What changed in this filing

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Item 1. Business

2022-12-09 compared with 2021-12-10 · 35 added, 44 removed, 133 unchanged (37% of the section changed)

7 unchanged sentences

Minn Kota electric motors for quiet trolling or primary propulsion, marine battery chargers and shallow water anchors;

Humminbird sonar and GPS equipment for fishfinding, navigation and marine cartography;

Humminbird sonar and GPS equipment for fish finding, navigation and marine cartography;

and Cannon downriggers for controlled-depth fishing.

Minn Kota trolling motors and shallow water anchors and Cannon downriggers are designed and manufactured primarily at the Company's Mankato, Minnesota facility.

Humminbird sonar and GPS equipment are designed and manufactured in Eufaula, Alabama and Alpharetta, Georgia.

Humminbird sonar and GPS equipment are designed and manufactured primarily in Eufaula, Alabama and Alpharetta, Georgia.

Fishing brands and related accessories are sold across the globe, with the majority of sales coming from North America through large outdoor specialty retailers, such as Bass Pro Shops and Cabela’s;

3 unchanged sentences

The Company also sells direct to consumers via its Minn Kota, Humminbird and Cannon websites.

Markets outside of North America are accessed through a network of international distributors.

Fishing growth has been driven by focusing on innovative technology, quality products and effective marketing.

Such consumer marketing and promotion activities include:

the Minn Kota, Humminbird and Cannon brand websites;

social media networks;

product placements on fishing-related television shows;

print advertising and editorial coverage in outdoor, general interest and sport magazines;

professional angler and tournament sponsorships;

and packaging and point-of-purchase materials and offers to increase consumer appeal and sales.

Markets outside of North America are accessed through a network of independent international distributors.

The Company markets its Fishing brands through several media channels, and is focused on innovation leadership, reliable technology, and quality products.

The Company’s Camping segment key brands are:

1 unchanged sentence

and Jetboil portable outdoor cooking systems.

consumer tents, camping furniture, camping stoves and other recreational camping products are mid- to high-price range products sold in the U.S.

consumer tents, camping stoves, and other recreational camping products are mid to high-price range products sold in the U.S.

and Canada, primarily to camping and backpacking specialty stores, sporting goods stores, internet retailers and direct to consumer via the Eureka!

1 unchanged sentence

The Company’s consumer camping products are produced by third party manufacturing sources in Asia.

Marketing of brands is focused on building brand awareness and leadership in product features and innovation, primarily through digital marketing and social media.

Marketing of the brand is focused on building brand awareness and leadership in product features and innovation, primarily through digital marketing and social media.

commercial tents include party tents and accessories, sold primarily to general rental stores, and other commercial tents and accessories sold directly to tent erectors.

The Company’s commercial tent products range from 10’x10’ canopies to 120’ wide pole tents and other large scale frame structures and are primarily manufactured by the Company at the Company’s Binghamton, New York location.

The Company’s commercial tent products range from 10’x10’ canopies to 120’

wide pole tents and other large scale frame structures and are primarily manufactured by the Company at the Company’s Binghamton, New York location.

also designs and manufactures large, heavy-duty tents and lightweight backpacking tents primarily for the U.S.

military at its Binghamton, New York location.

Tents produced for military use in the last twelve months include modular general purpose tents, rapid deployment shelters and various lightweight one and two person tents.

Tents produced for military use include modular general purpose tents, rapid deployment shelters and various lightweight one and two person tents.

The Company manufactures military tent accessories like fabric floors and insulated thermal liners and is also a subcontract manufacturer for other providers of military tents.

Jetboil portable outdoor cooking systems, single burner and two burner stoves, and accessories are sold in the U.S.

and Canada through independent sales representatives, primarily to camping and backpacking specialty stores, sporting goods stores, internet retailers, and direct to consumer via the Jetboil brand website.

Markets outside of North America are accessed through a network of international distributors.

and Canada, primarily to camping and backpacking specialty stores, sporting goods stores, internet retailers, and direct to consumer via the Jetboil brand website.

Markets outside of North America are accessed through a network of independent international distributors.

Marketing of Jetboil systems is focused on building brand awareness and leadership in product features and innovation, primarily through digital marketing and social media.

Jetboil products are designed at the Company’s operating location in Manchester, New Hampshire and manufactured by third party sources in Asia.

Jetboil products are designed at the Company’s operating locations in Manchester, New Hampshire and Old Town, Maine, and manufactured by third party sources in Asia.

Watercraft Recreation

The Company’s Watercraft Recreation segment designs and markets canoes and kayaks under the Ocean Kayaks and Old Town brand names for family recreation, touring, angling and tripping.

The Company’s Watercraft Recreation segment designs and markets canoes and kayaks under the Ocean Kayaks and Old Town brand names for family recreation, touring and angling.

These brands are manufactured at the Company’s facility in Old Town, Maine.

