1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual report pursuant to section 15 (d) of the Securities Exchange Act
of 1934 (fee required)
For the fiscal year ended December 31, 1995
or
[ ] Transition report pursuant to section 15 (d) of the Securities Exchange
Act of 1934 (no fees required)
For the transition period from ____________ to ______________.
Commission file number: 0 - 14579
A. Full title of the plan and the address of The Plan, if different
from that of the issuer named below:
Gander Mountain, Inc. Associates' Savings Plan
B. Name of issuer of securities held pursuant to The Plan and the
address of its principal executive office:
Gander Mountain, Inc.
P.O. Box 128
Highway W
Wilmot, Wisconsin 53192
2
The following financial statements are furnished herewith:
Report of Independent Accountants
Statement of Net Assets Available for
Plan Benefits with Fund Information at
December 31, 1995 and 1994
Statement of Changes in Net Assets
Available for Plan Benefits with Fund
Information for the years ended
December 31, 1995 and 1994
Notes to Financial Statements
The following exhibit is furnished herewith:
Exhibit 23.1. Consent of Price Waterhouse LLP
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this annual report to be signed on its behalf by the
undersigned, hereunto duly authorized.
GANDER MOUNTAIN, INC.
ASSOCIATES' SAVINGS PLAN
/s/Kenneth C. Bloom
------------------------------------
Kenneth C. Bloom
Executive Vice President
Chief Financial Officer
June 29, 1996
3
GANDER MOUNTAIN, INC.
ASSOCIATES' SAVINGS PLAN
December 31, 1995
Audited Financial Statements
and Schedules
4
GANDER MOUNTAIN, INC.
Associates' Savings Plan
INDEX
December 31, 1995
AUDITED FINANCIAL STATEMENTS Page No.
- ---------------------------- --------
Report of Independent Accountants . . . . . . . . . . . 1
Statements of Net Assets Available for Plan
Benefits with Fund Information . . . . . . . . . . . . 2 - 3
Statements of Changes in Net Assets Available
for Plan Benefits with Fund Information. . . . . . . . 4 - 5
Notes to Financial Statements . . . . . . . . . . . . . 6 - 9
FORM 5500 SCHEDULES
- -------------------
Form 5500, Item 27a, Schedule of Assets Held for
Investment Purposes . . . . . . . . . . . . . . . . . 10
Form 5500, Item 27d, Schedule of Reportable
Transactions . . . . . . . . . . . . . . . . . . . . . 11
5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Gander Mountain, Inc. Associates' Savings Plan
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the net assets available for plan
benefits of the Gander Mountain, Inc. Associates' Savings Plan at December 31,
1995 and 1994, and the changes in its net assets available for plan benefits
for the years then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Form 5500 schedules listed in the
accompanying index are presented for purposes of additional analysis and are
not a required part of the basic financial statements but are additional
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets available for plan
benefits with fund information and the statements of changes in net assets
available for plan benefits with fund information is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
PRICE WATERHOUSE LLP
June 18, 1996
-1-
6
GANDER MOUNTAIN, INC.
Associates' Savings Plan
AUDIT REPORT
FROM ACCOUNTANTS
7
GANDER MOUNTAIN, INC.
Associates' Savings Plan
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN
BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
Money GMI Equity
Market Balanced Stock Growth
Fund Fund Fund Fund Total
- -----------------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash ($2,568) $0 $0 $0 ($2,568)
Investments - at market:
Short Term Investments 246,660 24,123 8 22,670 293,461
Fixed Income 646,996 502,147 0 0 1,149,143
Balanced 0 5,405 0 0 5,405
Equities - Other 0 814,029 170,150 1,301,665 2,285,844
Receivables:
Pending Trade 0 0 0 0 0
Employer Contributions 7,732 10,765 6,695 9,219 34,411
Employee Contributions 19,743 17,423 10,637 20,552 68,355
Interfund Receivable 31,144 4,161 75,165 9,745 120,215
Accrued Income 1,189 83 18 67 1,357
-------- ---------- -------- ---------- ----------
TOTAL ASSETS $950,896 $1,378,136 $262,673 $1,363,918 $3,955,623
-------- ---------- -------- ---------- ----------
LIABILITIES
Pending Trade 0 0 0 15,000 15,000
Interfund Payable 8,356 56,457 9,745 45,657 120,215
Other Payable 14,148 14,738 4,433 43,599 76,918
-------- ---------- -------- ---------- ----------
TOTAL LIABILITIES $22,504 $71,195 $14,178 $104,256 $212,133
-------- ---------- -------- ---------- ----------
NET ASSET AVAILABLE
FOR PLAN BENEFITS $928,392 $1,306,941 $248,495 $1,259,662 $3,743,490
======== ========== ======== ========== ==========
The accompanying notes are an integral
part of the financial statements.
