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Item 5. Market for Registrant’s Common Equity

2020-12-11 compared with 2019-12-06 · 45 added, 39 removed, 36 unchanged (70% of the section changed)

2 unchanged sentences

Certain information with respect to this item is included in Notes 9 and 10 to the Company’s consolidated financial statements included elsewhere in this report.

The Company’s Class A common stock is traded on the NASDAQ Global Select Market SM

under the symbol:

The Company’s Class A common stock is traded on the NASDAQ Global Select Market SM under the symbol:

There is no public market for the Company’s Class B common stock.

However, the Class B common stock is convertible at all times at the option of the holder into shares of Class A common stock on a share for share basis.

September 27, 2019, the Company had 528 holders of record of its Class A common stock and 23 holders of record of its Class B common stock.

As of October 2, 2020, the Company had 450 holders of record of its Class A common stock and 22 holders of record of its Class B common stock.

We believe the number of beneficial owners of our Class A common stock on that date was substantially greater.

A summary of the high and low closing prices for the Company’s Class A common stock during each quarter of the years ended September 27, 2019, September 28, 2018 and September 29, 2017 is as follows:

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

A summary of the high and low closing prices for the Company’s Class A common stock during each quarter of the years ended October 2, 2020, September 27, 2019 and September 28, 2018 is as follows:

First Quarter Second Quarter Third Quarter Fourth Quarter

2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018

Stock prices:

The Company’s Articles of Incorporation provide that no dividend, other than a dividend payable in shares of the Company’s common stock, may be declared or paid upon the Class B common stock unless such dividend is declared or paid upon both

classes of common stock.

Class A common stock equal in value to 110% of the amount per share of the dividend declared and paid on the shares of Class B common stock.

Whenever a dividend is payable in shares of Company common stock, such dividend must be declared or paid at

the same rate on the Class A common stock and the Class B common stock.

High $ 78.17 $ 93.00 $ 75.21 $ 78.84 $ 71.36 $ 74.48 $ 88.41 $ 86.70 $ 86.66 $ 95.54 $ 76.21 $ 105.16

Low 57.53 58.05 59.92 51.29 58.74 60.16 57.46 69.81 61.82 80.27 54.47 78.92

Whenever a dividend (other than a dividend payable in shares of Company common stock) is declared or paid upon any shares of Class B common stock, at the same time there must be declared and paid a dividend on the shares of Class A common stock equal in value to 110% of the amount per share of the dividend declared and paid on the shares of Class B common stock.

Whenever a dividend is payable in shares of Company common stock, such dividend must be declared or paid at the same rate on the Class A common stock and the Class B common stock.

Quarterly dividends declared in the first three quarters of fiscal 2020 were $0.17 per share of Class A common stock, and $0.21 per share for the fourth fiscal quarter of 2020.

Quarterly dividends declared per share of Class B common stock were

$0.13 for the first three quarters of fiscal 2019, and $0.15 per share for the fourth fiscal quarter of 2019.

Quarterly dividends declared per share of Class B common stock were $0.15 for the first three quarters of fiscal 2020, and $0.19 per share for the fourth fiscal quarter of 2020.

Total dividends declared in fiscal 2020 were $7,179.

Cash dividends paid in fiscal 2019 totaled $5,557 and dividends payable of $1,690

were included in current liabilities at September 27, 2019.

While the Board of Directors of the Company presently intends to continue the payment of regular quarterly cash dividends on the Company’s common stock, they review the Company’s dividend quarterly and may elect to increase, decrease or not pay a

dividend at any time.

The Company’s ability to pay dividends could be affected by future business performance, liquidity, capital needs, alternative investment opportunities and compliance with debt covenants in its loan agreements.

Cash dividends paid in fiscal 2020 totaled $6,773 and dividends payable of $2,095 were included in current liabilities at October 2, 2020.

The Company’s ability to pay dividends could be affected by future business performance (including as a result of the continued impact of COVID-19 on our operations and cash flows), liquidity, capital needs, alternative investment opportunities and compliance with debt covenants in its loan agreements.

Total Shareholder Return

The graph below compares on a market cap weighted cumulative basis the yearly percentage change since October 3, 2014 in the total return (assuming reinvestment of dividends) to shareholders on the Class A common stock with (a) the total return

(assuming reinvestment of dividends) on The NASDAQ Stock Market-U.S.

The graph below compares on a market cap weighted cumulative basis the yearly percentage change since October 2, 2015 in the total return (assuming reinvestment of dividends) to shareholders on the Class A common stock with (a) the total return (assuming reinvestment of dividends) on The NASDAQ Stock Market-U.S.