The Company uses a rotational molding process for manufacturing mid- to high-end polyethylene kayaks and canoes and uses a thermoform molding process in the manufacturing of lower priced models at its facility in Old Town, Maine.

Watercraft Recreation accessory brands, including Carlisle branded paddles, are produced primarily by third party sources located in North America and Asia.

2 unchanged sentences

and Canada with an emphasis on independent specialty dealers and outdoor specialty chain retailers.

The Company also sells products direct to consumers via the Old Town and Ocean Kayak websites, and through Amazon and other internet retailer sites.

The Company also sells products direct to consumers via the Old Town and Ocean Kayak websites, and internet retailer sites.

The Company has a network of distributors who sell Company products outside of North America.

6 unchanged sentences

These specialty dive stores generally provide a wide range of services to divers, including regular maintenance, product repair, diving education and travel programs.

The Company also sells diving gear direct to consumers via the SCUBAPRO website and to dive training centers, resorts, public safety units and armed forces around the world.

The Company also sells diving gear direct to consumers via the SCUBAPRO website and to dive training centers, resorts and public safety units.

The Company manufactures regulators, dive computers, gauges, and instruments at its Italian and Indonesian facilities.

The Company designs and develops buoyancy compensators, neoprene goods, diving and snorkeling soft goods, proprietary materials, and other components from third party contract manufacturers.

The Company’s consumer communication focuses on building brand awareness and highlighting exclusive product features and consumer benefits of its product lines.

1 unchanged sentence

The Company markets its equipment via websites, through social media, through information and displays in dive specialty stores, and in diving magazines.

The Company manufactures regulators, dive computers, gauges, and instruments at its Italian and Indonesian facilities.

The Company sources buoyancy compensators, neoprene goods, diving and snorkeling soft goods, proprietary materials, and other components from third party contract manufacturers.

Financial Information for Business Segments

11 unchanged sentences

Diving maintains research and development facilities in Zurich, Switzerland and Casarza Ligure, Italy.

Research and development activities for Watercraft Recreation are performed in Old Town, Maine.

Product research, design and innovation for Camping products are conducted at the Company's Binghamton, New York, Racine, Wisconsin and Manchester, New Hampshire locations.

Research and development activities for Watercraft Recreation are performed in Old Town, Maine and Racine, Wisconsin.

Product research, design and innovation for Camping products are conducted at the Company's Binghamton, New York, Racine, Wisconsin, Manchester, New Hampshire, and Old Town, Maine locations.

The Company expenses research and development costs as incurred, except for software development for new electronics products and bathymetry data collection and processing.

3 unchanged sentences

The Company believes its products compete favorably on the basis of product innovation, product performance and marketing support and, to a lesser extent, price.

Minn Kota’s competitors in the electric trolling motors business are Motor Guide® and Lowrance ™ , owned by Brunswick Corporation, and Garmin ™ .

Competition in this business is focused on technological innovation, product quality and durability as well as product benefits and features for fishing.

Humminbird’s main competitors in the market for on-boat electronics are Garmin ™ , Lowrance ™ , Simrad and Raymarine®.

Minn Kota’s primary competitors in the electric trolling motors business are Motor Guide® and Lowrance ™ , owned by Brunswick Corporation, and Garmin ™ .

Power-Pole is Minn Kota's main competitor in the shallow water anchor business.

Competition in both businesses is focused on technological innovation, product quality and durability as well as product features and benefits for fishing.

Humminbird’s main competitors in the market for on-boat electronics are Garmin ™ , Lowrance ™ , and Raymarine®.

Competition in this business is primarily focused on the quality of sonar imaging and display, easy to use graphical interfaces as well as the integration of mapping and GPS technology.

Humminbird products contain marine cartography features.

Competitors offering marine cartography products include Navionics®, owned by Garmin, and C-Map®, owned by Brunswick Corporation.

Humminbird's competitors in marine cartography include Navionics®, owned by Garmin, and C-Map®, owned by Brunswick Corporation.

Competition in this business focuses primarily on quality of data and quantity of available charts for inland lakes and ocean shoreline.

11 unchanged sentences

Government, as well as to international governments.

Such supply contracts can be for commercial off-the-shelf products in addition to

products required to be built to unique specifications.

Such supply contracts can be for commercial off-the-shelf products in addition to products required to be built to unique specifications.

Competitors in the military tent business include HDT®, Alaska Structures®, Camel, Outdoor Venture, and Diamond Brand.

1 unchanged sentence

The Company primarily competes in this segment in the kayak and canoe product categories of the paddlesports market.

The Company’s main competitors in this market are Confluence Outdoor, Hobie Cat®, Wenonah Canoe, Jackson Kayak and Legacy Paddlesports™, each of which competes on the basis of their product’s design, performance, quality and price.

The Company’s main competitors in this market are Hobie Cat®, Pelican International Inc., Wenonah Canoe, Jackson Kayak and Legacy Paddlesports™, each of which competes on the basis of their product’s design, performance, quality and price.

