e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
Commission File Number: 000-23800
A. |
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Full title of the plan and the address of the plan, if different from that of the issuer named
below: |
LaCrosse Footwear, Inc. Employees Retirement Savings Plan
B. |
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
LaCrosse Footwear, Inc.
18550 NE Riverside Parkway
Portland, Oregon 97230
503-766-1010
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Administrative Committee and Plan Participants
LaCrosse Footwear, Inc. Employees Retirement Savings Plan
Portland, Oregon
We have audited the accompanying statements of net assets available for benefits of LaCrosse
Footwear, Inc. Employees Retirement Savings Plan (the Plan) as of December 31, 2005 and 2004, and the related
statement of changes in net assets available for benefits for the year ended December 31, 2005.
These financial statements are the responsibility of the Plans 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 audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan has determined that it is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Plans internal control over financial reporting. Accordingly, we express no such opinion. 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 financial status of LaCrosse Footwear, Inc. Employees Retirement Savings Plan as of
December 31, 2005 and 2004, and the changes in its net assets available for benefits for the year
ended December 31, 2005, 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 of assets held for investment as of December 31, 2005,
is presented for the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the United States Department of
Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the Plans 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.
McGLADREY & PULLEN, LLP
Minneapolis, Minnesota
May 10, 2006
1
LACROSSE FOOTWEAR, INC. EMPLOYEES RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2005 and 2004
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2005 |
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2004 |
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Assets |
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Investments at fair value (Notes 2, 6 and 7): |
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Interest in shares of registered investment companies |
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$ |
5,644,645 |
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$ |
5,797,156 |
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Interest in common collective trusts |
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909,065 |
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LaCrosse Footwear, Inc. common stock |
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207,373 |
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247,196 |
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Participant loan |
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44,900 |
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6,805,983 |
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6,044,352 |
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Receivables: |
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Employer contributions |
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92,511 |
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52,896 |
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Accrued interest |
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1,136 |
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92,511 |
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54,032 |
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Cash |
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14,703 |
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99 |
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Net assets available for benefits |
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$ |
6,913,197 |
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$ |
6,098,483 |
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See Notes to Financial Statements.
2
LACROSSE FOOTWEAR, INC. EMPLOYEES RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended
December 31, 2005
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Additions to net assets attributed to: |
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Investment income: |
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Net appreciation in fair value of investments (Notes 6 and 7) |
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$ |
146,336 |
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Interest and dividends |
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285,499 |
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Contributions: |
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Employer |
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213,308 |
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Participant |
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442,255 |
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Rollover |
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517,116 |
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Total additions |
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1,604,514 |
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Deductions from net assets attributed to: |
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Benefits paid |
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779,294 |
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Administrative expenses |
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10,506 |
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Total deductions |
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789,800 |
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Net increase |
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814,714 |
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Net assets available for benefits: |
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Beginning of year |
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6,098,483 |
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End of year |
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$ |
6,913,197 |
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See Notes to Financial Statements.
3
LACROSSE FOOTWEAR, INC. EMPLOYEES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description
The following description of the LaCrosse Footwear, Inc. Employees Retirement Savings Plan (the
Plan) provides only general information. Participants should refer to the Plan agreement for a
more complete description of the Plans provisions.
Effective date:
The LaCrosse Footwear, Inc. Employees Retirement Savings Plan became effective January 1,
1957.
General:
The Plan is a defined contribution plan covering all employees of LaCrosse Footwear,
Inc. and Danner, Inc. (the Company), who meet the eligibility requirements, with the
exception of the employees of collective bargaining units. Employees must complete 30
days of employment to be eligible. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, (ERISA).
Participant accounts:
Each participants account is credited with the participants contributions and
allocations of (a) the Companys contributions, and (b) plan earnings, and is charged
with an allocation of administrative expenses. Allocations are based on participant
contributions, eligible participant compensation, or account balances, as defined. The
benefit to which a participant is entitled is the benefit that can be provided from the
participants vested account.
Vesting:
Participants are immediately vested in their voluntary contributions plus actual earnings
thereon. Effective January 1, 2006, all employed participants became 100% vested in their
employer matching and employer discretionary contribution balances and actual earnings thereon.
Participants who terminated employment prior to January 1, 2006 are considered 100% vested in
the employer matching and employer discretionary contributions if they had accumulated three
years or more of service.