(b) the total return (assuming reinvestment of dividends) on the Russell 2000 Index;

and (c) the total return (assuming reinvestment of dividends) on a self-constructed peer

and (c) the total return (assuming reinvestment of dividends) on a self-constructed peer group index.

The Company’s peer group consists of Clarus Corporation, Brunswick Corporation, Callaway Golf Company, Escalade Inc., Garmin Ltd., Marine Products Corporation, Malibu Boats Inc.

and Nautilus, Inc.

The graph assumes $100 was invested on

October 3, 2014 in the Company’s Class A common stock, The NASDAQ Stock Market-U.S.

The graph assumes

$100 was invested on October 2, 2015 in the Company’s Class A common stock, The NASDAQ Stock Market-U.S.

Index, the Russell 2000 Index and the peer group index.

1 unchanged sentence

Indices calculated on a mid-month basis.

10/2/2015 9/30/2016 9/29/2017 9/28/2018 9/27/2019 10/2/2020

Johnson Outdoors Inc.

$ 100.0 $ 171.0 $ 347.8 $ 444.1 $ 282.2 $ 418.8

NASDAQ Composite 100.0 114.2 141.3 176.9 176.5 248.6

Russell 2000 Index 100.0 114.1 137.7 158.7 144.3 148.2

Commission or subject to the liabilities of section 18 of the Securities Exchange Act of 1934, as amended, and this information shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the

Securities Exchange Act of 1934, as amended.

Peer Group 100.0 126.1 149.1 198.5 202.5 242.3

The information in this section titled “Total Shareholder Return” shall not be deemed to be “soliciting material” or “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C promulgated by the Securities and Exchange Commission or subject to the liabilities of section 18 of the Securities Exchange Act of 1934, as amended, and this information shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

SELECTED FINANCIAL DATA

The following table presents selected consolidated financial data, which should be read along with the Company’s consolidated financial statements and the notes to those statements and with “Item 7 – Management’s Discussion and Analysis of

Financial Condition and Results of Operations” included in or referred to elsewhere in this report.

The operating results for the years ended September 27, 2019, September 28, 2018 and September 29, 2017 and the balance sheet data as of September

27, 2019 and September 28, 2018, are derived from the Company’s audited consolidated financial statements included elsewhere herein.

The operating results for the years ended September 30, 2016 and October 2, 2015, and the balance sheet data as of

September 29, 2017, September 30, 2016 and October 2, 2015 are derived from the Company’s audited consolidated financial statements which are not included in this report.

The historical results are not necessarily indicative of results to be

expected for future periods.

(thousands, except per share data)

The operating results for the years ended October 2, 2020, September 27, 2019 and September 28, 2018 and the balance sheet data as of October 2, 2020 and September 27, 2019, are derived from the Company’s audited consolidated financial statements included elsewhere herein.

The operating results for the years ended September 29, 2017 and September 30, 2016, and the balance sheet data as of September 28, 2018, September 29, 2017 and September 30, 2016 are derived from the Company’s audited consolidated financial statements which are not included in this report.

The historical results are not necessarily indicative of results to be expected for future periods.

(thousands, except per share data) October 2

2020 September 27

2019 September 28

2018 September 29

2017 September 30

OPERATING RESULTS

Net sales $ 594,209 $ 562,419 $ 544,268 $ 490,565 $ 433,727

Gross profit 264,993 249,756 241,860 210,940 176,462

Impairment losses — — — — 6,197

5 unchanged sentences

Income tax expense 18,469 15,094 27,437 13,053 10,154

Net income $ 55,233 $ 51,413 $ 40,669 $ 35,157 $ 13,501

Weighted average common shares - Dilutive 10,064 10,021 9,996 9,920 9,855

Net income per common share - Diluted:

Class A $ 5.47 $ 5.11 $ 4.05 $ 3.51 $ 1.34

Class B 5.47 5.11 4.05 3.51 1.34

Dividends declared, per common share:

(thousands, except per share data)

Class A $ 0.72 $ 0.59 $ 0.48 $ 0.37 $ 0.32

Class B 0.65 0.54 0.44 0.34 0.29

(thousands, except per share data) October 2

2020 September 27

2019 September 28

2018 September 29

2017 September 30

BALANCE SHEET DATA

Current assets $ 388,538 $ 322,528 $ 285,694 $ 240,849 $ 201,968

Total assets 546,026 436,444 395,936 353,659 310,279

Current liabilities 105,607 87,866 92,784 84,077 67,654

Long-term debt, less current maturities — — — — 7,008

Total debt — — — — 7,389

Shareholders' equity 378,100 324,534 279,197 243,004 207,496

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity