JOHNSON OUTDOORS INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that the information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company carried out an evaluation as of September 29, 2023, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 29, 2023 at reaching a level of reasonable assurance. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company has designed its disclosure controls and procedures to reach a level of reasonable assurance of achieving the desired control objectives. The report of management required under this Item 9A is included on page F-2 of the Company’s Consolidated Financial Statements attached to this Report under the heading “Management’s Report on Internal Control over Financial Reporting” and is incorporated herein by reference. (b) Changes in Internal Control over Financial Reporting There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. (c) Attestation Report of Independent Registered Public Accounting Firm RSM US LLP, the independent registered public accounting firm who audited the Company’s consolidated financial statements, has issued an attestation report on the Company’s internal control over financial reporting, which is contained in the Company’s consolidated financial statements under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.” ITEM 9B. OTHER INFORMATION (b) Trading Plans During the three month period ended September 29, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement ," as each term is defined in Item 408(a) of Regulation S-K, nor did the Company during such fiscal quarter adopt or terminate any "Rule 10b5-1 trading arrangement." ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION Not Applicable. PART III 26 Table of Contents ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information with respect to this item is incorporated herein by reference to the discussion under the headings “Proposal 1: Election of Directors,” “Executive Officers,” “Section 16(a) Reports,” "Directors Meetings and Committees - Nominating and Corporate Governance Committee” and “Audit Committee Matters – Audit Committee Financial Expert” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 27, 2024. Information regarding the Company’s Code of Business Ethics is incorporated herein by reference to the discussion under “Corporate Governance Matters – Employee Code of Conduct and Code of Ethics; Corporate Governance Guidelines; and Procedures for Reporting of Accounting Concerns” in the Company's Proxy Statement for the 2024 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 27, 2024. The Audit Committee of the Company’s Board of Directors is an “audit committee” for purposes of Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Edward F. Lang (Chairman), Jeffrey M. Stutz, Richard ("Casey") Sheahan, and Edward Stevens. The Company has adopted the Johnson Outdoors Insider Trading Policy which governs the purchase, sale and/or other disposition of the Company's securities, including its Class A Common Stock, by its directors, officers and employees that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations. A copy of the Johnson Outdoors Insider Trading Policy is filed as Exhibit 19 to this Report. ITEM 11. EXECUTIVE COMPENSATION Information with respect to this item is incorporated herein by reference to the discussion under the headings “Directors Compensation” and “Executive Compensation” and “CEO Pay Relative to Median Pay of our Employees” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 27, 2024. The information incorporated by reference from “Report of the Compensation Committee” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 27, 2024, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information with respect to this item is incorporated herein by reference to the discussion under the heading “Stock Ownership of Management and Others” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 27, 2024. Equity Compensation Plan Information The following table summarizes share information, as of September 29, 2023, for the Company’s equity compensation plans, including the Johnson Outdoors Inc. 2012 Non-Employee Director Stock Ownership Plan, the Johnson Outdoors Inc. 2010 Long-Term Stock Incentive Plan, the Johnson Outdoors Inc. 2020 Long-Term Stock Incentive Plan and the Johnson Outdoors Inc. 2009 Employee Stock Purchase Plan. All of these plans have been approved by the Company’s shareholders. 27 Table of Contents Plan Category Number of Common Shares to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-average Exercise Price of Outstanding Options, Warrants and Rights Number of Common Shares Available for Future Issuance Under Equity Compensation Plans 2020 Long-Term Stock Incentive Plan 68,244 (1) $ — 390,451 (2) 2010 Long-Term Stock Incentive Plan 3,357 (3) — 3,357 (3) 2012 Non-Employee Director Stock Ownership Plan 10,273 — 77,615 2009 Employee Stock Purchase Plan — — 73,327 Total All Plans 81,874 — 544,750 (1) Includes 68,244 performance stock unit awards at their target values. The ultimate amount of performance stock units that could vest can range from 0% to 150% of the target amount, or from 0 units to 102,366 units for all awards. (2) Includes 288,085 of future shares to be issued, as well as up to 102,366 shares of performance stock units that may be issued in shares of Class A Common Stock at the maximum earned level. (3) Includes 3,357 of previously issued shares for which vesting was deferred. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Information with respect to this item is incorporated herein by reference to the discussion under the heading “Certain Relationships and Related Transactions” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 27, 2024. Information regarding director independence is incorporated by reference to the discussions under “Corporate Governance Matters-Director Independence” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 27, 2024. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information with respect to this item is incorporated herein by reference to the discussion under the heading “Audit Committee Matters – Fees of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 27, 2024. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as a part of this report: Financial Statements Included in Item 8 of Part II of this report are the following: • Reports of Independent Registered Public Accounting Firm • Consolidated Statements of Operations – Years ended September 29, 2023, September 30, 2022 and October 1, 2021 • Consolidated Statements of Comprehensive Income – Years ended September 29, 2023, September 30, 2022 and October 1, 2021 • Consolidated Balance Sheets – September 29, 2023 and September 30, 2022 • Consolidated Statements of Shareholders’ Equity – Years ended September 29, 2023, September 30, 2022 and October 1, 2021 • Consolidated Statements of Cash Flows – Years ended September 29, 2023, September 30, 2022 and October 1, 2021 • Notes to Consolidated Financial Statements 28 Table of Contents Exhibits See Exhibit Index. 29 Table of Contents ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Racine and State of Wisconsin, on the 8 th day of December 2023. JOHNSON OUTDOORS INC. (Registrant) By /s/ Helen P. Johnson-Leipold Helen P. Johnson-Leipold Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 8 th day of December 2023. /s/ Helen P. Johnson-Leipold Chairman and Chief Executive Officer and Director (Helen P. Johnson-Leipold) (Principal Executive Officer) /s/ John M. Fahey, Jr. Vice Chairman of the Board and Lead Outside Director (John M. Fahey, Jr.) /s/ Edward Stevens Director (Edward Stevens) /s/ Edward F. Lang Director (Edward F. Lang) /s/ Katherine Button Bell Director (Katherine Button Bell) /s/ Richard Sheahan Director (Richard (“Casey”) Sheahan) /s/ Jeffrey M. Stutz Director (Jeffrey M. Stutz) /s/ Annie Zipfel Director (Annie Zipfel) /s/ Paul G. Alexander Director (Paul G. Alexander) /s/ David W. Johnson Vice President and Chief Financial Officer (David W. Johnson) (Principal Financial and Accounting Officer) 30 Table of Contents EXHIBIT INDEX Exhibit Title 3.1 Articles of Incorporation of the Company as amended through February 17, 2000. (Filed as Exhibit 3.1(a) to the Company’s Form 10-Q for the quarter ended March 31, 2000 and incorporated herein by reference.) 3.2 Bylaws of the Company as amended and restated through December 6, 2010. (Filed as Exhibit 3.2 to the Company’s Form 10-K for the year ended October 1, 2010 and incorporated herein by reference.) 4.1 Description of Registrant's Securities (Filed as Exhibit 4.1 to the Company's Form 10-K for the year ended September 27, 2019 and incorporated herein by reference.) 9.1 Johnson Outdoors Inc. Class B common stock Amended and Restated Voting Trust Agreement, dated as of February 16, 2010 (Filed as Exhibit 2 to Amendment No. 14 to the Schedule 13D filed by Helen P. Johnson-Leipold on February 24, 2017 and incorporated herein by reference.) 10.1 Registration Rights Agreement regarding Johnson Outdoors Inc. common stock issued to the Johnson family prior to the acquisition of Johnson Diversified, Inc. (Filed as Exhibit 10.1 to the Company’s Form 10-K dated and filed with the Securities and Exchange Commission on December 8, 2017 and incorporated herein by reference.) 10.2 Registration Rights Agreement regarding Johnson Outdoors Inc. Class A common stock held by Mr. Samuel C. Johnson. (Filed as Exhibit 10.2 to the Company’s Form 10-K dated and filed with the Securities and Exchange Commission on December 8, 2017 and incorporated herein by reference.) 10.3 + Johnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan. (Filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated July 29, 2005 and incorporated herein by reference.) 10.4 + Johnson Outdoors Inc. Worldwide Key Executives’ Discretionary Bonus Plan. (Filed as Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 13, 2014 and incorporated herein by reference.) 10.5 + Johnson Outdoors Inc. 2003 Non-Employee Director Stock Ownership Plan. (Filed as Exhibit 10.2 to the Company’s Form 10-Q dated April 2, 2004 and incorporated herein by reference.) 10.6 + Form of Restricted Stock Agreement under Johnson Outdoors Inc. 2003 Non-Employee Director Stock Ownership Plan. (Filed as Exhibit 4.2 to the Company’s Form S-8 Registration Statement No. 333-115298 and incorporated herein by reference.) 10.7 + Form of Stock Option Agreement under Johnson Outdoors Inc. 2003 Non-Employee Director Stock Ownership Plan. (Filed as Exhibit 4.3 to the Company’s Form S-8 Registration Statement No. 333-115298 and incorporated herein by reference.) 10.8 Amended and Restated Credit Agreement dated as of November 15, 2017 among Johnson Outdoors Inc., certain subsidiaries of Johnson Outdoors Inc., PNC Bank, National Association, as lender and administrative agent, PNC Capital markets LLC, as sole lead arranger and bookrunner, and the other lender named therein (filed as Exhibit 99.1 to the current report on Form 8-K dated and filed with the Securities and Exchange Commission on November 20, 2017). 10.9 + Johnson Outdoors Inc. 2009 Employees’ Stock Purchase Plan. (Filed as Exhibit 99.2 to the current report on Form 8-K dated and filed with the Securities and Exchange Commission on March 8, 2010.) 31 Table of Contents 10.10 + Johnson Outdoors Inc. 2010 Long Term Stock Incentive Plan. (Filed as Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 15, 2015 and incorporated herein by reference.) 10.11 + Johnson Outdoors Inc. 2012 Non-Employee Director Stock Ownership Plan. (Filed as Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 13, 2017 and incorporated herein by reference.) 10.12 + Form of Restricted Stock Unit Agreement under Johnson Outdoors Inc. 2012 Non-Employee Director Stock Ownership Plan. (Filed as Exhibit 10.31 to the annual report on Form 10-K dated and filed with the Securities and Exchange Commission on December 5, 2014.) 