<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>slp289.txt
<DESCRIPTION>FORM 10-Q AMENDMENT
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                   FORM 10-Q/A


        [ X ] AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                For the quarterly period ended December 28, 2001

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              For the transition period from _________ to _________

                         Commission file number 0-16255

                              JOHNSON OUTDOORS INC.
             (Exact name of Registrant as specified in its charter)


           Wisconsin                                     39-1536083
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                  1326 Willow Road, Sturtevant, Wisconsin 53177
                    (Address of principal executive offices)


                                 (262) 884-1500
              (Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ]

As of January 31, 2002, 6,947,360 shares of Class A and 1,222,729 shares of
Class B common stock of the Registrant were outstanding.


================================================================================
<PAGE>

           The undersigned Registrant hereby amends Items 1 and 2 of Part I of
its Quarterly Report on Form 10-Q for the quarterly period ended December 28,
2001 to provide in their entirety as follows:

PART I     FINANCIAL INFORMATION

Item 1.    Financial Statements

<TABLE>
                              JOHNSON OUTDOORS INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
(thousands, except per share data)                                                                     Three Months Ended
----------------------------------------------------------------------------------------------------------------------------
                                                                                        December 28           December 29
                                                                                               2001                  2000
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                   <C>
Net sales                                                                                 $    59,738           $   58,751
Cost of sales                                                                                  34,448               34,945
----------------------------------------------------------------------------------------------------------------------------
Gross profit                                                                                   25,290               23,806
----------------------------------------------------------------------------------------------------------------------------
Operating expenses:
    Marketing and selling                                                                      15,015               15,248
    Administrative management, finance and information systems                                  6,932                6,866
    Research and development                                                                    1,615                1,823
    Amortization and write-down of intangibles                                                     83                3,227
    Profit sharing                                                                                193                  211
    Strategic charges                                                                             461                   --
----------------------------------------------------------------------------------------------------------------------------
Total operating expenses                                                                       24,299               27,375
----------------------------------------------------------------------------------------------------------------------------
Operating profit (loss)                                                                           991               (3,569)
Interest income                                                                                  (146)                (164)
Interest expense                                                                                1,552                2,082
Other (income) expense, net                                                                       245                  (81)
----------------------------------------------------------------------------------------------------------------------------
Loss before income taxes                                                                         (660)              (5,406)
Income tax benefit                                                                               (264)              (2,177)
----------------------------------------------------------------------------------------------------------------------------
Loss before cumulative effect of change in accounting principle                                  (396)              (3,229)
Cumulative effect of change in accounting principle, net of tax of $(2,200) and
    $845                                                                                      (22,876)               1,755
----------------------------------------------------------------------------------------------------------------------------
Net loss                                                                                  $   (23,272)          $   (1,474)
----------------------------------------------------------------------------------------------------------------------------
BASIC EARNINGS (LOSS) PER COMMON SHARE:
    Loss before cumulative effect of change in accounting principle                       $    (0.05)           $   (0.40)
    Cumulative effect of change in accounting principle                                        (2.80)                0.22
----------------------------------------------------------------------------------------------------------------------------
Net loss                                                                                  $    (2.85)           $   (0.18)
----------------------------------------------------------------------------------------------------------------------------
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
    Loss before cumulative effect of change in accounting principle                       $    (0.05)           $   (0.40)
    Cumulative effect of change in accounting principle                                        (2.80)                0.22
----------------------------------------------------------------------------------------------------------------------------
Net loss                                                                                  $    (2.85)           $   (0.18)
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       2
<PAGE>
<TABLE>
                              JOHNSON OUTDOORS INC.