The main competitors in the Diving segment include Aqua Lung®, Suunto®, Atomic Aquatics, Oceanic, Cressi and Mares®.

2 unchanged sentences

Unfilled orders for future delivery of products varies as a result of numerous factors impacting the Company (including those described in the section titled “Risk Factors” below) and because of the non-binding nature of such orders, the Company does not believe that backlog information is material to the understanding of its business.

At October 1, 2021, the Company had approximately 1,400 regular, full-time employees, of which approximately 1,000 were employed in the United States and approximately 400 were employed outside of the United States.

Employees and Human Capital Resources

At September 30, 2022, the Company had approximately 1,500 regular, full-time employees, of which approximately 1,200 were employed in the United States and approximately 300 were employed outside of the United States.

Approximately 55 or 4% were represented by a collective bargaining agreement, all of whom are located at our facilities in Batam, Indonesia.

4 unchanged sentences

Successful execution of our mission is dependent on attracting, developing and retaining key employees and members of our management team, as well as providing competitive pay and benefits.

In response to the COVID-19 pandemic, the Company has generally maintained its headcount as it has accommodated our operations to the virus environment.

The Company has taken what it believes to be appropriate measures to ensure the health and safety of its employees and has, in certain cases, permitted remote working.

Patents, Trademarks and Proprietary Rights

7 unchanged sentences

The Company also seeks to manage its inventory through on-going product design and logistical initiatives with its suppliers to reduce lead times.

As most military contracts require utilization of domestic suppliers, the Company is limited to key vendors for materials used in its military tent business.

COVID-19 has caused widely-documented supply chain and logistics disruptions across industries, including those in which the Company operates, which have been exacerbated during the latter portion of fiscal 2021 and into fiscal 2022 due to the recent higher demand for the Company’s outdoor recreation products.

Because the Company expects that these same supply chain disruptions will continue into fiscal 2022, the Company remains focused on evaluating and pursuing additional options (beyond building inventory) to manage its supply chain to meet the continued strong consumer demand for its products.

Nonetheless, these supply chain disruptions remain fluid and may impact the cost of goods sold for future sales of product or the Company’s ability to fill such customer demand for its products, especially given the volatility and changing circumstances brought on by the COVID-19 pandemic.

Since the start of the COVID-19 pandemic, there have been significant widely-documented supply chain and logistics disruptions across industries, including those in which the Company operates.

While the Company expects that these supply chain disruptions will continue into fiscal 2023, the Company remains focused on evaluating and pursuing additional options (beyond building inventory) to manage its supply chain and meet consumer demand for its products.

Supply chain disruptions are dynamic and may impact the cost of goods sold for future sales of product or the Company’s ability to fill demand for its products, especially given the volatility and changing circumstances brought on by the COVID-19 pandemic and the resulting economic environment.

The Company’s products in each of its business segments are primarily warm-weather, outdoor recreation-related, which has historically resulted in seasonal variations in sales and profitability for the Company.

This seasonal variability traditionally was due to customers’ increasing their inventories in the quarters ending March and June, which is the typical primary selling season for the Company’s outdoor recreation products, with lower inventory volumes during the quarters ending September and December.

Due to the timing of the COVID-19 outbreak, the Company’s primary-selling season during fiscal 2020 was interrupted resulting in a significant shift in sales volumes during the 2020 fiscal year toward the latter half of that year versus the normal typical primary selling season as noted above which typically occurs during the second and third fiscal quarters.

The Company cannot predict at this time whether it will experience more typical seasonality in demand for its products during fiscal 2022 and beyond or whether the recent changes in the Company’s seasonality will continue into fiscal 2022.

This seasonal variability was traditionally due to customers’ increasing their inventories in the quarters ending March and June, which is the typical primary selling season for the Company’s outdoor recreation products, with lower inventory volumes during the quarters ending September and December.

Due to the timing of the COVID-19 outbreak, the Company’s primary-selling season during fiscal 2020 was interrupted resulting in a significant shift in sales volumes during the 2020 fiscal year toward the last fiscal quarter of that year versus the typical primary selling season which usually occurs during the second and third fiscal quarters, as noted above.

During fiscal years 2021 and 2022, as described above under "Supply Chain and Sourcing of Materials," the Company was impacted by supply chain disruptions that impacted sales and operating profit towards the latter half of fiscal 2022.

Accordingly, because of the ongoing supply chain disruption and the current macroeconomic conditions (including related to rising prices and inflationary conditions), the Company cannot predict at this time whether it will experience typical seasonality in demand for its products during fiscal 2023 and beyond.

Typically and prior to the impact of COVID-19 as noted above, the Company had mitigated the seasonality of its businesses somewhat by encouraging customers to purchase and take delivery of products more evenly through the year.

33 unchanged sentences

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 1. Business