Funding policy:
For the 2005 Plan year, the Company made employer matching contributions equal to 50% of each
participants deferral contribution between 1% and 4% of the participants eligible
compensation. Effective January 1, 2006, the Company began making basic safe harbor matching
contributions equal to 100% of each participants deferral contributions up to a maximum of 3%
of the participants eligible compensation, plus 50% of each participants deferral
contributions between 3% and 5% of the participants eligible compensation.
The Company may also make profit-sharing contributions at its discretion. The amounts of the
profit-sharing contributions are a percentage of the eligible compensation of all contributing
participants. The profit-sharing percentage is determined annually and is based on the
Companys operating profit for the plan year. For the year ended December 31, 2005, the
Company made a discretionary contribution equal to 1.4% of eligible participant compensation.
Participants may elect to make voluntary contributions to the plan by deferring a certain
percentage of their compensation. Participants may contribute up to
the maximum percentage or dollar amount
determined by the Federal Government each year.
4
LACROSSE FOOTWEAR, INC. EMPLOYEES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description, Continued
Forfeitures:
Amounts not vested upon termination of employment are forfeited by participants and are used to
reduce the amount of the Companys contributions to the Plan. At December 31, 2005, forfeited
nonvested accounts totaled approximately $90,000.
Investment options:
Participants direct the investments of their contributions into various investment options
offered by the Plan. Participants can elect to invest from one percent to one hundred percent
in selected funds and the elections can be changed daily. Participants are not allowed to
direct the investments of their contributions into LaCrosse Footwear, Inc. common stock
effective December 19, 2002.
Participant loans:
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum amount
equal to the lesser of $50,000 or 50% of their vested account balance. Loan transactions are
treated as a transfer to (from) the investment fund from (to) the participants loan fund.
Loan terms range from one to five years, or longer for the purchase of a primary residence.
The loans must be adequately secured and bear interest at a rate commensurate to similar types
of loans by other lenders.
Payment of benefits:
On termination of service, a participant may elect distribution of the value of the
participants vested balance of his or her account under one, or any combination of the
following methods: (a) by payment in a lump sum; or (b) by installments over a
specified period of time.
Note 2. Summary of Significant Accounting Policies
Basis of accounting:
The Plans financial statements are presented on an accrual basis of accounting.
Investment administration and valuation and income recognition:
The activities of the Trust are administered by Wells Fargo Bank N.A. (the Trustee). Wells
Fargo Bank N.A. became the trustee effective November 1, 2005. Prior to that, the activities
of the trust were administered by U S Bank National Association.
The investments in common stock and shares of registered investment companies are stated at
fair value based upon quoted market prices. The investments in common collective trust funds
are stated at fair value as quoted by the trust. Realized gains and losses on sales of
securities are recorded on a trade-date basis. Net unrealized appreciation or depreciation on
investments is recorded based on the fair value of the investments at the end of the reporting
period. Interest income is recorded on the accrual basis and dividends are recorded on the
ex-dividend date.
Payment of benefits:
Benefits are recorded when paid.
5
LACROSSE FOOTWEAR, INC. EMPLOYEES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 2. Summary of Significant Accounting Policies, Continued
Use of estimates in the preparation of financial statements:
The preparation of financial statements requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of changes in
net assets during the reporting period. Actual results could differ from those estimates.
Administrative expenses:
All fees and expenses incurred by the Plan shall be paid by the Company or from plan assets as
determined by the Plan Administrator.
Note 3. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100 percent vested in their
accounts.
Note 4. Income Tax Status
Effective November 1, 2005, the Plan adopted a non-standardized form of a prototype plan sponsored
by Wells Fargo Bank N.A. The prototype plan has received an opinion letter from the Internal
Revenue Service as to the plans qualified status. The prototype plan opinion letter has been
relied upon by this Plan. The Plan Administrator believes the Plan is designed and is being
operated in compliance with the applicable provisions of the Internal Revenue Code.
Note 5. Transactions With Parties-in-Interest
The Plan invests in certain shares of registered investment companies and common collective trusts
that are managed by the Plan Trustee. Also, transactions involving LaCrosse Footwear, Inc. common
stock are considered party-in-interest transactions. These transactions are not, however,
considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations. Effective
December 19, 2002, participants are no longer allowed to direct salary deferrals into LaCrosse
Footwear, Inc. common stock.