                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                             December 28        September 28        December 29
(thousands, except share data)                                                      2001                2001               2000
---------------------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
<S>                                                                          <C>                 <C>                <C>
    Cash and temporary cash investments                                      $     9,719         $    16,069        $    14,896
    Accounts receivable, less allowance for doubtful accounts of
        $3,586, $3,739 and $4,048, respectively                                   48,165              45,585             55,829
    Inventories                                                                   68,327              61,700             80,106
    Deferred income taxes                                                          5,262               5,269              3,822
    Other current assets                                                           7,779               4,557              5,198
---------------------------------------------------------------------------------------------------------------------------------
Total current assets                                                             139,252             133,180            159,851
Property, plant and equipment                                                     29,606              35,879             37,569
Deferred income taxes                                                             21,819              19,577             17,256
Intangible assets                                                                 29,660              55,288             56,895
Other assets                                                                         910                 989              1,470
---------------------------------------------------------------------------------------------------------------------------------
Total assets                                                                 $   221,247         $   244,913        $   273,041
---------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Short-term debt and current maturities of long-term debt                 $    26,535         $    12,985        $    97,068
    Accounts payable                                                              13,685              12,157             13,933
    Accrued liabilities:
        Salaries and wages                                                         5,775               5,968              5,926
        Income taxes                                                                (665)              1,206             (3,274)
        Other                                                                     14,083              17,237             14,088
---------------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                         59,413              49,553            127,741
Long-term debt, less current maturities                                           78,272              84,550             40,829
Other liabilities                                                                  4,442               5,031              5,038
---------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                142,127             139,134            173,608
---------------------------------------------------------------------------------------------------------------------------------
Shareholders' equity:
    Preferred stock: none issued                                                      --                  --                 --
    Common stock:
    Class A shares issued:
        December 28, 2001, 6,947,360;
        September 28, 2001, 6,946,012;
        December 29, 2000, 6,924,630                                                 347                 347                346
    Class B shares issued (convertible into Class A):  1,222,729                      61                  61                 61
    Capital in excess of par value                                                44,411              44,411             44,291
    Retained earnings                                                             56,890              80,162             73,323
    Contingent compensation                                                          (19)                (44)               (69)
    Accumulated other comprehensive income:
        Cumulative foreign currency translation adjustment                       (22,570)            (19,158)           (18,519)
---------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity                                                        79,120             105,779             99,433
---------------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                   $   221,247         $   244,913        $   273,041
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       3
<PAGE>
<TABLE>
                              JOHNSON OUTDOORS INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
 (thousands)                                                                                           Three Months Ended
----------------------------------------------------------------------------------------------------------------------------
                                                                                            December 28        December 29
                                                                                                   2001               2000
----------------------------------------------------------------------------------------------------------------------------
CASH USED FOR OPERATIONS
<S>                                                                                          <C>                <C>
Net loss                                                                                     $  (23,272)        $   (1,474)
Less gain (loss) from cumulative effect of change in accounting principle                       (22,876)             1,755
----------------------------------------------------------------------------------------------------------------------------
Loss before cumulative effect of change in accounting principle                                    (396)            (3,229)
Adjustments to reconcile income to net cash used for operating activities:
        Depreciation and amortization                                                             2,446              3,100
        Deferred income taxes                                                                         7                660
        Impairment of goodwill                                                                       --              2,526
Change in assets and liabilities, net of effect of businesses acquired or sold:
    Accounts receivable                                                                          (3,365)              (176)
    Inventories                                                                                  (7,544)           (15,642)
    Accounts payable and accrued liabilities                                                     (3,721)           (17,522)
    Other, net                                                                                   (4,434)              (923)
----------------------------------------------------------------------------------------------------------------------------
                                                                                                (17,007)           (31,206)
----------------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment                                               4,982                 --
Payments for purchase of business, net of cash acquired                                              --               (339)
Net additions to property, plant and equipment                                                   (1,207)            (2,662)
----------------------------------------------------------------------------------------------------------------------------
                                                                                                  3,775             (3,001)
----------------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES
Issuance of senior notes                                                                         50,000                 --
Principal payments on senior notes and other long-term debt                                      (8,000)            (6,000)
Net change in short-term debt                                                                   (34,706)            36,947
----------------------------------------------------------------------------------------------------------------------------
                                                                                                  7,294             30,947
----------------------------------------------------------------------------------------------------------------------------
Effect of foreign currency fluctuations on cash                                                    (412)               793
----------------------------------------------------------------------------------------------------------------------------
Decrease in cash and temporary cash investments                                                  (6,350)            (2,467)
CASH AND TEMPORARY CASH INVESTMENTS
Beginning of period                                                                              16,069             17,363
----------------------------------------------------------------------------------------------------------------------------
End of period                                                                                $    9,719         $   14,896
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                       4
<PAGE>
                              JOHNSON OUTDOORS INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)


1     Basis of Presentation

      The consolidated financial statements included herein are unaudited. In
      the opinion of management, these statements contain all adjustments
      (consisting of only normal recurring items) necessary to present fairly
      the financial position of Johnson Outdoors Inc. and subsidiaries (the
      Company) as of December 28, 2001 and the results of operations and cash
      flows for the three months ended December 28, 2001. These consolidated
      financial statements should be read in conjunction with the consolidated
      financial statements and notes thereto included in the Company's 2001
      Annual Report on Form 10-K.