- 2 -
8
GANDER MOUNTAIN, INC.
Associates' Savings Plan
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN
BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994
Money GMI Equity
Market Balanced Stock Growth
Fund Fund Fund Fund Total
- -----------------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash $0 ($1,804) ($400) ($30,016) ($32,220)
Investments - at market:
Short Term Investments 411,154 8,869 4,842 0 424,865
Fixed Income 308,872 311,254 0 0 620,126
Equities - Other 0 500,862 672,685 640,140 1,813,687
Receivables:
Pending Trade 0 0 0 28,000 28,000
Employer Contributions 7,807 8,591 5,247 7,981 29,626
Employee Contributions 85,465 99,015 68,296 103,709 356,485
Interfund Receivable 0 199 0 0 199
Accrued Income 1,992 22 7 33 2,054
-------- -------- -------- -------- ----------
TOTAL ASSETS $815,290 $927,008 $750,677 $749,847 $3,242,822
-------- -------- -------- -------- ----------
LIABILITIES
Pending Trade 0 0 6,766 0 6,766
Interfund Payable 0 0 0 199 199
Other Payable 45,874 23,385 6,523 6,384 82,166
-------- -------- -------- -------- ----------
TOTAL LIABILITIES $45,874 $23,385 $13,289 $6,583 $89,131
-------- -------- -------- -------- ----------
NET ASSET AVAILABLE
FOR PLAN BENEFITS $769,416 $903,623 $737,388 $743,264 $3,153,691
======== ======== ======== ======== ==========
The accompanying notes are an integral
part of the financial statements.
- 3 -
9
GANDER MOUNTAIN, INC.
Associates' Savings Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
Money GMI
Market Balanced Stock Growth
Fund Fund Fund Fund Total
- -----------------------------------------------------------------------------------------------------------------------------------
Investment Income:
Interest $18,990 $29,344 $393 $1,384 $50,111
Dividends 0 5,509 0 9,373 14,882
Net realized gain (loss)
on investments 0 12,893 (133,709) 22,538 (98,278)
Net unrealized appreciation
(depreciation) of investments 38,124 169,161 (315,372) 234,368 126,281
-------- ---------- -------- ---------- ----------
Net investment income 57,114 216,907 (448,688) 267,663 92,996
-------- ---------- -------- ---------- ----------
Contributions:
Employer 32,576 38,525 31,981 39,985 143,067
Employee 191,127 213,060 169,633 277,126 850,946
-------- ---------- -------- ---------- ----------
Total contributions 223,703 251,585 201,614 317,111 994,013
-------- ---------- -------- ---------- ----------
Adjustments:
Interfund transfers 5,959 80,714 (188,822) 102,149 0
Participant withdrawals (127,800) (145,888) (52,997) (170,525) (497,210)
-------- ---------- -------- ---------- ----------
Total adjustments (121,841) (65,174) (241,819) (68,376) (497,210)
-------- ---------- -------- ---------- ----------
Increase in net
assets during the year 158,976 403,318 (488,893) 516,398 589,799
Net assets available for Plan
benefits, beginning of year 769,416 903,623 737,388 743,264 3,153,691
-------- ---------- -------- ---------- ----------
Net assets available for Plan
benefits, end of year $928,392 $1,306,941 $248,495 $1,259,662 $3,743,490
======== ========== ======== ========== ==========
The accompanying notes are an integral
part of the financial statements.
- 4 -
10
GANDER MOUNTAIN, INC.
Associates' Savings Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
Money GMI
Market Balanced Stock Growth
Fund Fund Fund Fund Total
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Income:
Interest $17,614 $24,133 $345 $569 $42,661
Dividends 0 4,613 0 6,707 11,320
Net realized gain (loss)
on investments 0 4,769 12,397 8,350 25,516
Net unrealized appreciation
(depreciation) of investments 17,609 (44,294) 123,857 (33,018) 64,154
-------- -------- -------- -------- ----------
Net investment income 35,223 (10,779) 136,599 (17,392) 143,651
-------- -------- -------- -------- ----------
Contributions:
Employer 29,264 34,871 23,687 35,758 123,580
Employee 183,589 253,289 145,052 235,648 817,578
-------- -------- -------- -------- ----------
Total contributions 212,853 288,160 168,739 271,406 941,158
-------- -------- -------- -------- ----------
Adjustments:
Interfund transfers (23,057) (3,763) 64,060 (37,240) 0
Participant withdrawals (116,438) (77,509) (21,789) (106,699) (322,435)
-------- -------- -------- -------- ----------
Total adjustments (139,495) (81,272) 42,271 (143,939) (322,435)
-------- -------- -------- -------- ----------
Increase in net
assets during the year 108,581 196,109 347,609 110,075 762,374
Net assets available for Plan
benefits, beginning of year 660,835 707,514 389,779 633,189 2,391,317
-------- -------- -------- -------- ----------
Net assets available for Plan
benefits, end of year $769,416 $903,623 $737,388 $743,264 $3,153,691
======== ======== ======== ======== ==========
The accompanying notes are an integral
part of the financial statements.
- 5 -
11
GANDER MOUNTAIN, INC.
Associates' Savings Plan
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
NOTE A - DESCRIPTION OF PLAN
The Gander Mountain, Inc. (GMI) Associates' Savings Plan (The Plan), a defined
contribution plan, was established pursuant to a resolution of the Board of
Directors of GMI effective January 1, 1987 and was amended effective January 1,
1992. The Plan is subject to certain provisions of the Employee Retirement
Income Security Act of 1974 (ERISA) and is intended to qualify as a defined
contribution plan as described in Section 401(k) of the Internal Revenue Code
(Code). Following is a summary of significant provisions of The Plan.
Eligibility - All employees of GMI are eligible to participate in The Plan on
the first January 1, April 1, July 1 or October 1 entry date following twelve
consecutive months of service in which 1,000 or more hours of service have been
completed.
Contributions - All participating employees may elect to contribute up to 15%
of defined compensation on a pre-tax basis, with GMI contributing an amount as
determined by the Board of Directors currently equal to 25% of the first 6% of
employee contributions. Participants may change their percentage of
contribution quarterly effective as of any entry date (January 1, April 1, July
1, or October 1). Participating employees may contribute a rollover amount
into The Plan from another qualified plan or conduit IRA.
Vesting - All participating employees are fully vested in all contributions
made by them and any rollover amounts from another qualified plan. The GMI
matching contribution is vested to the participating employee based upon the
employees' years of uninterrupted service at the rate of 20% per year with full
vesting achieved at the end of the fifth year of service. Full vesting also
occurs on death, total and permanent disability or attainment of age 65 while
employed by GMI.
Investment Options- All amounts contributed under provisions of The Plan will
be invested as the participants direct among the following investment
alternatives:
Money Market Fund -- Contributions are invested in short-term money market
instruments managed by a bank, savings and loan association, or other financial
institutions, short-term securities issued or granted by the United States
Government or its agencies, short-term commercial paper or guaranteed
investment contracts.
- 6 -
12
GANDER MOUNTAIN, INC.
Associates' Savings Plan
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
Balanced Fund -- Contributions are invested in a diversified mix of common
stocks, intermediate or long-term bonds and money market instruments.
GMI Stock Fund -- Contributions are invested in GMI common stock.
Equity Growth Fund -- Contributions are invested in equity securities in small
to medium sized companies, Mutual Funds, or Collective Investment Trusts.
Participant's investment decisions among the alternatives must be made in
increments of 10% which may be changed quarterly. Each participant account is
reviewed quarterly to determine the net investment gain or loss since the last
evaluation. Earnings in each fund are allocated to the participant's account
quarterly based upon the average account balance during the period.
Withdrawals - Withdrawals by participants are limited to the participants'
vested balances valued as of the last day of the prior plan year or as of the
most recent quarterly valuation date. Withdrawals of participant contributions
are limited to "Financial Hardships" as defined by IRS regulations. In
addition, participants will have their pre-tax contributions suspended for a
period of one year if a hardship withdrawal is approved. Furthermore, the Tax
Reform Act of 1986 imposes certain penalties on withdrawals before the age of
59 1/2.
Distribution - If a participant retires at age 65, leaves GMI employment for
any reason, or becomes totally and permanently disabled, he or she is entitled
to a lump-sum distribution of the vested benefits in his or her account as of
the end of the quarterly period used to value the account. In the event of the
death of a participant, a lump-sum distribution of the participant's vested
benefits will be paid to the participant's spouse, named beneficiary, or estate
as circumstances require.
Loans - The Plan has no current loan provisions, however, The Plan may adopt a
policy permitting loans to participants.
- 7 -
13
GANDER MOUNTAIN, INC.
Associates' Savings Plan
NOTES TO FINANACIAL STATEMENTS
DECEMBER 31, 1995
Forfeitures - The Plan provides that upon termination of employment a
participant's nonvested funds are provisionally forfeited, and allocated with
the Company's matching contribution as soon as practicable following each Plan
year. After a five year break-in-service the forfeiture is final. However, if
a participant resumes employment with the Company prior to expiration of the
five year break-in-service, any conditionally forfeited amount shall be
reinstated from current forfeitures and income, if available, or from a special
Company contribution.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method - The accounts of The Plan are maintained on an accrual
basis.
Investment Valuation - Investments are stated at market value based on the
quoted net asset values on the last business day of The Plan year. Guaranteed
Investment Contracts are stated at contract value.
Income Recognition - Since The Plan's assets are reported at current
market value in the financial statements, the Statement of Changes in Net
Assets Available for Plan Benefits reflects both realized gains and losses and
unrealized appreciation and depreciation of The Plan's assets.
Expenses of the Plan - Trustee fees, accounting fees and certain other
administrative expenses are paid by GMI.
NOTE C - INCOME TAXES
The Plan administrator and management of Gander Mountain, Inc. believe The Plan
conforms with the requirements of the Employee Retirement Income Security Act
of 1974.
A favorable determination letter has been received from the Internal Revenue
Service as to the qualified tax status of The Plan.
- 8 -
14
NOTE D - INVESTMENTS
The Plan's investments are held in trust by Firstar Bank Madison and are
presented in the following table:
Market
Units Cost Value
- ----- ---- ------
Cash Equivalents
293,461 Money Market Employee
Benefit Fund 293,461 293,461
======= =======
Equity Instruments
5,627 Equity Growth Fund A
Employee Benefit 649,819 849,425
3,515 Special Equity Growth
Fund B Employee Benefit 633,957 854,265
10,638 Emerging Equity Growth
Fund C Employee Benefit 324,529 412,004
25,683 Common Stock 283,348 170,150
--------- ---------
1,891,653 2,285,844
========= =========
Fixed Income Securities
31,241 Money GIC Fund 540,828 646,996
2,813 Total Return Bond 45,455 47,506
21,273 Total Intermediate Term Bond 444,095 454,641
227 Total Return Balanced 5,051 5,405
--------- ---------
1,035,429 1,154,548
========= =========
- 9 -
15
GANDER MOUNTAIN, INC.