10.13 + Form of Restricted Stock Unit Agreement (Performance Based) under Johnson Outdoors Inc. 2010 Long Term Stock Incentive Plan. (Filed as Exhibit 10.32 to the annual report on Form 10-K dated and filed with the Securities and Exchange Commission on December 7, 2015.) 10.14 + Form of Restricted Stock Agreement under Johnson Outdoors Inc. 2012 Non-Employee Director Stock Ownership Plan. (Filed as Exhibit 10.14 to the annual report on Form 10-K dated and filed with the Securities and Exchange Commission on December 7, 2018.) 10.15 + Johnson Outdoors Inc. 2020 Long Term Stock Incentive Plan. (Filed as Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 10, 2020 and incorporated herein by reference.) 10.16 + Form of Restricted Stock Unit Agreement (Performance Based) under Johnson Outdoors Inc. 2020 Long Term Stock Incentive Plan. (Filed as Exhibit 99.2 to the registration statement on Form S-8 dated and filed with the Securities and Exchange Commission on May 5, 2020 and incorporated herein by reference.) 10.17 + Form of Restricted Stock Agreement under Johnson Outdoors Inc. 2020 Long Term Stock Incentive Plan. (Filed as Exhibit 99.3 to the registration statement on Form S-8 dated and filed with the Securities and Exchange Commission on May 5, 2020 and incorporated herein by reference.) 10.18 First Amendment dated July 15, 2021 to Amended and Restated Credit Agreement dated as of November 15, 2017 among Johnson Outdoors Inc., certain subsidiaries of Johnson Outdoors Inc., PNC Bank, National Association, as lender and administrative agent, PNC Capital markets LLC, as sole lead arranger and bookrunner, and the other lender named therein (filed as Exhibit 10.1 to the Company's Form 8-K dated and filed with the Securities and Exchange Commission on July 16, 2021 and incorporated herein by reference). 19 Johnson Outdoors Inc. Insider Trading Policy. 21 Subsidiaries of the Company as of September 29, 2023 23 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a). 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a). 32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350. (1) 97 + Johnson Outdoors Inc. Incentive Compensation Recovery Policy, as amended and restated effective as of June 1, 2023. 32 Table of Contents 101 The following materials from Johnson Outdoors Inc.’s Annual Report on Form 10-K for the fiscal year ended September 29, 2023 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) Consolidated Statements of Operations; (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. XBRL Instance Document - the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 104 The cover page from the Company's Annual Report on Form 10-K for the year ended September 29, 2023 has been formatted in Inline XBRL (included in Exhibit 101). + A management contract or compensatory plan or arrangement. (1) This certification is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 33 Table of Contents CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Page Management’s Report on Internal Control over Financial Reporting F- 2 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting F- 3 Report of Independent Registered Public Accounting Firm (PCAOB ID: 49 ) F- 4 Consolidated Statements of Operations F- 6 Consolidated Statements of Comprehensive Income F- 7 Consolidated Balance Sheets F- 8 Consolidated Statements of Shareholders’ Equity F- 9 Consolidated Statements of Cash Flows F- 10 Notes to Consolidated Financial Statements F- 11 Table of Contents MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Johnson Outdoors Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. The Company’s internal control over financial reporting includes those policies and procedures that: (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 29, 2023. In making this assessment, management used the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on our assessment, management believes that, as of September 29, 2023, the Company’s internal control over financial reporting was effective based on those criteria. /s/ Helen P. Johnson-Leipold /s/ David W. Johnson Chairman and Chief Executive Officer Vice President and Chief Financial Officer F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and the Board of Directors Johnson Outdoors Inc. Opinion on the Internal Control Over Financial Reporting We have audited Johnson Outdoors Inc.'s (the Company) internal control over financial reporting as of September 29, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 29, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company and our report dated December 8, 2023 expressed an unqualified opinion. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ RSM US LLP Milwaukee, Wisconsin December 8, 2023 F-3 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and the Board of Directors Johnson Outdoors Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Johnson Outdoors Inc. and its subsidiaries (the Company) as of September 29, 2023 and September 30, 2022, the related consolidated statements of operations, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended September 29, 2023, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 29, 2023 and September 30, 2022, and the results of its operations and its cash flows for each of the three years in the period ended September 29, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 29, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated December 8, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of Obsolete and Excess Inventory Reserve As described within Notes 1 and 15 to the consolidated financial statements, the consolidated inventory balance as of September 29, 2023 was $261,474,000, net of $18,471,000 in reserves, of which a significant portion relates to the Fishing segment. The Company values inventory at the lower of cost (determined using the first-in, first-out method) or net realizable value. Management develops assumptions when estimating the inventory reserves based on expected future demand, market conditions, and industry conditions. We identified the value of the obsolete and excess inventory related to the Fishing segment as a critical audit matter as there was a high degree of auditor judgment and increased audit effort when performing audit procedures given the subjective nature of the significant assumptions utilized by management. Our audit procedures related to the Company’s evaluation of the obsolete and excess inventory reserve for the Fishing segment include the following primary procedures, among others: a. We obtained an understanding of the relevant controls related to the obsolete and excess inventory and tested such controls for design and operating effectiveness. F-4 Table of Contents b. We tested the completeness of the inventory population subject to the obsolete and excess reserve, and in addition,we recalculated the reserve and confirmed that calculation conformed to the Company policy for inventory reserves. c. We performed a comparison of current year results compared to prior year estimates to evaluate management's reserve for obsolete and excess inventory by testing write-offs of inventory. d. We evaluated the reasonableness of management's significant assumptions related to predicted or forecasted demand, market conditions, and other industry conditions. We have served as the Company’s auditor since 2010. /s/ RSM US LLP Milwaukee, Wisconsin December 8, 2023 F-5 Table of Contents CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended (thousands, except per share data) September 29 2023 September 30 2022 October 1 2021 Net sales $ 663,844 $ 743,355 $ 751,651 Cost of sales 419,757 472,023 417,526 Gross profit 244,087 271,332 334,125 Operating expenses: Marketing and selling 144,446 133,891 141,059 Administrative management, finance and information systems 56,497 43,419 56,083 Research and development 31,404 27,712 25,700 Total operating expenses 232,347 205,022 222,842 Operating profit 11,740 66,310 111,283 Interest income ( 4,543 ) ( 807 ) ( 366 ) Interest expense 152 153 145 Other (income) expense, net ( 9,693 ) 8,076 ( 1,418 ) Profit before income taxes 25,824 58,888 112,922 Income tax expense 6,290 14,397 29,541 Net income $ 19,534 $ 44,491 $ 83,381 Weighted average common shares - Basic: Class A 8,968 8,913 8,864 Class B 1,208 1,208 1,212 Dilutive stock options and restricted stock units 19 30 44 Weighted average common shares - Dilutive 10,195 10,151 10,120 Net income per common share - Basic: Class A $ 1.93 $ 4.42 $ 8.34 Class B $ 1.75 $ 4.02 $ 7.57 Net income per common share - Diluted: Class A $ 1.90 $ 4.37 $ 8.21 Class B $ 1.90 $ 4.37 $ 8.21 Dividends declared per common share: Class A $ 1.26 $ 1.21 $ 0.93 Class B $ 1.15 $ 1.10 $ 0.85 The accompanying notes are an integral part of the Consolidated Financial Statements. F-6 Table of Contents CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended (thousands, except per share data) September 29 2023 September 30 2022 October 1 2021 Net income $ 19,534 $ 44,491 $ 83,381 Other comprehensive income (loss): Foreign currency translation 2,790 ( 6,815 ) 283 Unrealized loss on available-for-sale securities, net of tax ( 121 ) — — Change in pension plans, net of tax 34 49 2,386 Total other comprehensive income (loss) 2,703 ( 6,766 ) 2,669 Total comprehensive income $ 22,237 $ 37,725 $ 86,050 The accompanying notes are an integral part of the Consolidated Financial Statements. F-7 Table of Contents CONSOLIDATED BALANCE SHEETS (thousands, except share data) September 29 2023 September 30 2022 ASSETS Current assets: Cash and cash equivalents $ 111,854 $ 129,803 Short-term investments 26,764 — Accounts receivable, net 43,159 91,919 Inventories 261,474 248,649 Other current assets 15,405 9,945 Total current assets 458,656 480,316 Investments 13,943 — Property, plant and equipment, net of accumulated depreciation of $ 177,426 and $ 171,843 , respectively 94,353 89,125 Right of use assets 50,746 56,625 Deferred income taxes 18,352 11,411 Goodwill 11,172 11,160 Other intangible assets, net 8,472 8,372 Other assets 25,912 22,922 Total assets $ 681,606 $ 679,931 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable 42,744 53,796 Current lease liability 7,009 7,223 Accrued liabilities: Salaries, wages and benefits 16,741 20,806 Accrued warranty 11,741 9,639 Income taxes payable 4,252 3,186 Accrued discounts and returns 8,176 5,214 Accrued customer programs 3,774 4,726 Other 9,569 10,123 Total current liabilities 104,006 114,713 Non-current lease liability 45,335 50,680 Deferred income taxes 1,838 1,752 Retirement benefits 1,588 1,563 Deferred compensation liability 24,607 21,466 Other liabilities 4,495 1,743 Total liabilities 181,869 191,917 Shareholders' equity: Preferred stock: no ne issued — — Common stock: Class A shares issued and outstanding: 9,043,189 and 8,984,253 , respectively 453 451 Class B shares issued and outstanding: 1,207,760 and 1,207,798 , respectively 61 61 Capital in excess of par value 88,234 87,351 Retained earnings 409,574 402,821 Accumulated other comprehensive income 3,323 620 Treasury stock at cost, shares of Class A common stock: 25,342 and 45,961 , respectively ( 1,908 ) ( 3,290 ) Total shareholders' equity 499,737 488,014 Total liabilities and shareholders' equity $ 681,606 $ 679,931 The accompanying notes are an integral part of the Consolidated Financial Statements. F-8 Table of Contents CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (thousands except for shares) Shares Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock BALANCE AT OCTOBER 2, 2020 10,084,799 $ 504 $ 78,668 $ 296,431 $ 4,717 $ ( 2,220 ) Net income — — — 83,381 — — Dividends declared — — — ( 9,311 ) — — Issuance of stock under employee stock