      Because of seasonal and other factors, the results of operations for the
      three months ended December 28, 2001 are not necessarily indicative of the
      results to be expected for the full year.

      All monetary amounts, other than share and per share amounts, are stated
      in thousands.

      Certain amounts as previously reported have been reclassified to conform
      with the current period presentation.

2     Change in Accounting Principle

      Effective September 29, 2001, the Company adopted Financial Accounting
      Standards Board No. 142, Goodwill and Other Intangible Assets, (SFAS 142).
      In response to the adoption of this new standard, the Company ceased the
      amortization of goodwill. As such, net income for fiscal 2002 will be
      increased by approximately $1,500 when compared to fiscal 2001. As
      required under SFAS 142, the Company has performed an assessment of the
      carrying value of goodwill using a number of criteria, including the value
      of the overall enterprise as of September 29, 2001. This assessment
      resulted in a write off of goodwill totaling $22,876, net of tax, and has
      been reflected as a change in accounting principle. The write off is
      associated with the Watercraft ($12,900) and Diving ($10,000) business
      units. Future impairment charges from existing operations or other
      acquisitions, if any, will be reflected as an operating expense in the
      statement of operations.

      Effective September 30, 2000, the Company adopted SFAS 133, which
      establishes accounting and reporting standards for derivative instruments,
      including certain derivative instruments embedded in other contracts and
      for hedging activities. All derivatives, whether designated in hedging
      relationships or not, are required to be recorded on the balance sheet at
      fair value. If the derivative is designated as a fair value hedge, the
      changes in fair value of the derivative and the hedged item are recognized
      in earnings. If the derivative is designated as a cash flow hedge, changes
      in the fair value of the derivative are recorded in other comprehensive
      income and are recognized in earnings when the hedged item affects
      earnings.

      The adoption of SFAS 133 resulted in an effect of change in accounting
      principle after tax gain of $1,755 in 2001.


3     Income Taxes

      The provision for income taxes includes deferred taxes and is based upon
      estimated annual effective tax rates in the tax jurisdictions in which the
      Company operates.

                                       5
<PAGE>
                              JOHNSON OUTDOORS INC.

4     Inventories

      Inventories related to continuing operations at the end of the respective
      periods consist of the following:

<TABLE>
<CAPTION>
      -----------------------------------------------------------------------------------------------
                                      December 28             September 28             December 29
                                             2001                     2001                    2000
      -----------------------------------------------------------------------------------------------
<S>                                      <C>                     <C>                      <C>
      Raw materials                      $  23,259               $  19,892                $  28,477
      Work in process                        2,634                   2,592                    2,947
      Finished goods                        45,534                  42,620                   51,584
      -----------------------------------------------------------------------------------------------
                                            71,427                  65,104                   83,008
      Less reserves                          3,100                   3,404                    2,902
      -----------------------------------------------------------------------------------------------
                                         $  68,327               $  61,700                $  80,106
      -----------------------------------------------------------------------------------------------
</TABLE>

5     Earnings Per Share

      The following table sets forth the computation of basic and diluted
      earnings per common share before cumulative effect of change in accounting
      principle:
<TABLE>
<CAPTION>
      ----------------------------------------------------------------------------------------------------------
                                                                                            Three Months Ended
      ----------------------------------------------------------------------------------------------------------
                                                                                December 28        December 29
                                                                                       2001               2000
      ----------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                    <C>
      Loss before cumulative effect of change in accounting principle for
           basic and diluted earnings per share                               $        (396)           $(3,229)
      -----------------------------------------------------------------------------------------------------------
      Weighted average common shares outstanding                                  8,168,934          8,147,359
      Less nonvested restricted stock                                                14,193             14,500
      -----------------------------------------------------------------------------------------------------------
      Basic and diluted average common shares                                     8,154,741          8,132,859
      -----------------------------------------------------------------------------------------------------------
      Basic and diluted earnings per common share before cumulative effect
           of change in accounting principle                                  $       (0.05)            $(0.40)
      -----------------------------------------------------------------------------------------------------------
</TABLE>