Associates' Savings Plan
Form 550 Item 27(a)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
Par Value
or Number of Fair
Description of Investment Units/Shares Cost Value
- ----------------------------------------------------------------------------------------------------------------------------
Money Market Fund:
Firstar Bank - Madison
Money Market Employee
Benefit Fund 246,660 $246,660 $246,660
Firstar Bank - Madison
Money GIC Fund 31,241 540,828 646,996
---------- ----------
$787,488 $893,656
========== ==========
Balanced Fund:
Firstar Bank - Madison
Money Market Employee
Benefit Fund 24,123 $24,123 $24,123
Firstar Bank - Madison
Total Return Bond
Employee Benefit Fund 2,813 45,455 47,506
Firstar Bank - Madison
Total Intermediate Term Bond
Employee Benefit Investment Fund 21,273 444,095 454,641
Firstar Bank - Madison
Total Return Balanced
Employee Benefit Fund 227 5,051 5,405
Firstar Bank - Madison
Equity Growth Fund A
Employee Benefit 2,254 245,372 340,253
Firstar Bank - Madison
Special Equity Growth
Fund B Employee Benefit 1,392 235,685 338,291
Firstar Bank - Madison
Emerging Equity Growth
Fund C Employee Benefit 3,498 98,873 135,485
---------- ----------
$1,098,654 $1,345,704
========== ==========
GMI Stock Fund:
Firstar Bank - Madison
Money Market Employee
Benefit Fund 8 $8 $8
Gander Mountain, Inc.
Common Stock 25,683 283,348 170,150
---------- ----------
$283,356 $170,158
========== ==========
Growth Fund:
Firstar Bank - Madison
Money Market Employee
Benefit Fund 22,670 22,670 22,670
Firstar Bank - Madison
Equity Growth Fund A
Employee Benefit 3,373 404,447 509,172
Firstar Bank - Madison
Special Equity Growth
Fund B Employee Benefit 2,123 398,272 515,974
Firstar Bank - Madison
Emerging Equity Growth
Fund C Employee Benefit 7,140 225,656 276,519
---------- ----------
$1,051,045 $1,324,335
========== ==========
- 10 -
16
GANDER MOUNTAIN, INC.
Associates' Savings Plan
Form 5500 - Item 27(d)
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
Number of Number of Purchase Selling
Identity of Party Involved Description Purchases Sales Price Price
- ------------------------------------------------------------------------------------------------------------------------------------
Firstar Bank - Madison Money Market Employee Benefit Fund:
Aggregate purchases 22 $667,429
Aggregate sales 26 $798,832
Firstar Bank - Madison GIC Common Trust Fund:
Aggregate purchases 1 $300,000
Firstar Bank - Madison Equity Growth Fund A Employee Benefit:
Aggregate purchases 20 $343,000
Aggregate sales 7 $102,989
Firstar Bank - Madison Special Equity Growth Fund B
Employee Benefit:
Aggregate purchases 18 $307,000
Aggregate sales 8 $115,195
Firstar Bank - Madison Total Intermediate Term Bond
Employee Benefit Fund:
Aggregate purchases 6 $270,000
Aggregate sales 2 $89,751
Gander Mountain, Inc. Common Stock:
Aggregate purchases 14 $219,398
Aggregate sales 10 $269,599
Current Value
of Asset on
Cost of Transaction Gain
Identity of Party Involved Description Asset Date (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
Firstar Bank - Madison Money Market Employee Benefit Fund:
Aggregate purchases $667,429
Aggregate sales $798,832 $0
Firstar Bank - Madison GIC Common Trust Fund:
Aggregate purchases $300,000
Firstar Bank - Madison Equity Growth Fund A Employee Benefit:
Aggregate purchases $343,000
Aggregate sales $87,053 $15,936
Firstar Bank - Madison Special Equity Growth Fund B
Employee Benefit:
Aggregate purchases $307,000
Aggregate sales $95,793 $19,402
Firstar Bank - Madison Total Intermediate Term Bond
Employee Benefit Fund:
Aggregate purchases $270,000
Aggregate sales $90,763 ($1,012)
Gander Mountain, Inc. Common Stock:
Aggregate purchases $219,398
Aggregate sales $403,559 ($133,960)
- 11 -
17
The following financial statements are furnished herewith:
Report of Independent Accountants
Statement of Net Assets Available for Plan Benefits
with Fund Information at December 31, 1995 and
December 31, 1994
Statement of Changes in Net Assets Available for Plan
Benefits with Fund Information for the years
ended December 31, 1995 and December 31, 1994
The following exhibit is furnished herewith:
Exhibit 23.1. Consent of Price Waterhouse
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this annual report to be signed on its behalf by the
undersigned, hereunto duly authorized.
GANDER MOUNTAIN, INC.
ASSOCIATES' SAVINGS PLAN
-------------------------------
Kenneth C. Bloom
Executive Vice President
Chief Financial Officer
June 29, 1996