purchase plan — — — — — — Award of non-vested shares 48,683 5 ( 4 ) — — — Stock-based compensation — — 4,160 — — — Currency translation adjustment — — — — 283 — Change in pension plans, net of tax — — — — 2,386 — Non-vested stock forfeitures ( 621 ) — 75 — — ( 75 ) Purchase of treasury stock at cost ( 5,661 ) — — — — ( 495 ) BALANCE AT OCTOBER 1, 2021 10,127,200 509 82,899 370,501 7,386 ( 2,790 ) Net income — — — 44,491 — — Dividends declared — — — ( 12,171 ) — — Issuance of stock under employee stock purchase plan 5,112 — 332 — — — Award of non-vested shares 66,868 3 ( 3 ) — — — Stock-based compensation — — 4,129 — — — B to A conversion — — ( 156 ) — — 156 Currency translation adjustment — — — — ( 6,815 ) — Change in pension plans, net of tax — — — — 49 — Non-vested stock forfeitures ( 2,040 ) — 150 — — ( 150 ) Purchase of treasury stock at cost ( 5,089 ) — — — — ( 506 ) BALANCE AT SEPTEMBER 30, 2022 10,192,051 512 87,351 402,821 620 ( 3,290 ) Net income — — — 19,534 — — Dividends declared — — — ( 12,781 ) — — Issuance of stock under employee stock purchase plan 5,401 — 266 — — 460 Award of non-vested shares 71,742 2 ( 2,586 ) — — 2,123 Stock-based compensation — — 2,446 — — — B to A conversion — — ( 2 ) — — 2 Currency translation adjustment — — — — 2,790 — Unrealized gain (loss) on available-for-sale securities, net of tax — — — — ( 121 ) — Change in pension plans, net of tax — — — — 34 — Non-vested stock forfeitures ( 10,632 ) — 759 — — ( 759 ) Purchase of treasury stock at cost ( 7,613 ) — — — — ( 444 ) BALANCE AT SEPTEMBER 29, 2023 10,250,949 $ 514 $ 88,234 $ 409,574 $ 3,323 $ ( 1,908 ) The accompanying notes are an integral part of the Consolidated Financial Statements. F-9 Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended (thousands) September 29 2023 September 30 2022 October 1 2021 CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES Net income $ 19,534 $ 44,491 $ 83,381 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 16,005 13,973 12,980 Amortization of intangible assets 290 261 421 Amortization of deferred financing costs 35 35 29 (Gain) loss on sale of productive assets ( 6,410 ) 90 161 Stock based compensation 2,446 4,129 4,160 Provision for doubtful accounts receivable 177 30 308 Provision for inventory reserves 10,225 4,409 518 Deferred income taxes ( 6,925 ) 1,848 ( 2,277 ) Change in operating assets and liabilities: Accounts receivable, net 48,292 ( 22,028 ) ( 3,948 ) Inventories, net ( 28,381 ) ( 89,259 ) ( 69,637 ) Accounts payable and accrued liabilities ( 10,800 ) ( 21,722 ) 31,702 Other current assets ( 5,444 ) 2,831 ( 1,499 ) Other non-current assets 130 67 ( 226 ) Other long-term liabilities 2,634 ( 2,393 ) 2,614 Other, net ( 95 ) 1,094 ( 369 ) 41,713 ( 62,144 ) 58,318 CASH USED FOR INVESTING ACTIVITIES Purchase of short-term investments ( 40,696 ) — — Capital expenditures ( 22,668 ) ( 31,690 ) ( 21,409 ) Proceeds from sale of productive assets 14,990 12 28 ( 48,374 ) ( 31,678 ) ( 21,381 ) CASH USED FOR FINANCING ACTIVITIES Debt issuance costs paid — — ( 138 ) Common stock transactions 266 332 — Dividends paid ( 12,554 ) ( 12,056 ) ( 8,400 ) Purchases of treasury stock ( 444 ) ( 509 ) ( 495 ) ( 12,732 ) ( 12,233 ) ( 9,033 ) Effect of foreign currency rate changes on cash 1,444 ( 4,590 ) 107 (Decrease) increase in cash and cash equivalents ( 17,949 ) ( 110,645 ) 28,011 CASH AND CASH EQUIVALENTS Beginning of period 129,803 240,448 212,437 End of period $ 111,854 $ 129,803 $ 240,448 Supplemental Disclosure: Accrued dividends $ 227 $ 115 $ 911 Non-cash treasury activity 938 9 — Cash paid for taxes 17,129 19,086 26,544 Cash paid for interest 114 113 114 The accompanying notes are an integral part of the Consolidated Financial Statements. F-10 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 29, 2023 (IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Johnson Outdoors Inc. (the “Company”) is an integrated, global outdoor recreation products company engaged in the innovative design, manufacture and marketing of brand name camping, diving, watercraft and marine electronics products. Principles of Consolidation The consolidated financial statements include the accounts of Johnson Outdoors Inc. and all majority owned subsidiaries and are stated in conformity with U.S. generally accepted accounting principles. Intercompany accounts and transactions have been eliminated upon consolidation. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and operating results and the disclosure of commitments and contingent liabilities. Actual results could differ significantly from those estimates. Fiscal Year The Company’s fiscal year ends on the Friday nearest September 30. The fiscal years ended September 29, 2023 (hereinafter 2023), September 30, 2022 (hereinafter 2022) and October 1, 2021 (hereinafter 2021) comprised 52 weeks. Cash, Cash Equivalents and Marketable Securities The Company considers all short-term investments in interest bearing accounts and all securities and other instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost which approximates market value. The Company maintains cash in bank accounts in excess of insured limits. The Company has not experienced any losses and does not believe that significant credit risk exists as a result of this practice. As of September 29, 2023, the Company held approximately $ 49,838 of cash and cash equivalents in bank accounts in foreign jurisdictions. During the third quarter of fiscal 2023, the Company invested in marketable securities. The Company has classified all marketable securities as available-for-sale which requires the securities to be reported at estimated fair value, with unrealized gains and losses, net of tax, reported as a separate component of accumulated other comprehensive income in the Consolidated Statements of Shareholders' Equity. At September 29, 2023, cost for marketable securities was determined using the specific identification method. A summary of the amortized costs and fair values of the Company’s marketable securities at the end of the period presented is shown in the following table. All of the Company’s marketable securities are classified as Level 2, as defined by FASB ASC 820, with fair values determined using significant other observable inputs, which include quoted prices in markets that are not active, quoted prices of similar securities, recently executed transactions, broker quotations, and other inputs that are observable. The following table summarizes the Company's marketable securities measured at fair value as of September 29, 2023: F-11 Table of Contents Amortized Cost Fair Value Gross unrealized gains Gross unrealized losses Fixed rate US Government Bonds $ 29,749 $ 29,686 $ — $ 63 Fixed rate Canadian Government Bonds $ 11,121 $ 11,021 $ — $ 100 Total $ 40,870 $ 40,707 $ — $ 163 There were no maturities or sales of available-for-sale securities during the years ended September 29, 2023, September 30, 2022 and October 1, 2021. No unrealized gains or losses were reclassified out of accumulated other comprehensive income during the same periods. The contractual maturities of the marketable securities held at September 29, 2023 are as follows: $ 26,764 within one year, classified as Short-Term Investments on the Consolidated Balance Sheets, and $ 13,943 greater than one year, but less than five years, classified as Investments under non-current assets on the Consolidated Balance Sheets. Accounts Receivable Accounts receivable are recorded at face value less an allowance for doubtful accounts. The allowance for doubtful accounts is based on a combination of factors. In circumstances where specific collection concerns exist, a reserve is established to reduce the amount recorded to an amount the Company believes will be collected. For all other customers, the Company recognizes allowances for doubtful accounts based on historical experience of bad debts as a percent of outstanding accounts receivable for each business unit. Uncollectible accounts are written off against the allowance for doubtful accounts after collection efforts have been exhausted. The Company typically does not require collateral on its accounts receivable. Inventories The Company values inventory at the lower of cost (determined using the first-in first-out method) or net realizable value. Management’s judgment is required to determine the reserve for obsolete or excess inventory. Inventory on hand may exceed future demand either because the product is outdated or because the amount on hand is more than will be used to meet future needs. Inventory reserves are estimated by the individual operating companies using standard quantitative measures based on criteria established by the Company. The Company also considers current forecast plans, as well as market and industry conditions in establishing reserve levels. Though the Company considers these reserve balances to be adequate, changes in economic conditions, customer inventory levels or competitive conditions could have a favorable or unfavorable effect on required reserve balances. Inventories at the end of the respective fiscal years consisted of the following: September 29 2023 September 30 2022 Raw materials $ 114,467 $ 166,443 Work in process — 230 Finished goods 147,007 81,976 $ 261,474 $ 248,649 Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation of property, plant and equipment is determined by straight-line methods over the following estimated useful lives: Property improvements 5 - 20 years Buildings and improvements 20 - 40 years Furniture and fixtures, equipment and computer software 3 - 10 years Upon retirement or disposition of any of the foregoing types of assets, cost and the related accumulated depreciation are removed from the applicable account and any resulting gain or loss is recognized in the statements of operations. Property, plant and equipment at the end of the respective years consisted of the following: F-12 Table of Contents 2023 2022 Property improvements $ 380 $ 586 Buildings and improvements 35,877 33,930 Furniture and fixtures, equipment and computer software 235,522 226,452 271,779 260,968 Less accumulated depreciation 177,426 171,843 $ 94,353 $ 89,125 Goodwill The Company applies a fair value-based impairment test to the carrying value of goodwill on an annual basis as of the last day of the eleventh month of the Company’s fiscal year and, if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. The results of the impairment tests performed in 2023, 2022, and 2021 indicated no impairment to the Company’s goodwill. In conducting its analysis, the Company uses the income approach to compare the reporting unit’s carrying value to its indicated fair value. Fair value is determined primarily by using a discounted cash flow methodology that requires considerable management judgment and long-term assumptions and is considered a Level 3 (unobservable) fair value determination in the fair value hierarchy (see Note 4 below). The Company’s impairment analysis is based on management’s estimates. Due to the uncertainty of future events, the Company cannot assure that growth rates will not be lower than expected, that discount rates will not increase or that projected cash flows will not decline, all of which factors could impact the carrying value of any remaining goodwill (or portion thereof) in future periods, and accordingly, whether any impairment losses need to be recorded in future periods. The changes in the carrying amount and the composition of the Company's goodwill for fiscal 2023 and 2022 were as follows: Fishing Camping Watercraft Diving Total Balance at October 1, 2021 Goodwill $ 17,450 $ 7,038 $ 6,242 $ 33,078 $ 63,808 Accumulated impairment losses ( 6,229 ) ( 7,038 ) ( 6,242 ) ( 33,078 ) ( 52,587 ) 11,221 — — — 11,221 Currency translation ( 61 ) — — — ( 61 ) Balance at September 30, 2022 