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Net
assets available for benefits per the Form 5500
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$ | 42,706,698 | $ | 63,982,665 | ||||
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December
31, 2008
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December
31, 2007
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Investment
income per the financial statements
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$ | (18,607,586 | ) | $ | 5,948,386 | |||
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Reverse
adjustment from contract value to fair value, prior year
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(227,872 | ) | -- | |||||
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Adjustment
from contract value to fair value, current year
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(789,954 | ) | 227,872 | |||||
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Investment
income per the Form 5500
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$ | (19,625,412 | ) | $ | 6,176,258 | |||
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Identity
of issue, borrower,
lessor
or similar party
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Number
of
shares/units
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Current
fair
value
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Vanguard
Total Stock Index
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113,649 | $ | 2,391,167 | |||||
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Vanguard
Windsor Fund
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108,858 | 3,312,564 | ||||||
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Pimco
II Total Return Fund
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449,286 | 4,394,014 | ||||||
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American
Balanced Fund R5
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184,023 | 2,537,673 | ||||||
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Fidelity
Advisor Equity Growth Fund
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108,220 | 3,918,637 | ||||||
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Capital
World Growth & Income Fund R5
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165,537 | 4,398,324 | ||||||
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Oppenheimer
Commodity Strategic Total Return
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210,231 | 653,820 | ||||||
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T.
Rowe Price Small Cap Stock Fund
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183,933 | 3,590,374 | ||||||
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William
Blair International Growth Fund
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159,725 | 2,095,592 | ||||||
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Johnson
Outdoors Inc. Class A common stock*
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48,133 | 268,195 | ||||||
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Harding
Loevner Emerging Markets
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75,272 | 1,985,668 | ||||||
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Putnam
Stable Value Fund *
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12,470,585 | 11,680,631 | ||||||
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Loans
to participants, interest rates ranging from 5% to 9.25%*
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1,476,391 | |||||||
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Total
investments
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$ | 42,703,050 | ||||||
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JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
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| By:/s/
Richard
Fiegel
Richard
Fiegel
|
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| By: /s/
David
Marquette
David
Marquette
|
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| By:
/s/
Sara
Vidian
Sara
Vidian
|
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| By:
/s/
David W.
Johnson
David
W. Johnson
|
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| By:
/s/
W. Floyd
Wilkinson
W.
Floyd Wilkinson
|
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| By:
/s/
Elizabeth A.
Limpel
Elizabeth
A. Limpel
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As
members of the Johnson Outdoors Retirement
and
Savings Plan Administrative
Committee
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Exhibit
No.
|
Description
|
Page
Number in
Sequentially
Numbered
Form 11-K
|
|
23.1
|
Consent
of Grant Thornton LLP
|
|