6     Stock Ownership Plans

      A summary of stock option activity related to the Company's plans is as
      follows:

<TABLE>
<CAPTION>
      ---------------------------------------------------------------------------------------
                                                                           Weighted Average
                                                         Shares              Exercise Price
      ---------------------------------------------------------------------------------------
<S>                                                   <C>                            <C>
      Outstanding at September 28, 2001               1,086,795                      $10.20
      Granted                                           248,280                        7.42
      Cancelled                                        (100,899)                      16.25
      ---------------------------------------------------------------------------------------
      Outstanding at December 28, 2001                1,234,176                      $ 9.14
      ---------------------------------------------------------------------------------------
</TABLE>

      Options to purchase 1,131,497 shares of common stock with a weighted
      average exercise price of $10.88 per share were outstanding at December
      29, 2000.

                                       6
<PAGE>
                              JOHNSON OUTDOORS INC.

7     Comprehensive Income

      Comprehensive income includes net income and changes in shareholders'
      equity from non-owner sources. For the Company, the elements of
      comprehensive income excluded from net income are represented primarily by
      the cumulative foreign currency translation adjustment.

      Comprehensive loss for the respective periods consists of the following:

<TABLE>
<CAPTION>
      --------------------------------------------------------------------------------------------------------------
                                                                                               Three Months Ended
      --------------------------------------------------------------------------------------------------------------
                                                                                   December 28        December 29
                                                                                          2001               2000
      --------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                  <C>
      Net loss                                                                      $  (23,272)          $ (1,474)
      Translation adjustment                                                            (3,412)             3,041
      Reclassification adjustment for change in accounting principle                        --             (2,974)
      --------------------------------------------------------------------------------------------------------------
      Comprehensive loss                                                            $  (26,684)          $ (1,407)
      --------------------------------------------------------------------------------------------------------------
</TABLE>

8     Related Party Transaction

      On November 30, 2001, the Company entered into a sale/leaseback
      transaction for its headquarters facility with a related party. The
      Company sold the facility for $4,982 in cash and entered into a
      month-to-month lease agreement with the related party. The Company and the
      related party engaged an independent appraiser to determine the sale price
      of the facility. Additionally, due to the related party nature of the
      transaction, the Company deferred the gain on the sale and will recognize
      it over the useful life of the facility. The deferred gain is recorded as
      a contra-asset within the property, plant and equipment section of the
      balance sheet.

9     Segments of Business

      The Company conducts its worldwide operations through separate global
      business units, each of which represent major product lines. Operations
      are conducted in the United States and various foreign countries,
      primarily in Europe, Canada and the Pacific Basin. The Company does not
      believe it has unusual risk related to concentrations in volume of
      business with a particular customer or supplier, or concentrations in
      revenue from a particular product.

      Net sales and operating profit include both sales to customers, as
      reported in the Company's consolidated statements of operations, and
      interunit transfers, which are priced to recover cost plus an appropriate
      profit margin. Identifiable assets represent assets that are used in the
      Company's operations in each business unit at the end of the periods
      presented.

                                       7
<PAGE>
                              JOHNSON OUTDOORS INC.

      A summary of the Company's operations by business unit is presented below:

      -------------------------------------------------------------------------
                                                          Three Months Ended
      -------------------------------------------------------------------------
                                              December 28        December 29
                                                     2001               2000
      -------------------------------------------------------------------------
      Net sales:
          Outdoor equipment:
              Unaffiliated customers           $   22,715         $   21,165
              Interunit transfers                      10                 14
          Diving:
              Unaffiliated customers               13,823             16,167
              Interunit transfers                      --                  1
          Motors:
              Unaffiliated customers               12,492             10,005
              Interunit transfers                      61                164
          Watercraft:
              Unaffiliated customers               10,703             11,385
              Interunit transfers                      33                 35
          Other                                         5                 29
          Eliminations                               (104)              (214)
      -------------------------------------------------------------------------
                                               $   59,738         $   58,751
      -------------------------------------------------------------------------
      Operating profit (loss):
          Outdoor equipment                    $    2,586         $    1,298
          Diving                                    1,484              1,816
          Motors                                      550             (3,301)
          Watercraft                               (1,348)            (1,114)
          Other                                    (2,281)            (2,268)
      -------------------------------------------------------------------------
                                               $      991         $   (3,569)
      -------------------------------------------------------------------------
      Identifiable assets (end of period):
          Outdoor equipment                    $   46,623         $   47,848
          Diving (1)                               71,912             95,178
          Motors                                   28,816             32,985
          Watercraft (1)                           57,762             74,220
          Other                                    16,134             22,810
      -------------------------------------------------------------------------
                                               $  221,247         $  273,041
      -------------------------------------------------------------------------