Goodwill 17,389 7,038 6,242 33,078 63,747 Accumulated impairment losses ( 6,229 ) ( 7,038 ) ( 6,242 ) ( 33,078 ) ( 52,587 ) 11,160 — — — 11,160 Currency translation 12 — — — 12 Balance at September 29, 2023 Goodwill 17,401 7,038 6,242 33,078 63,759 Accumulated impairment losses ( 6,229 ) ( 7,038 ) ( 6,242 ) ( 33,078 ) ( 52,587 ) $ 11,172 $ — $ — $ — $ 11,172 Other Intangible Assets Indefinite-lived intangible assets are also tested for impairment annually and, if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. There were no impairment losses recognized in fiscal 2023, 2022 or 2021. Intangible assets with definite lives are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over periods ranging from 4 to 15 years. Amortization of patents and other intangible assets with definite lives was $ 290 , $ 261 and $ 421 for 2023, 2022 and 2021, respectively. Amortization of these definite-lived intangible assets is expected to be approximately $ 324 for each of the next 3 fiscal years, $ 307 for fiscal 2027 and $ 102 for fiscal 2028. F-13 Table of Contents Intangible assets at the end of the last two years consisted of the following: 2023 2022 Gross Intangible Accumulated Amortization Net Gross Intangible Accumulated Amortization Net Amortized other intangible assets: Patents and trademarks $ 4,045 $ ( 4,041 ) $ 4 $ 3,959 $ ( 3,956 ) $ 3 Other amortizable intangibles 12,769 ( 11,326 ) 1,443 12,137 ( 10,793 ) 1,344 Non-amortized trademarks 7,025 — 7,025 7,025 — 7,025 $ 23,839 $ ( 15,367 ) $ 8,472 $ 23,121 $ ( 14,749 ) $ 8,372 Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in business circumstances, such as unplanned negative cash flow, indicate that the carrying amount of these assets may not be fully recoverable. In such an event, the carrying amount of the asset group is compared to the future undiscounted cash flows expected to be generated by the asset group to determine if impairment exists on these assets. If impairment is determined to exist, any related impairment loss is calculated based on the difference between the fair value and the carrying value on these assets. During the fourth quarters of fiscal 2023 and 2022, the Company determined it was not necessary to perform an impairment analysis, as there were no events or changes in business circumstances that indicated that the carrying amount of the assets may not be fully recoverable. Accordingly, there was no impairment. Warranties The Company provides for warranties of certain products as they are sold. Warranty reserves are estimated using standard quantitative measures based on criteria established by the Company. Estimates of costs to service its warranty obligations are based on historical experience, expectation of future conditions and known product issues. The following table summarizes the warranty activity for the three years in the period ended September 29, 2023. Balance at October 2, 2020 $ 10,849 Expense accruals for warranties issued during the period 13,112 Less current period warranty claims paid 9,888 Balance at October 1, 2021 $ 14,073 Expense accruals for warranties issued during the period 4,563 Less current period warranty claims paid 8,997 Balance at September 30, 2022 $ 9,639 Expense accruals for warranties issued during the period 11,330 Less current period warranty claims paid 9,228 Balance at September 29, 2023 $ 11,741 Accumulated Other Comprehensive Income The components of Accumulated other comprehensive income ("AOCI") on the accompanying Consolidated Balance Sheets as of the end of fiscal year 2023, 2022 and 2021 were as follows: F-14 Table of Contents 2023 2022 2021 Pre-Tax Amount Tax Effect Net of Tax Effect Pre-Tax Amount Tax Effect Net of Tax Effect Pre-Tax Amount Tax Effect Net of Tax Effect Foreign currency translation adjustment $ 3,581 $ — $ 3,581 $ 791 $ — $ 791 $ 7,606 $ — $ 7,606 Unrealized loss on available-for-sale securities ( 163 ) 42 ( 121 ) — — — — — — Unamortized loss on pension plans ( 276 ) 139 ( 137 ) ( 321 ) 150 ( 171 ) ( 386 ) 166 ( 220 ) Accumulated other comprehensive income $ 3,142 $ 181 $ 3,323 $ 470 $ 150 $ 620 $ 7,220 $ 166 $ 7,386 The reclassifications out of AOCI for the years ended September 29, 2023, September 30, 2022, and October 1, 2021 were as follows: 2023 2022 2021 Statement of Operations Presentation Unamortized loss on defined benefit pension plans Amortization of loss $ 45 $ 45 $ 576 Cost of sales / Operating expense Tax effects ( 11 ) ( 11 ) ( 144 ) Income tax expense Total reclassifications for the period $ 34 $ 34 $ 432 The changes in AOCI by component, net of tax, for the year ended September 29, 2023 were as follows: Foreign Currency Translation Adjustment Unrealized gain (loss) on available-for-sale securities Unamortized Loss on Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss) Balance at September 30, 2022 $ 791 $ — $ ( 171 ) $ 620 Other comprehensive income before reclassifications 2,790 ( 163 ) — 2,627 Amounts reclassified from accumulated other comprehensive income — — 45 45 Tax effects — 42 ( 11 ) 31 Balance at September 29, 2023 $ 3,581 $ ( 121 ) $ ( 137 ) $ 3,323 The changes in AOCI by component, net of tax, for the year ended September 30, 2022 were as follows: Foreign Currency Translation Adjustment Unamortized Loss on Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss) Balance at October 1, 2021 $ 7,606 $ ( 220 ) $ 7,386 Other comprehensive income before reclassifications ( 6,815 ) 20 ( 6,795 ) Amounts reclassified from accumulated other comprehensive income — 45 45 Tax effects — ( 16 ) ( 16 ) Balance at September 30, 2022 $ 791 $ ( 171 ) $ 620 F-15 Table of Contents Earnings per Share (“EPS”) Net income or loss per share of Class A common stock and Class B common stock is computed using the two-class method. Grants of restricted stock (whether vested or unvested) which receive non-forfeitable dividends are required to be included as part of the basic weighted average share calculation under the two-class method. Holders of Class A common stock are entitled to cash dividends equal to 110 % of all dividends declared and paid on each share of Class B common stock. The Company grants shares of unvested restricted stock in the form of Class A shares, which carry the same distribution rights as the Class A common stock described above. As such, the undistributed earnings for each period are allocated to each class of common stock based on the proportionate share of the amount of cash dividends that each such class is entitled to receive. Basic EPS Basic net income or loss per share is computed by dividing net income or loss allocated to Class A common stock and Class B common stock by the weighted-average number of shares of Class A common stock and Class B common stock outstanding, respectively. In periods with cumulative year to date net income and undistributed income, the undistributed income for each period is allocated to each class of common stock based on the proportionate share of the amount of cash dividends that each such class is entitled to receive. In periods where there is a cumulative year to date net loss or no undistributed income because distributions through dividends exceed net income, Class B shares are treated as anti-dilutive and, therefore, net losses are allocated equally on a per share basis among all participating securities. For the years ended September 29, 2023, September 30, 2022 and October 1, 2021, basic income per share for Class A and Class B shares has been presented using the two class method as described above. Diluted EPS Diluted net income per share is computed by dividing allocated net income by the weighted-average number of common shares outstanding, adjusted for the effect of dilutive stock options, restricted stock units and non-vested restricted stock. Anti-dilutive stock options, restricted stock units and non-vested stock are excluded from the calculation of diluted EPS. The computation of diluted net income per share of Class A common stock assumes that Class B common stock is converted into Class A common stock. Therefore, diluted net income per share is the same for both Class A and Class B common shares. In periods where the Company reports a net loss, the effect of anti-dilutive stock options, restricted stock units and non-vested stock is excluded and diluted loss per share is equal to basic loss per share. For the years ended September 29, 2023, September 30, 2022 and October 1, 2021, diluted net income per share reflects the effect of dilutive stock options and restricted stock units and assumes the conversion of Class B common stock into Class A common stock. Shares of non-vested stock that could potentially dilute earnings per share in the future which were not included in the fully diluted computation because they would have been anti-dilutive totaled 63,506 , 39,956 and 38,914 shares for the years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively. Stock units that could potentially dilute earnings per share in the future and which were not included in the fully diluted computation because they would have been anti-dilutive totaled 49,531 , 35,816 and 25,768 shares for the years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively. The following table sets forth a reconciliation of net income to dilutive earnings used in the diluted earnings per common share calculations and the computation of basic and diluted earnings per common share: F-16 Table of Contents 2023 2022 2021 Net income $ 19,534 $ 44,491 $ 83,381 Less: Undistributed earnings reallocated to non-vested shareholders ( 122 ) ( 174 ) ( 320 ) Dilutive earnings $ 19,412 $ 44,317 $ 83,061 Weighted average common shares – Basic: Class A 8,968 8,913 8,864 Class B 1,208 1,208 1,212 Dilutive stock options and restricted stock units 19 30 44 Weighted average common shares - Dilutive 10,195 10,151 10,120 Net income per common share – Basic: Class A $ 1.93 $ 4.42 $ 8.34 Class B $ 1.75 $ 4.02 $ 7.57 Net income per common share – Diluted: Class A $ 1.90 $ 4.37 $ 8.21 Class B $ 1.90 $ 4.37 $ 8.21 Stock-Based Compensation Stock-based compensation cost is recorded for all awards of non-vested stock and restricted stock units based on their grant-date fair value. Stock-based compensation expense is recognized on a straight-line basis over the vesting period of each award. See Note 10 of these Notes to Consolidated Financial Statements for information regarding the Company’s stock-based incentive plans, including non-vested stock, restricted stock units and employee stock purchase plans. Income Taxes The Company provides for income taxes currently payable and deferred income taxes resulting from temporary differences between financial statement income/loss and taxable income/loss. Accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. Deferred income tax assets and liabilities are determined based on the difference between the amounts reported in the financial statements and the tax basis of assets and liabilities, using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is established if it is more likely than not that some portion or all of a deferred income tax asset will not be realized. See Note 6 of these Notes to Consolidated Financial Statements for further discussion. Employee Benefits The Company and certain of its subsidiaries have various retirement and profit sharing plans. The Company does not have any significant foreign retirement plans. Retirement costs are funded at least annually. See Note 7 of these Notes to Consolidated Financial Statements for additional discussion. Foreign Operations and Related Derivative Financial Instruments The functional currencies of the Company’s foreign operations are the local currencies. Accordingly, assets and liabilities of foreign operations are translated into U.S. dollars at the rate of exchange existing at the end of the year. Results