What changed in this filing

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Item 1. Business

2024-12-11 compared with 2023-12-08 · 30 added, 33 removed, 122 unchanged (34% of the section changed)

20 unchanged sentences

Jetboil portable outdoor cooking systems and Eureka!

consumer recreational camping products and commercial and military tents and accessories.

During fiscal 2023, the Company sold the Military and Commercial Tent product lines of Eureka!, and developed plans to fully exit the Eureka!

brand, which include liquidating inventory and winding down operations.

camping products and accessories.

During fiscal 2023, the Company sold the Military and Commercial Tent product lines of Eureka!, and approved plans to fully exit the Eureka!

brand, which includes the sale of all remaining consumer inventory of Eureka!

branded products and winding down operations by the end of calendar 2024.

Going forward, the Company expects to focus its resources in the Camping segment on marketing and further developing the Jetboil product line.

1 unchanged sentence

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

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

Marketing of Jetboil systems is focused on building brand awareness and leadership in product features and

innovation, primarily through digital marketing and social media.

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

distributors.

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

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

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

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

brand website.

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

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

As noted above, the Company will exit this line of products and begin winding down operations in fiscal 2024.

Watercraft Recreation

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

The Company’s Watercraft Recreation segment designs and markets canoes, kayaks and advanced personal watercraft equipment and products under the Old Town brand name for family recreation, touring and angling.

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

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

The Company’s Watercraft Recreation business competes in the mid to high-end of the product category by introducing product innovations, creating quality products and by focusing on the product-specific needs of each marketing channel.

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

1 unchanged sentence

The Company markets a complete line of underwater diving and snorkeling equipment, including regulators, buoyancy compensators, dive computers and gauges, wetsuits, masks, fins, snorkels and accessories.

The Company manufactures and assembles buoyancy compensators, regulators, dive computers, gauges, and instruments at its Italian and Indonesian facilities, and for certain makes or models, from other third party manufacturers.

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

SCUBAPRO diving equipment is marketed to the premium recreational segment and high-performance technical diving market.

2 unchanged sentences

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

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

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

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

The Company’s communication and distribution strategies reinforce the SCUBAPRO brand’s position as the industry’s quality and innovation leader.

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

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and Eufaula, Alabama.

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

Diving maintains research and

development facilities in Zurich, Switzerland and Casarza Ligure, Italy.

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

5 unchanged sentences

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

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

Minn Kota’s primary competitor in the electric trolling motors business is Lowrance, owned by Brunswick Corporation, Garmin and Power-Pole.

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

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

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

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

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

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

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

Cannon’s main competitors in the downrigger market are Big Jon Sports, Walker and Scotty.

3 unchanged sentences

Competition in this market is based on product size and weight, ease of use, reliability and performance.

The Company’s Camping brands and products compete in the sporting goods and specialty segments of the Camping market.

Competitive brands with a strong position in the sporting goods channel include Coleman® and private label brands.

The Company also competes with specialty companies such as Kelty®, The North Face®, Marmot® and Big Agnes® on the basis of materials and innovative designs for consumers who want performance products priced at a value.

Watercraft Recreation:

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

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

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

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

8 unchanged sentences

Temporary employees are utilized primarily to manage peaks in the seasonal manufacturing of products.

See "Seasonality" below for additional information on the seasonal nature of our business.

The Company remains committed to areas of work place safety, product quality and customer satisfaction.

9 unchanged sentences

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

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

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

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

1 unchanged sentence

The following table shows, for the past three fiscal years, the total consolidated net sales and operating profit or loss of the Company for each quarter, as a percentage of the total year.

As reflected in the table below and as described in greater detail below in the Management's Discussion and Analysis of Financial Condition and Results of Operations, for fiscal 2023 the impact of seasonality on the Company's business returned to more traditional levels experienced by the Company prior to the COVID-19 pandemic.

As a result of the pandemic, the Company's typical seasonality fluctuations among fiscal quarters became disrupted by increased demand for Company products that impacted each of the Company's fiscal quarters during 2022 and 2021.

As reflected in the table below and as described in greater detail below in the Management's Discussion and Analysis of Financial Condition and Results of Operations, for fiscal 2024 and 2023 the impact of seasonality on the Company's business returned to more traditional levels experienced by the Company prior to the COVID-19 pandemic.

As a result of the pandemic, the Company's typical seasonality fluctuations among fiscal quarters became disrupted by increased demand for Company products that more evenly impacted each of the Company's fiscal quarters during 2022.

This demand was also impacted by the lingering effects that the pandemic had on the Company's supply chain and the pricing and availability of raw materials and components during fiscal 2022.

3 unchanged sentences

Sales Operating

Profit (loss)

Sales Operating

5 unchanged sentences

Environment and Climate Change;

The Company is subject to various supranational, federal, state and local environmental laws, ordinances, regulations, and other requirements of governmental authorities.

Social Responsibility

The Company is subject to various supranational, federal, state and local environmental laws, ordinances, regulations, and other requirements of governmental authorities that relate to the generation, storage, transport, treatment and disposals of materials as a result of our manufacturing and production operations.

We believe we comply with such laws and regulations.

Expenditures on environmental compliance have not had, and we believe in the future, are not expected to have, a material adverse effect on the Company’s capital expenditures, earnings or competitive position.

We do not believe that any direct or indirect consequences of legislation related to climate change will have a material adverse effect on our operating costs, facilities or products.

We do not believe that any direct or indirect consequences of legislation related to climate change will have a material adverse effect on our operating costs, facilities or

However, risk of environmental liability and charges associated with maintaining compliance with environmental laws is inherent in the nature of the Company’s business and there is no assurance that material liabilities or charges could not arise.

We are committed to conducting business and making decisions honestly, fairly and within the law, and are guided by the values and beliefs embodied in our “Code of Conduct”.

We are dedicated to earning and keeping the trust and confidence of our shareholders, customers and associates as well as the communities where we do business.

Our “Code of Conduct” provides guidelines and a framework for conducting business in an ethical manner.

We have adopted policies that seek to promote integrity, an ethical work environment, valuing diversity and promoting financial integrity and responsibility, while at the same time prohibiting unethical and illegal practices.

In addition, we annually compile and file a Form SD with the Securities and Exchange Commission regarding “Conflict Minerals Disclosure and Report” as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

The purpose of this report is to help prevent purchasing products used to finance or benefit armed groups in the covered countries of this filing.

Available Information

2 unchanged sentences

In addition, the Company makes available on its website, free of charge, its (a) proxy statement for its annual meeting of shareholders;

(b) Code of Business Conduct;

(b) Code of Conduct;

9 unchanged sentences

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

What changed 10-K

Item 1. Business