      (1) December 28, 2001 reflects the goodwill write-off related to the
adoption of SFAS 142.


                                       8
<PAGE>

Item 2    Management's Discussion and Analysis of Financial Condition and
          Results of Operations


The following discussion includes comments and analysis relating to the
Company's results of operations and financial condition for the three months
ended December 28, 2001 and December 29, 2000. This discussion should be read in
conjunction with the consolidated financial statements and related notes that
immediately precede this section, as well as the Company's 2001 Annual Report on
Form 10-K.


Forward Looking Statements

Certain matters discussed in this Form 10-Q are "forward-looking statements,"
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the context of the
statement includes phrases such as the Company "expects," "believes" or other
words of similar meaning. Similarly, statements that describe the Company's
future plans, objectives or goals are also 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, actions of companies that compete with
the Company, the Company's success in managing inventory, movements in foreign
currencies or interest rates and adverse weather conditions. 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 Form 10-Q and the Company
undertakes no obligations to publicly update such forward-looking statements to
reflect subsequent events or circumstances.


Results of Operations

Net sales for the three months ended December 28, 2001 totaled $59.7 million, an
increase of 1.7% or $1.0 million, compared to $58.8 million in the three months
ended December 29, 2000. Foreign currency translations did not have a material
impact on first quarter sales volume. Two of the four business units showed
sales growth over the prior year, led by the Motors business which had a $2.4
million increase due to a shift in distributor buying patterns and recovery in
the OEM market. The Outdoor Equipment business had an increase of $1.5 million
driven by strong growth in the Jack Wolfskin business. The Diving business was
adversely impacted by reduced travel as the market reacts to recent global
events.

Gross profit as a percentage of sales was 42.3% for the three months ended
December 28, 2001 compared to 40.5% in the corresponding period in the prior
year. Margins in the Watercraft, Outdoor Equipment and Motors businesses were
improved over the prior year, while the Diving business saw margins decline. The
Watercraft business experienced operational improvements from business changes
implemented over the prior year. The Outdoor Equipment business benefited from
improved pricing driven by smaller average order quantities on its military
contracts. The Motors business benefited from new products and mix.

The Company recognized operating profit of $1.0 million for the three months
ended December 28, 2001 compared to an operating loss of $3.6 million for the
corresponding period of the prior year. Included in the operating loss for the
three months ended December 29, 2000 was a $2.5 million write-down for impaired
goodwill related to the Airguide brand in the Motors business. The current
quarter benefited from a $0.6 million reduction in amortization expense related
to the adoption of SFAS No. 142. The current quarter also included $0.5 million
of strategic charges related to the ongoing restructuring efforts in the
Watercraft business. On a comparable basis, excluding the unusual items noted
above, operating expenses decreased $0.4 million and operating profit rose by
$1.9 million in the first quarter versus a year ago.

Strong gross profits in the Motors and Outdoor Equipment business drove the
increase in operating profits. Watercraft operating profit was flat with prior
year, on lower sales volume, excluding the impact of


                                       9
<PAGE>

SFAS No. 142 and strategic charges. The Diving business reduced operating
expenses by $1.0 million, mitigating a portion of the impact of sales and margin
declines on operating profits.

Interest expense totaled $1.6 million for the three months ended December 28,
2001 compared to $2.1 million for the corresponding period of the prior year. In
the current year, the Company benefited from reductions in overall debt due to
reductions in working capital. In addition, the Company benefited from declining
interest rates on the floating rate facilities.