of operations are translated at monthly average exchange rates. Adjustments resulting from the translation of foreign currency financial statements are classified as “Accumulated other comprehensive income (loss),” a separate component of Shareholders’ equity. Currency gains and losses are recognized when assets and liabilities of foreign operations, denominated in other than their local currency, are converted into the local currency of the entity. Additionally, currency gains and losses are recognized through the settlement of transactions denominated in other than the local currency. The Company recognized currency losses from transactions of $ 114 , $ 1,741 and $ 215 in 2023, 2022, and 2021, respectively, which were included in Other income, net in the accompanying Consolidated Statements of Operations. Because the Company operates internationally, it has exposure to market risk from movements in foreign currency exchange rates. Approximately 14 % of the Company’s revenues for the year ended September 29, 2023 were denominated in currencies other than the U.S. dollar. Approximately 6 % were denominated in euros and approximately 6 % were denominated in Canadian F-17 Table of Contents dollars, with the remaining 2 % denominated in various other foreign currencies. The Company may mitigate the impact on its operating results of a portion of the fluctuations in certain foreign currencies through the purchase of foreign currency swaps, forward contracts and options to hedge known commitments denominated in foreign currencies or borrowings in foreign currencies. The Company did not use foreign currency forward contracts in 2023, 2022 or 2021. The Company does not enter into foreign exchange contracts for trading or speculative purposes. Advertising & Promotions The Company expenses substantially all costs related to the production of advertising the first time the advertising takes place. Cooperative promotional arrangements are accrued as related revenue is earned. Advertising and promotions expense in 2023, 2022 and 2021 totaled $ 35,503 , $ 30,574 and $ 30,882 , respectively. These charges are included in “Marketing and selling expenses.” Capitalized advertising costs, included in Other current assets, totaled $ 780 and $ 470 at September 29, 2023 and September 30, 2022, respectively, and primarily included catalogs and costs of advertising which have not yet run for the first time. Shipping and Handling Costs Shipping and handling fees billed to customers are included in “Net sales.” Shipping and handling costs are included in “Marketing and selling expenses” and totaled $ 15,519 , $ 17,923 and $ 16,093 for 2023, 2022 and 2021, respectively. Research and Development The Company expenses research and development costs as incurred except for costs of software development for new electronic products and bathymetry data collection and processing, which are capitalized once technological feasibility is established and are included in Furniture, Fixtures and Equipment. The gross amount capitalized related to software development was $ 64,390 , less accumulated amortization of $ 37,934 , at September 29, 2023 and $ 58,857 , less accumulated amortization of $ 33,872 , at September 30, 2022. These costs are amortized over the expected life of the software of three to seven years . Amortization expense related to capitalized software in 2023, 2022 and 2021 was $ 4,062 , $ 3,444 and $ 3,637 , respectively, and is included in depreciation expense on plant, property and equipment. Fair Values The carrying amounts of cash, cash equivalents, short-term investments, accounts receivable, and accounts payable approximated fair value at September 29, 2023 and September 30, 2022 due to the short maturities of these instruments. During 2023, 2022 and 2021, the Company held investments in equity and debt securities that were carried at fair value related to its deferred compensation liability which was also carried at the same fair value. When indicators of impairment are present, the Company may be required to value certain long-lived assets such as property, plant, and equipment, and other intangibles at fair value. Valuation Techniques Rabbi Trust Assets Rabbi trust assets, used to fund amounts the Company owes to certain officers and other employees under the Company’s non-qualified deferred compensation plan, are included in “Other assets,” and are classified as trading securities. These assets are comprised of marketable debt and equity securities that are marked to fair value based on unadjusted quoted prices in active markets. Marketable Securities Marketable securities, which are included in "Short-term Investments" and "Investments", based on maturity date, are classified as available-for-sale securities. These assets are comprised of marketable debt securities, with fair values determined using significant other observable inputs, which include quoted prices in markets that are not active, quoted prices of similar securities, recently executed transactions, broker quotations, and other inputs that are observable. Goodwill and Other Intangible Assets In assessing the recoverability of the Company’s goodwill and other intangible assets, the Company estimates the future discounted cash flows of the business segments to which the goodwill relates. When estimated future discounted cash flows are less than the carrying value of the net assets and related goodwill, an impairment charge is recognized based on the excess of the carrying amount over the fair value. In determining estimated future cash flows, the Company makes assumptions regarding anticipated financial position, future earnings and other factors to determine the fair value of the respective assets. F-18 Table of Contents See Note 4 of these Notes to Consolidated Financial Statements for disclosures regarding fair value measurements. New Accounting Pronouncements Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326)” and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively Topic 326). Topic 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This replaces the existing incurred loss model with an expected loss model and requires the use of forward-looking information to calculate credit loss estimates. This guidance was effective for the Company in the first quarter of fiscal year 2021, and must be adopted by applying a cumulative effect adjustment to retained earnings. The Company adopted the provisions of this ASU at the beginning of the first quarter of fiscal 2021, however the ASU did not have a significant impact on its financial statements, and therefore no adjustment to retained earnings was necessary. In August 2018, the FASB issued ASU 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans (Topic 715). This ASU will modify the disclosure requirements for employers that sponsor defined pension or postretirement plans. The amendments in this guidance are effective for fiscal years ending after December 15, 2020, with early adoption permitted. The Company adopted the provisions of this ASU in fiscal 2021, however, the ASU did not have a significant impact on its disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company adopted the provisions of this ASU in fiscal 2022, however, the ASU did not have a significant impact on its financial statements or disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 is intended to provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (LIBOR) or by another reference rate expected to be discontinued. Subsequently in December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848)—Deferral of the Sunset Date of Topic 848, which delayed the effective date to December 31, 2024. The Company adopted Topic 848 in the fourth fiscal quarter of 2023, and does not expect this guidance to have a significant impact on its financial statements and disclosures. 2 INDEBTEDNESS The Company had no outstanding debt at September 29, 2023 or September 30, 2022. Revolvers The Company and certain of its subsidiaries have entered into an unsecured revolving credit facility with PNC Bank, National Association and Associated Bank, N.A. ("the Lending Group"). This credit facility consists of a $ 75 million Revolving Credit Facility among the Company, certain of the Company's subsidiaries, PNC Bank National Association, as lender and as administrative agent, and the other lender named therein (the "Credit Agreement" or "Revolver"). The Revolver provides for borrowing of up to an aggregate principal amount not to exceed $ 75,000 with a $ 50,000 accordion feature that gives the Company the option to increase the maximum financing availability (i.e., an aggregate borrowing amount of $ 125,000 ) subject to the conditions of the Credit Agreement and subject to the approval of the lenders. On July 15, 2021, the Company entered into a First Amendment to this credit facility that extended its expiration date from November 15, 2022, to July 15, 2026. Other key provisions of the credit facility remained as outlined above and the description herein is qualified in its entirety by the terms and conditions of the original Debt Agreement (a copy of which was filed as Exhibit 99.1 to the current report on Form 8-K dated and filed with the Securities and Exchange Commission on November 20, 2017) and the Amendment (a copy of which was filed as Exhibit 10.1 to the current report on Form 8-K dated and filed with the Securities and Exchange Commission on July 16, 2021). The interest rate on the Revolver is based on the Secured Overnight Financing Rate ("SOFR") plus an applicable margin, which margin resets each quarter. The applicable margin ranges from 1.00 % to 1.75 % and is dependent on the Company's leverage F-19 Table of Contents ratio for the trailing twelve month period. The interest rates on the Revolver were approximately 6.4 % at September 29, 2023 and 4.1 % at September 30, 2022. The Credit Agreement restricts the Company's ability to incur additional debt, includes maximum leverage ratio and minimum interest coverage ratio covenants and is unsecured. Other Borrowings The Company utilizes letters of credit primarily as security for the payment of future claims under its workers’ compensation insurance which totaled $ 67 and $ 173 at September 29, 2023 and September 30, 2022, respectively. The Company had no other unsecured lines of credit as of September 29, 2023 or September 30, 2022. Under the Company’s Credit Agreement, a change in control of the Company would constitute an event of default. A change in control would be deemed to have occurred if, among other events described in the terms of the Credit Agreement, a person or group other than the Company’s Chief Executive Officer, Helen P. Johnson-Leipold, members of her family and related entities (hereinafter the Johnson Family) became or obtained rights as a beneficial owner (as interpreted under the Securities Exchange Act of 1934) of a certain minimum percentage of the outstanding capital stock of the Company. 