6
LACROSSE FOOTWEAR, INC. EMPLOYEES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 6. Investments
The fair values of individual investments that represent 5 percent or more of the Plans net assets
as of December 31 are as follows:
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2005 |
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2004 |
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JPMorgan Capital Growth Select Fund |
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$ |
1,425,968 |
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$ |
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Wells Fargo Advantage Index Fund |
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992,347 |
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RS Investments Partners Fund |
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787,547 |
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Hotchkis & Wiley Large Cap Value Fund |
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674,365 |
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Wells Fargo Stable Return Fund |
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647,115 |
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Baron Small Cap Fund |
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394,665 |
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First American Equity Index Fund |
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1,008,946 |
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Heartland Value Fund |
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894,483 |
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First American Prime Obligations Fund |
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740,190 |
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Brandywine Fund |
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665,311 |
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First American Mid Cap Growth Opportunity Fund |
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608,644 |
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First American Equity Income Fund |
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522,312 |
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First American Small Cap Select Fund |
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339,462 |
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During 2005, the Plans investments in shares of registered investment companies, common collective
trust funds, and LaCrosse Footwear, Inc. common stock (including gains and losses on investments
bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
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Shares of Registered Investment Companies |
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Bond Fund |
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$ |
(4,504 |
) |
Equity Funds |
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|
123,763 |
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Balanced Funds |
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|
6,614 |
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Common Collective Trust Funds |
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|
15,308 |
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LaCrosse Footwear, Inc. Common Stock |
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|
5,155 |
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Total |
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$ |
146,336 |
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7
LACROSSE FOOTWEAR, INC. EMPLOYEES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 7. Investment in LaCrosse Footwear, Inc. Common Stock
The Plans investments at December 31, 2005 and 2004 in LaCrosse Footwear, Inc. common
stock are as follows:
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2005 |
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2004 |
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Number of shares |
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19,148 |
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22,931 |
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Cost |
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$ |
107,995 |
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$ |
129,324 |
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Fair value |
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$ |
207,373 |
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$ |
247,196 |
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8
SUPPLEMENTARY INFORMATION
LACROSSE FOOTWEAR, INC. EMPLOYEES RETIREMENT SAVINGS PLAN
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS HELD FOR INVESTMENT AT END OF YEAR
December 31,
2005
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Description |
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Current Value |
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Investments at fair value: |
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Shares of Registered Investment Companies: |
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JPMorgan Capital Growth Select Fund |
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$ |
1,425,968 |
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* |
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Wells Fargo Advantage Index Fund |
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|
992,347 |
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|
RS Investments Partners Fund |
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|
787,547 |
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Hotchkis & Wiley Large Cap Value Fund |
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|
674,365 |
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Baron Small Cap Fund |
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|
394,665 |
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Dodge & Cox Balanced Fund |
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316,737 |
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American Funds EuroPacific Growth Fund |
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|
305,050 |
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American Funds Growth Fund of America |
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290,269 |
|
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MFS Research Bond Fund |
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|
241,750 |
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RS Investments Value Fund |
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|
215,947 |
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5,644,645 |
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Common Collective Trusts |
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|
* |
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Wells Fargo Stable Return Fund |
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|
647,115 |
|
* |
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Wells Fargo Russell 2000 Index Fund |
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|
187,506 |
|
* |
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Wells Fargo S&P Mid Cap Index Fund |
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|
74,444 |
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|
909,065 |
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Participant loan, due on November 23, 2015,
with interest rate of 8% |
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|
44,900 |
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* |
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LaCrosse Footwear, Inc. common stock |
|
|
207,373 |
|
|
|
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|
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|
|
|
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$ |
6,805,983 |
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* |
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Indicates party-in-interest. See Note 5. |
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the
Plan (or other persons who administer the employee benefit plan) have duly caused this Annual
Report to be signed on its behalf by the undersigned hereunto duly authorized.
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LaCROSSE FOOTWEAR, INC.
EMPLOYEES RETIREMENT SAVINGS PLAN |
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By:
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/s/ David P. Carlson |
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David P. Carlson
Executive Vice President and Chief Financial Officer |
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LaCrosse Footwear, Inc., Plan Administrator |
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Date: June 29, 2006
LaCROSSE FOOTWEAR, INC.
EMPLOYEES RETIREMENT SAVINGS PLAN
Exhibit Index
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Exhibit No. |
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Description |
23 |
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Consent of Independent Registered Public Accounting Firm |