The Company's effective tax rate for the three months ended December 28, 2001
was 40.0%, consistent with the effective tax rate for the corresponding period
of the prior year.

The Company recognized a loss before cumulative effect of change in accounting
principle of $0.4 million in the three months ended December 28, 2001, compared
to a loss of $3.2 million in the corresponding period of the prior year. Diluted
earnings per common share before cumulative effect of change in accounting
principle totaled $0.05 for the three months ended December 28, 2001 compared to
$0.40 in the prior year.

Change in Accounting Principle

Effective September 29, 2001, the Company adopted Financial Accounting Standards
Board No. 142, Goodwill and Other Intangible Assets, (SFAS 142). In response to
the adoption of this new standard, the Company ceased the amortization of
goodwill. As such, net income for fiscal 2002 will be increased by approximately
$1.5 million when compared to fiscal 2001. As required under SFAS 142, the
Company has performed an assessment of the carrying value of goodwill using a
number of criteria, including the value of the overall enterprise as of
September 29, 2001. This assessment resulted in a write off of goodwill totaling
$22.9 million, net of tax ($2.80 per diluted share), and has been reflected as a
change in accounting principle. The write off is associated with the Watercraft
($12.9 million) and Diving ($10.0 million) business units. Future impairment
charges from existing operations or other acquisitions, if any, will be
reflected as an operating expense in the statement of operations.

Effective September 30, 2000, the Company adopted SFAS 133, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
All derivatives, whether designated in hedging relationships or not, are
required to be recorded on the balance sheet at fair value. If the derivative is
designated as a fair value hedge, the changes in fair value of the derivative
and the hedged item are recognized in earnings. If the derivative is designated
as a cash flow hedge, changes in the fair value of the derivative are recorded
in other comprehensive income and are recognized in earnings when the hedged
item affects earnings.

The adoption of SFAS 133 resulted in an effect of change in accounting principle
after tax gain of $1.8 million in 2001.

Net loss

Net loss for the three months ended December 28, 2001 was $23.3 million, or
$2.85 per diluted share, compared to a loss of $1.5 million, or $0.18 per
diluted share, for the corresponding period of the prior year.


Financial Condition

The following discusses changes in the Company's liquidity and capital resources
related to continuing operations.


                                   Operations

Cash flows used for operations totaled $17.0 million for the three months ended
December 28, 2001 and $31.2 million for the corresponding period of the prior
year.

                                       10
<PAGE>

Accounts receivable seasonally increased $3.4 million for the three months ended
December 28, 2001, compared to an increase of $0.2 million in the year ago
period. However, the end-of-period balance is over $7 million lower than the
corresponding period of the prior year due to improved management of working
capital assets. Average days of sales outstanding are lower than the prior year
by 12 days. The Company has also worked to reduce inventory levels at all
businesses. Inventories increased by $7.5 million for the three months ended
December 28, 2001 compared to an increase of $15.6 million in the prior year
period. Inventories at December 28, 2001 were $12.2 million lower than the same
period a year ago. The Company is producing products at levels adequate to meet
consumer demand for the upcoming outdoor season.

Accounts payable and accrued liabilities decreased $3.7 million for the three
months ended December 28, 2001 and decreased $17.5 million for the corresponding
period of the prior year.

Depreciation and amortization charges were $2.4 million for the three months
ended December 28, 2001 and $3.1 million for the corresponding period of the
prior year. The decline from prior year is primarily related to the adoption of
SFAS No. 142.


                              Investing Activities

Expenditures for property, plant and equipment were $1.3 million for the three
months ended December 28, 2001 and $2.7 million for the corresponding period of
the prior year. The Company's recurring investments are made primarily for
tooling for new products and enhancements. In 2002, capitalized expenditures are
anticipated to be consistent with those of the prior year. These expenditures
are expected to be funded by working capital or existing credit facilities. The
Company sold its headquarters facility to a related party in the first quarter.
Proceeds from the sale were $5.0 million. A gain on the sale is being deferred
due to the related party nature of the transaction.


                              Financing Activities

Cash flows from financing activities totaled $7.3 million for the three months
ended December 28, 2001 and $30.9 million for the corresponding period of the
prior year. The Company made principal payments on senior notes of $8.0 million
in the current year and $6.0 million in the prior year. The Company consummated
a private placement of long-term debt totaling $50.0 million during the first
quarter. Proceeds from the debt were used to reduce outstanding indebtedness
under the Company's primary revolving credit facility.