3 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The following disclosures describe the Company’s objectives in using derivative instruments, the business purpose or context for using derivative instruments, and how the Company believes the use of derivative instruments helps achieve the stated objectives. In addition, the following disclosures describe the effects of the Company’s use of derivative instruments and hedging activities on its financial statements. See Note 4 of these Notes to Consolidated Financial Statements for disclosures regarding the fair value and effects of changes in the fair value of derivative instruments. Foreign Exchange Risk The Company has significant foreign operations, for which the functional currencies are denominated primarily in euros, Swiss francs, Hong Kong dollars 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, losses, assets and liabilities of the Company’s foreign operations, as reported in the Company’s consolidated financial statements, increase or decrease, accordingly. Approximately 14 % of the Company’s revenues for the fiscal year ended September 29, 2023 were denominated in currencies other than the U.S. dollar. Approximately 6 % were denominated in euros and approximately 6 % were denominated in Canadian dollars, with the remaining 2 % denominated in various other foreign currencies. Changes in foreign currency exchange rates can cause unexpected financial losses or cash flow needs. The Company may mitigate the impact on its operating results of a portion of the fluctuations in certain foreign currencies through the use of foreign currency forward contracts. Foreign currency forward contracts enable the Company to lock in the foreign currency exchange rate for a fixed amount of currency to be paid or received on a specified date in the future. The Company may use such foreign currency forward contracts to mitigate the risk associated with changes in foreign currency exchange rates on financial instruments and known commitments denominated in foreign currencies. As of September 29, 2023 and September 30, 2022, the Company held no foreign currency forward contracts. Interest Rate Risk As of September 29, 2023 and September 30, 2022, the Company held no interest rate swap contracts. 4 FAIR VALUE MEASUREMENTS Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable. • Level 1 - Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. F-20 Table of Contents • Level 2 - Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily-available pricing sources for comparable instruments. • Level 3 - Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. The following table summarizes the Company’s financial assets measured at fair value as of September 29, 2023: Level 1 Level 2 Level 3 Total Assets: Rabbi trust assets $ 24,562 $ — $ — $ 24,562 The following table summarizes the Company’s financial assets measured at fair value as of September 30, 2022: Level 1 Level 2 Level 3 Total Assets: Rabbi trust assets $ 21,436 $ — $ — $ 21,436 Rabbi trust assets are classified as trading securities and are comprised of marketable debt and equity securities that are marked to fair value based on unadjusted quoted prices in active markets. The rabbi trust assets are owed by the Company to certain officers and other employees under the Company’s non-qualified deferred compensation plan. These assets are included in "Other assets" in the Company's Consolidated Balance Sheets, and the mark-to-market adjustments on the assets are recorded in “Other income, net” in the accompanying Consolidated Statements of Operations. The offsetting deferred compensation liability is also reported at fair value and is included in “Deferred compensation liability” in the Company’s Consolidated Balance Sheets. Changes in the liability are recorded in "Administrative management, finance and information systems" expense in the accompanying Consolidated Statements of Operations. The effect of changes in the fair value of financial instruments on the Consolidated Statements of Operations for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 was: Location of income recognized in Statement of Operations 2023 2022 2021 Rabbi trust assets Other (income) expense, net $ ( 2,862 ) $ 6,424 $ ( 4,878 ) Certain assets and liabilities are measured at fair value on a non-recurring basis in periods subsequent to their initial recognition. No assets or liabilities were measured at fair value on a non-recurring basis in 2023, 2022, or 2021. 5 LEASES The Company determines if an arrangement is a lease at inception. The Company leases certain facilities and machinery and equipment under long-term, non-cancelable operating leases. As an ongoing accounting policy election under Topic 842, the Company excludes short-term leases (terms of 12 months or less) from the balance sheet presentation and accounts for non-lease and lease components in a contract as a single lease component for most asset classes. All leases in which the Company is the lessee are classified as operating leases, and the Company does not have any finance leases or sublease agreements. Additionally, the Company does not have any leases in which it is the lessor. As of September 29, 2023, the Company had approximately 200 leases, with remaining terms ranging from less than one year to 16 years. Some of the leases contain variable payment terms, such as payments based on fluctuations in the Consumer Price Index (CPI). Some leases also contain options to extend or terminate the lease. To the extent the Company is reasonably certain to exercise these options, they have been considered in the calculation of the right-of-use ("ROU") assets and lease liabilities. Under current lease agreements, there are no residual value guarantees or restrictive lease covenants. In calculating the ROU assets and lease liabilities, several assumptions and judgments were made by the Company, including whether a contract is or contains a lease under the new definition, and the determination of the discount rate, which is assumed to be the F-21 Table of Contents incremental borrowing rate. The incremental borrowing rate is derived from information available to the Company at the lease commencement date based on lease length and location. As of September 29, 2023, the components of lease expense recognized in the accompanying Condensed Consolidated Statements of Operations were as follows: Year ended Year ended Year ended September 29, 2023 September 30, 2022 October 1, 2021 Lease Cost Operating lease costs $ 9,819 $ 9,129 $ 8,323 Short-term lease costs 2,493 1,739 1,549 Variable leases costs 171 172 184 Total lease cost $ 12,483 $ 11,040 $ 10,056 Included in the amounts in the table above was rent expense to related parties of $ 1,255 , $ 1,209 and $ 1,043 , for the years ended September 29, 2023 September 30, 2022, and October 1, 2021, respectively. As of September 29, 2023 and September 30, 2022, the Company did not have any finance leases. While the Company extended or renewed various existing leases during the year, there were no significant new leases entered into during the year ended September 29, 2023. As of September 29, 2023, the Company did not have any significant operating lease commitments that have not yet commenced. Supplemental balance sheet, cash flow, and other information related to operating leases was as follows: Year ended Year ended September 29, 2023 September 30, 2022 Operating leases: Operating lease ROU assets $ 50,746 $ 56,625 Current operating leases liabilities 7,009 7,223 Non-current operating lease liabilities 45,335 50,680 Total operating lease liabilities $ 52,344 $ 57,903 Weighted average remaining lease term (in years) 11.96 12.59 Weighted average discount rate 3.21 % 3.15 % Cash paid for amounts included in the measurement of lease liabilities $ 8,858 $ 8,066 ROU assets obtained in exchange for lease liabilities $ 3,686 $ 13,296 Future minimum rental commitments under non-cancelable operating leases with an initial lease term in excess of one year at September 29, 2023 were as follows: F-22 Table of Contents Year Related parties included in total Total 2024 $ 1,270 $ 8,506 2025 1,308 7,846 2026 1,348 6,142 2027 226 4,914 2028 — 3,728 Thereafter — 32,551 Total undiscounted lease payments 4,152 63,687 Less: Imputed interest ( 103 ) ( 11,343 ) Total net lease liability $ 4,049 $ 52,344 6 INCOME TAXES The U.S. and foreign income before income taxes for the respective years consisted of the following: 2023 2022 2021 United States $ 16,070 $ 51,229 $ 99,774 Foreign 9,754 7,659 13,148 $ 25,824 $ 58,888 $ 112,922 Income tax expense for the respective years consisted of the following: 2023 2022 2021 Current: Federal $ 7,631 $ 8,798 $ 22,860 State 2,267 834 6,392 Foreign 3,286 2,922 3,236 Deferred ( 6,894 ) 1,843 ( 2,947 ) $ 6,290 $ 14,397 $ 29,541 F-23 Table of Contents The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at the end of the respective years are presented below: 2023 2022 Deferred tax assets: Inventories $ 4,628 $ 2,366 Compensation 6,954 8,099 Lease liabilities 12,956 14,168 Tax credit carryforwards 2,116 2,356 Net operating loss carryforwards 5,488 4,805 Research and Experimental Expenditures 4,536 — Other 7,310 6,430 Total gross deferred tax assets 43,988 38,224 Less valuation allowance 7,101 6,700 Deferred tax assets 36,887 31,524 Deferred tax liabilities: Goodwill and other intangibles 2,476 1,848 Right of Use assets 12,571 13,864 Depreciation and amortization 4,578 5,528 Foreign statutory reserves 748 625 Net deferred tax assets $ 16,514 $ 9,659 The net deferred tax assets recorded in the accompanying Consolidated Balance Sheets as of the years ended September 29, 2023 and September 30, 2022 were as follows: 2023 2022 Non-current assets $ 18,352 $ 11,411 Non-current liabilities 1,838 1,752 Net deferred tax assets $ 16,514 $ 9,659 The significant differences between the statutory federal tax rate and the effective income tax rates for the Company for the respective years shown below were as follows: 2023 2022 2021 Statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 % State income tax, net of federal benefit 3.4 % 3.4 % 4.4 % Uncertain tax positions, net of settlements ( 0.3 ) % ( 0.5 ) % 0.1 % Foreign-derived intangible income ("FDII") deduction ( 2.3 ) % ( 0.9 ) % ( 1.1 ) % Foreign tax rate differences 2.2 % 1.5 % 0.6 % Compensation 2.4 % 0.1 % 0.8 % Changes in estimates related to prior years tax return filing ( 1.3 ) % ( 1.6 ) % ( 0.5 ) % Deferred tax asset - valuation allowance 1.7 % 1.6 % 0.6 % Tax Credits ( 2.5 ) % ( 0.7 ) % ( 0.4 ) % Other 0.1 % 0.5 % 0.7 % 24.4 % 24.4 % 26.2 % The Company’s net operating loss carryforwards and their expirations as of September 29, 2023 were as follows: F-24 Table of Contents State Foreign Total Year of expiration 2024-2028 $ 2,118 $ 8,346 $ 10,464 2029-2033 2,326 6,365 8,691 2034-2038 4,447 — 4,447 2039-2043 774 — 774 Indefinite 2 6,800 6,802 Total $ 9,667 $ 21,511 $ 31,178 The Company has tax credit carryforwards as follows: State Federal Total Year of expiration 2024-2028 $ 1,365 $ 1,365 2029-2033 598 598 2034-2038 119 119 Total $ 2,082 $ — $ 2,082 A reconciliation of the beginning and ending amount of unrecognized tax benefits follows: 2023 2022 Beginning balance $ 6,201 $ 6,757 Gross increases - tax positions in prior period — — Gross decreases - tax positions in prior period — — Gross increases - tax positions in current period 493 476 Settlements — — Lapse of statute of limitations ( 598 ) ( 1,032 ) Ending balance $ 6,096 $ 6,201 The total accrued interest and penalties with respect to income taxes was approximately $ 1,913 and $ 1,866 for the years ended September 29, 2023 and September 30, 2022, respectively. The Company’s liability for unrecognized tax benefits as of September 29, 2023 was $ 6,096 , and if recognized, $ 5,107 of such amount would have an effective tax rate impact. In accordance with its accounting policy, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Interest and penalties of $ 47 , $( 15 ) and $( 63 ) were recorded as a component of income tax expense in the accompanying Consolidated Statements of Operations during fiscal years 2023, 2022 and 2021, respectively. The Company’s policy is to remit earnings from foreign subsidiaries only to the extent the remittance does not result in an incremental U.S. tax liability. The Company does not currently provide for the additional U.S. and foreign income taxes which would become payable upon remission of undistributed earnings of foreign subsidiaries. If all undistributed earnings were remitted, an additional income tax provision of approximately $ 15.4 million would have been necessary as of September 29, 2023. F-25 Table of Contents The Company files income tax returns, including returns for its subsidiaries, with federal, state, local and foreign taxing jurisdictions. The amount of unrecognized tax benefits recognized within the next twelve months may decrease due to expiration of the statute of limitations for certain years in various jurisdictions. However, it is possible that a jurisdiction may open an audit prior to the statute expiring that may result in adjustments to the Company’s tax filings. At this time, an estimate of the range of the reasonably possible change cannot be made. The following tax years remain subject to examination by the Company's respective major tax jurisdictions: Jurisdiction Fiscal Years United States 2020-2023 Canada 2019-2023 France 2020-2023 Germany 2018-2023 Italy 2021-2023 Switzerland 2013-2023 7 EMPLOYEE BENEFITS A majority of the Company’s full-time employees are covered by defined contribution programs. Expenses attributable to the defined contribution programs were approximately $ 2,190 , $ 2,044 and $ 1,680 for 2023, 2022 and 2021, respectively. The Company also has a non-qualified deferred compensation plan that provides certain officers and employees the ability to defer a portion of their compensation until a later date. The deferred amounts and earnings thereon are payable to participants, or designated beneficiaries, at specified future dates upon retirement, death or termination of employment from the Company. The deferred compensation liability, which is reported at fair value equal to the related rabbi trust assets, and is classified as “Deferred compensation liability” on our accompanying Consolidated Balance Sheets, was approximately $ 24,607 and $ 21,466 as of September 29, 2023 and September 30, 2022, respectively. See “Note 4 Fair Value” for additional information. During fiscal 2021, the Company terminated its Johnson Outdoors Inc. Mankato Operations Pension Plan and Old Town Canoe Company Pension Plan (collectively, "the Terminated Plans"), both of which were frozen defined benefit pension plans at the time of termination. In connection with the plan terminations, the Company settled all future obligations under the Terminated Plans through a combination of lump-sum payments to eligible participants who elected to receive them, and the transfer of any remaining benefit obligations under the Terminated Plans to a third-party insurance company under a group annuity contract. As a result of these actions, the Company recognized a non-cash pre-tax pension termination charge of $ 2,526 in our fiscal 2021 Consolidated Statements of Operations as Other Expense (Income), Net. The remaining over-funded plan assets have been or will be utilized by the Company to fund remaining expenses related to the Terminated Plans, as well as obligations associated with other qualified retirement programs. The Company still maintains the Johnson Outdoors Inc. Supplemental Executive Retirement Plan ("SERP"), and all future benefit payments to participants under this plan are made from the Company's general assets. 8 PREFERRED STOCK The Company is authorized to issue 1,000,000 shares of preferred stock in various classes and series, of which there are no ne currently issued and no ne outstanding. F-26 Table of Contents 9 COMMON STOCK The number of authorized and outstanding shares of each class of the Company’s common stock at the end of the respective years was as follows: 2023 2022 Class A, $ 0.05 par value: Authorized 20,000,000 20,000,000 Outstanding 9,043,189 8,984,253 Class B, $ 0.05 par value: Authorized 3,000,000 3,000,000 Outstanding 1,207,760 1,207,798 Holders of Class A common stock are entitled to elect 25 %, or the next highest whole number, of the members of the Company’s Board of Directors and holders of Class B common stock are entitled to elect the remaining directors. With respect to matters other than the election of directors or any matters for which class voting is required by law, holders of Class A common stock are entitled to one vote per share while holders of Class B common stock are entitled to ten votes per share. If any dividends (other than dividends paid in shares of the Company’s stock) are paid by the Company on its common stock, a dividend would be paid on each share of Class A common stock equal to 110 % of the amount paid on each share of Class B common stock. Each share of Class B common stock is convertible at any time into one share of Class A common stock. During 2023 and 2022 there were 38 and 3,766 shares of Class B common stock converted into Class A common stock, respectively. 10 STOCK-BASED COMPENSATION AND STOCK OWNERSHIP PLANS The Company’s current stock ownership plans provide for issuance of options to acquire shares of Class A common stock by key executives and non-employee directors. Current plans also allow for issuance of shares of restricted stock, restricted stock units or stock appreciation rights in lieu of options. Under the Company’s 2023 Non-Employee Director Stock Ownership Plan and the 2020 Long-Term Incentive Plan (the only plans where shares currently remain available for future equity incentive awards) there were a total of 468,066 shares of the Company’s Class A common stock available for grant to key executives and non-employee directors at September 29, 2023. Share awards previously made under the Company's 2010 Long-Term Stock Incentive Plan and 2012 Non-Employee Director Stock Ownership Plan, which no longer allow for additional share grants, also remain outstanding. The Company recognized additional tax expense of $ 95 for 2023 from the vesting of restricted stock and restricted stock units, and additional tax benefits of $ 98 and $ 581 for 2022 and 2021, respectively. These amounts were recorded as a component of income tax expense. The Company recognizes forfeitures of equity awards as incurred. Non-Vested Stock All shares of non-vested stock awarded by the Company have been granted at their fair market value on the date of grant and vest within five years after the grant date. The fair value at date of grant is based on the number of shares granted and the average of the Company’s high and low Class A common stock price on the date of grant or, if the Company’s shares did not trade on the date of grant, the average of the Company’s high and low Class A common stock price on the last preceding date on which the Company’s shares traded. A summary of non-vested stock activity for the two year period ended September 29, 2023 related to the Company’s stock ownership plans is as follows: F-27 Table of Contents Shares Weighted Average Grant Price Non-vested stock at October 1, 2021 37,591 $ 80.86 Non-vested stock grants 33,911 72.40 Non-vested stock forfeited ( 2,040 ) 73.53 Restricted stock vested ( 11,326 ) 95.34 Non-vested stock at September 30, 2022 58,136 73.37 Non-vested stock grants 28,528 59.25 Non-vested stock forfeited ( 10,632 ) 71.41 Restricted stock vested ( 14,790 ) 76.07 Non-vested stock September 29, 2023 61,242 66.48 Non-vested stock grantees may elect to reimburse the Company for withholding taxes due as a result of the vesting of shares by tendering a portion of the vested shares back to the Company. Shares tendered back to the Company were 2,289 and 1,778 during 2023 and 2022, respectively. The fair value of restricted stock vested during 2023, 2022 and 2021 was approximately $ 909 , $ 1,002 and $ 1,950 , respectively. Stock compensation expense, net of forfeitures, related to non-vested stock was $ 1,612 , $ 1,252 and $ 1,179 during 2023, 2022 and 2021, respectively. The tax benefit recognized during 2023, 2022 and 2021 related to stock based compensation was $ 390 , $ 295 and $ 287 , respectively. Unrecognized compensation cost related to non-vested stock as of September 29, 2023 was $ 1,900 , which amount will be amortized to expense through November 2025 or adjusted for changes in future estimated or actual forfeitures. Restricted Stock Units All restricted stock units awarded by the Company during fiscal 2023 and in prior years have been granted at their fair market value on the date of grant. The fair value at date of grant is based on the number of units granted and the average of the Company’s high and low Class A common stock trading price on the date of grant or, if the Company’s shares did not trade on the date of grant, the average of the Company’s high and low Class A common stock trading price on the last preceding date on which the Company’s shares traded. The vesting period for RSUs is generally one year from the date of grant for RSUs granted to directors and three years from the date of the grant for RSUs granted to employees. A summary of RSU activity follows: Number of RSUs Weighted Average Grant Price RSUs at October 1, 2021 69,768 $ 73.60 RSUs granted 19,758 101.22 RSUs forfeited ( 1,340 ) 71.42 RSUs vested ( 22,192 ) 74.62 RSUs at September 30, 2022 65,994 82.58 RSUs granted 36,484 56.54 RSUs forfeited ( 7,492 ) 76.75 RSUs vested ( 26,742 ) 64.51 RSUs at September 29, 2023 68,244 76.38 RSU grantees may elect to reimburse the Company for withholding taxes due as a result of the vesting of units and issuance of unrestricted shares of Class A common stock by tendering a portion of such unrestricted shares back to the Company. Shares tendered back to the Company were 5,324 and 3,331 during 2023 and 2022, respectively. The fair value of restricted stock units vested during 2023, 2022 and 2021 was approximately $ 2,247 , $ 3,240 and $ 3,353 , respectively. Stock compensation expense, net of forfeitures, related to restricted stock units was $ 732 , $ 2,522 and $ 2,895 for the years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively. The tax benefit recognized during 2023, 2022 and 2021 related to restricted stock unit based compensation was $ 462 , $ 242 and $ 290 , respectively. Unrecognized F-28 Table of Contents compensation cost related to non-vested restricted stock units as of September 29, 2023 was $ 131 , which amount will be amortized to expense through September 2024 or adjusted for changes in future estimated or actual forfeitures. Compensation expense related to units earned by certain employees is based upon the attainment of certain financial goals related to cumulative net sales and cumulative operating profit over a three-year performance period. Awards are only paid if at least 80 % of the target levels are met and maximum payouts are made if 120 % of more of target levels are achieved. The payouts for achievement at the minimum threshold levels of performance are equal to 50 % of the target award amount. The payouts for achievement at maximum levels of performance are equal to 150 % of the target award amount. To the extent earned, awards are issued in shares of Company common stock after the end of the three year performance period. Employee Stock Purchase Plan The 2009 Employees’ Stock Purchase Plan (the “Purchase Plan”) provides for the issuance of shares of Class A common stock at a purchase price of not less than 85 % of the fair market value of such shares on the date of grant or at the end of the offering period, whichever is lower. The Company issued 5,401 , 5,112 and 0 shares of Class A common stock under the Purchase Plan during the years 2023, 2022 and 2021, respectively, and recognized expense of $ 102 , $ 355 and $ 86 in 2023, 2022 and 2021, respectively. 11 RELATED PARTY TRANSACTIONS The Company conducts transactions with certain related parties including organizations controlled by the Johnson Family. These transactions include product purchases, aviation services, office rental, and facility fees. Total costs of these transactions were $ 1,473 , $ 1,425 and $ 1,243 for 2023, 2022 and 2021, respectively. Amounts due to/from related parties were immaterial at September 29, 2023 and September 30, 2022. 