Market Risk Management

The Company is exposed to market risk stemming from changes in foreign exchange
rates, interest rates and, to a lesser extent, commodity prices. Changes in
these factors could cause fluctuations in earnings and cash flows. In the normal
course of business, exposure to certain of these market risks is managed by
entering into hedging transactions authorized under Company policies that place
controls on these activities. Hedging transactions involve the use of a variety
of derivative financial instruments. Derivatives are used only where there is an
underlying exposure, not for trading or speculative purposes.


                               Foreign Operations

The Company has significant foreign operations, for which the functional
currencies are denominated primarily in Swiss and French francs, German marks,
Italian lire, Japanese yen and Canadian dollars. As the values of the currencies
of the foreign countries in which the Company has operations increase or
decrease relative to the U.S. dollar, the sales, expenses, profits, assets and
liabilities of the Company's foreign operations, as reported in the Company's
Consolidated Financial Statements, increase or decrease, accordingly. The
Company mitigates a portion of the fluctuations in certain foreign currencies
through the purchase of foreign currency swaps, forward contracts and options to
hedge known commitments, primarily for purchases of inventory and other assets
denominated in foreign currencies.


                                       11
<PAGE>

                                 Interest Rates

The Company's debt structure and interest rate risk are managed through the use
of fixed and floating rate debt. The Company's primary exposure is to United
States interest rates. The Company also periodically enters into interest rate
swaps, caps or collars to hedge its exposure and lower financing costs.


                                   Commodities

Certain components used in the Company's products are exposed to commodity price
changes. The Company manages this risk through instruments such as purchase
orders and non-cancelable supply contracts. Primary commodity price exposures
are metals, plastics and packaging materials.


                         Sensitivity to Changes in Value

The estimates that follow are intended to measure the maximum potential fair
value or earnings the Company could lose in one year from adverse changes in
foreign exchange rates or market interest rates under normal market conditions.
The calculations are not intended to represent actual losses in fair value or
earnings that the Company expects to incur. The estimates do not consider
favorable changes in market rates. Further, since the hedging instrument (the
derivative) inversely correlates with the underlying exposure, any loss or gain
in the fair value of derivatives would be generally offset by an increase or
decrease in the fair value of the underlying exposures. The positions included
in the calculations are foreign exchange forwards, currency swaps and fixed rate
debt. The calculations do not include the underlying foreign exchange positions
that are hedged by these market risk sensitive instruments. The table below
presents the estimated maximum potential one year loss in fair value and
earnings before income taxes from a 10% movement in foreign currencies and a 100
basis point movement in interest rates on market risk sensitive instruments
outstanding at December 28, 2001:

--------------------------------------------------------------------------------
(millions)                                                 Estimated Impact on
--------------------------------------------------------------------------------
                                                        Earnings Before Income
                                         Fair Value                      Taxes
--------------------------------------------------------------------------------
Foreign exchange rate instruments              $0.2                       $0.2
Interest rate instruments                       2.1                        0.7
--------------------------------------------------------------------------------

Other Factors

The Company has not been significantly impacted by inflationary pressures over
the last several years. The Company anticipates that changing costs of basic raw
materials may impact future operating costs and, accordingly, the prices of its
products. The Company is involved in continuing programs to mitigate the impact
of cost increases through changes in product design and identification of
sourcing and manufacturing efficiencies. Price increases and, in certain
situations, price decreases are implemented for individual products, when
appropriate.


Pending Accounting Change

In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets (SFAS 144). SFAS 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and provides
additional implementation guidance for assets to be held and used and assets to
be disposed of other than by sale. There is not expected to be any financial
implications related to the adoption of SFAS 144, and the guidance will be
applied on a prospective basis. The Company is required to adopt SFAS 144 in the
first quarter of fiscal 2003.


                                       12
<PAGE>
                              JOHNSON OUTDOORS INC.

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to the report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                        JOHNSON OUTDOORS INC.
Date: May 13, 2002
                                        /s/ Helen P. Johnson-Leipold
                                        ----------------------------------------
                                        Helen P. Johnson-Leipold
                                        Chairman and Chief Executive Officer




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