12 REVENUES Revenue recognition Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of control of our goods at a point in time based on shipping terms and transfer of title. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. The amount of consideration received can vary, primarily because of customer incentive or rebate arrangements. The Company estimates variable consideration based on the expected value of total consideration to which customers are likely to be entitled based on historical experience and projected market expectations. Included in the estimate is an assessment as to whether any variable consideration is constrained. Revenue estimates are adjusted at the earlier of a change in the expected value of consideration or when the consideration becomes fixed. For all contracts with customers, the Company has not adjusted the promised amount of consideration for the effects of a significant financing component as the period between the transfer of the promised goods and the customer's payment is expected to be one year or less. Sales are made on normal and customary short-term credit terms, generally ranging from 30 to 90 days, or upon delivery of point of sale transactions. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The Company enters into contractual arrangements with customers in the form of individual customer orders which specify the goods, quantity, pricing, and associated order terms. The Company does not have contracts which are satisfied over time. Due to the nature of these contracts, no significant judgment exists in relation to the identification of the customer contract, satisfaction of the performance obligation, or transaction price. The Company expenses incremental costs of obtaining a contract due to the short-term nature of the contracts. Estimated costs of returns, allowances and discounts, based on historic experience, are accrued as a reduction to sales when revenue is recognized. The Company provides customers the right to return eligible products under certain circumstances. At September 29, 2023, the right to returns asset was $ 702 and the accrued returns liability was $ 1,758 . At September 30, 2022, the right to returns asset was $ 768 and the accrued returns liability was $ 2,173 . The Company also offers assurance-type warranties relating to its products sold to end customers that continue to be accounted for under ASC 460 Guarantees. The Company generally accounts for shipping and handling activities as a fulfillment activity, consistent with the timing of revenue recognition; that is, when a customer takes control of the transferred goods. In the event that a customer were to take control of a product upon or after shipment, the Company has made an accounting policy election to treat such shipping and F-29 Table of Contents handling activities as a fulfillment cost. Shipping and handling fees billed to customers are included in "Net Sales," and shipping and handling costs are recognized within "Marketing and selling expenses" in the same period the related revenue is recognized. The Company has a wide variety of seasonal, outdoor recreation products used primarily for fishing from a boat, diving, paddling, hiking and camping, that are sold to a variety of customers in multiple end markets. While there are multiple products sold, the nature of products are similar in terms of the nature of the revenue recognition policies. See Note 13 of these Notes to Consolidated Financial Statements for required disclosures of disaggregated revenue. 13 SEGMENTS OF BUSINESS The Company conducts its worldwide operations through separate business segments, each of which represent major product lines. Operations are conducted in the U.S. and various foreign countries, primarily in Europe, Canada and the Pacific Basin. During the years ended September 29, 2023, September 30, 2022, and October 1, 2021, combined sales to one customer of the Company's Fishing, Camping and Watercraft Recreation segments represented approximately $ 101,392 , $ 97,174 , and $ 114,008 respectively, of the Company's consolidated revenues. The Company sold the Military and Commercial Tent product lines of its Camping business segment to a third party in an asset sale for a purchase price of $ 14,990 during the second quarter of fiscal 2023. The net book value of the assets and liabilities sold was approximately $ 8,350 , resulting in a gain on sale of approximately $ 6,640 , which is recorded in Other (income) expense, net in the Company’s accompanying Condensed Consolidated Statements of Operations. The purchase price and the net proceeds received by the Company related to this sale were subject to customary purchase price adjustment provisions and Company indemnity obligations set forth in the definitive purchase agreement. Accordingly, during the third and fourth fiscal quarter of 2023, a working capital true-up was recorded, which reduced the purchase price and the final net gain to approximately $ 6,560 . The sale did not include the Eureka! brand name or the Eureka! consumer/recreational Camping business line. During fiscal 2023, the Company also developed plans to fully exit the Eureka! brand of the Camping segment, which includes liquidating all remaining consumer inventory of Eureka! branded products and winding down operations. This will allow the Company to focus solely on the Jetboil product line, which we believe has a strong position in the cooking market. The Company incurred expenses of approximately $ 4,800 in fiscal 2023 related to the wind down of the Eureka! branded business, which included accruing exit costs and increasing inventory reserves, as well as incurring a contribution expense for a $ 2,000 donation of Eureka! inventory to a nonprofit organization. These costs are recorded in Costs of Sales and Operating Expenses in the Consolidated Statements of Operations. Other costs will be expensed as incurred and are not expected to be material. Net sales and operating profit include both sales to customers, as reported in the Company’s accompanying Consolidated Statements of Operations, and inter-unit transfers, which are priced to recover costs plus an appropriate profit margin. Total assets represent assets that are used in the Company’s operations in each business segment at the end of the years presented. F-30 Table of Contents A summary of the Company’s operations by business segment is presented below: 2023 2022 2021 Net sales: Fishing: Unaffiliated customers $ 491,890 $ 525,563 $ 552,073 Interunit transfers 1,037 1,019 927 Camping: Unaffiliated customers 45,258 70,308 62,879 Interunit transfers 64 47 42 Watercraft Recreation: Unaffiliated customers 40,590 67,884 66,396 Interunit transfers 178 56 207 Diving Unaffiliated customers 85,031 78,862 69,433 Interunit transfers 38 12 14 Other / Corporate 1,075 738 870 Eliminations ( 1,317 ) ( 1,134 ) ( 1,190 ) Total $ 663,844 $ 743,355 $ 751,651 Operating profit (loss): Fishing $ 41,325 $ 65,433 $ 122,490 Camping 457 13,415 14,025 Watercraft Recreation ( 1,777 ) 6,173 9,173 Diving 6,092 4,705 1,530 Other / Corporate ( 34,357 ) ( 23,416 ) ( 35,935 ) $ 11,740 $ 66,310 $ 111,283 Depreciation and amortization expense: Fishing $ 11,653 $ 9,690 $ 8,770 Camping 469 727 644 Watercraft Recreation 688 620 707 Diving 711 635 765 Other / Corporate 2,774 2,562 2,515 $ 16,295 $ 14,234 $ 13,401 Capital expenditures: Fishing $ 17,427 $ 26,114 $ 18,570 Camping 372 87 399 Watercraft Recreation 2,181 1,079 681 Diving 828 834 742 Other / Corporate 1,860 3,576 1,017 $ 22,668 $ 31,690 $ 21,409 Goodwill, net: Fishing $ 11,172 $ 11,160 Camping — — Watercraft Recreation — — Diving — — $ 11,172 $ 11,160 Total assets (end of period): Fishing $ 363,463 $ 382,850 Camping 53,003 59,247 Watercraft Recreation 26,953 33,496 Diving 83,555 76,475 Other / Corporate 154,632 127,863 $ 681,606 $ 679,931 F-31 Table of Contents A summary of the Company’s operations by geographic area is presented below: 2023 2022 2021 Net sales: United States: Unaffiliated customers $ 569,383 $ 649,867 $ 659,330 Interunit transfers 33,873 34,212 30,593 Europe: Unaffiliated customers 39,155 34,427 30,509 Interunit transfers 9,866 12,109 9,974 Canada: Unaffiliated customers 39,465 44,635 48,867 Interunit transfers — — 12 Other: Unaffiliated customers 15,841 14,425 12,945 Interunit transfers 18 17 106 Eliminations ( 43,757 ) ( 46,337 ) ( 40,685 ) $ 663,844 $ 743,355 $ 751,651 Total assets: United States $ 565,402 $ 581,004 Europe 44,360 40,040 Canada and other 71,844 58,887 $ 681,606 $ 679,931 Long-term assets (1) : United States $ 188,073 $ 177,191 Europe 6,578 6,363 Canada and other 9,948 4,650 $ 204,599 $ 188,204 (1) Long term assets consist of net property, plant and equipment, right of use assets, net intangible assets, goodwill and other assets excluding deferred income taxes. 14 CONTINGENCIES The Company is subject to various legal actions and proceedings in the normal course of business, including those related to commercial disputes, product liability, intellectual property and environmental matters. The Company is insured against loss for certain of these matters. Although litigation is subject to many uncertainties and the ultimate exposure with respect to these matters cannot be ascertained, management does not believe the final outcome of any pending litigation will have a material adverse effect on the financial condition, results of operations, liquidity or cash flows of the Company. F-32 Table of Contents 15 VALUATION AND QUALIFYING ACCOUNTS The following summarizes changes to valuation and qualifying accounts for 2023, 2022 and 2021: Balance at Beginning of Year Additions Charged to Costs and Expenses Less Deductions Balance at End of Year Year Ended September 29, 2023 Allowance for doubtful accounts $ 1,037 $ 177 $ 307 $ 907 Reserves for inventory valuation 9,089 10,225 843 18,471 Valuation of deferred tax assets 6,700 1,067 666 7,101 Reserves for sales returns 2,200 2,448 2,875 1,773 Year ended September 30, 2022 Allowance for doubtful accounts $ 2,494 $ 30 $ 1,487 $ 1,037 Reserves for inventory valuation 5,548 4,409 868 9,089 Valuation of deferred tax assets 6,372 1,072 744 6,700 Reserves for sales returns 2,095 2,429 2,324 2,200 Year ended October 1, 2021 Allowance for doubtful accounts $ 2,697 $ 308 $ 511 $ 2,494 Reserves for inventory valuation 5,385 518 355 5,548 Valuation of deferred tax assets 6,524 1,352 1,504 6,372 Reserves for sales returns 3,043 1,705 2,653 2,095 16 QUARTERLY FINANCIAL SUMMARY (UNAUDITED) The following summarizes quarterly operating results for the years presented below: First Quarter Second Quarter Third Quarter Fourth Quarter (thousands, except per share data) 2023 2022 2023 2022 2023 2022 2023 2022 Net sales $ 178,337 $ 153,524 $ 202,115 $ 189,623 $ 187,047 $ 203,819 $ 96,345 $ 196,389 Gross profit 62,779 60,631 75,335 68,585 77,587 73,509 28,386 68,607 Operating profit (loss) 5,472 13,760 11,390 15,429 17,443 23,799 ( 22,565 ) 13,322 Income (loss) before income taxes 8,166 14,589 19,948 13,210 19,822 19,244 ( 22,112 ) 11,845 Income tax expense (benefit) 2,287 3,733 5,087 3,310 5,021 5,162 ( 6,105 ) 2,192 Net income (loss) $ 5,879 $ 10,856 $ 14,861 $ 9,900 $ 14,801 $ 14,082 $ ( 16,007 ) $ 9,653 Net income (loss) per common share - Basic: Class A $ 0.58 $ 1.08 $ 1.47 $ 0.99 $ 1.46 $ 1.40 $ ( 1.56 ) $ 0.96 Class B $ 0.53 $ 0.98 $ 1.33 $ 0.90 $ 1.33 $ 1.27 $ ( 1.56 ) $ 0.87 Net income (loss) per common share - Diluted: Class A $ 0.57 $ 1.07 $ 1.45 $ 0.97 $ 1.44 $ 1.38 $ ( 1.56 ) $ 0.95 Class B $ 0.57 $ 1.07 $ 1.45 $ 0.97 $ 1.44 $ 1.38 $ ( 1.56 ) $ 0.95 Due to changes in stock prices during the year and the timing of issuance of shares, the cumulative total of quarterly net income per share amounts may not equal the net income per share for the entire year. 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