JOHNSON OUTDOORS INC 10-Q

Item 5. Other Information (a) Matters Required to be Disclosed on a Form 8-K. Item 1.01 of Form 8-K : Effective as of January 29, 2025, the Company and certain of its subsidiaries entered into a Second Amendment to Amended and Restated Credit Agreement dated as of January 29, 2025 among the Company, certain of the Company’s subsidiaries named therein, PNC Bank, National Association, as lender and as administrative agent, PNC Capital Markets LLC, as sole lead arranger and bookrunner, and the other lender named therein (the “Second Amendment”). The Second Amendment amends the Company’s Amended and Restated Credit Agreement dated as of November 15, 2017, as previously amended, among the Company, certain of the Company’s subsidiaries named therein, PNC Bank, National Association, as lender and as administrative agent, PNC Capital Markets LLC, as sole lead arranger and bookrunner, and the other lender named therein (as amended, the “Revolving Credit Agreement” or “Revolver” or the “Credit Agreement”). The Second Amendment contains the following changes to the Revolver which are only effective until the earlier of (1) the Company’s compliance with both a 3.00x maximum leverage ratio and a 3.50x minimum interest coverage ratio for the trailing twelve month period or (2) delivery of the Company’s fiscal 2025 financial statements and compliance certificate (the “Second Amendment Period”): • suspension of application of the maximum leverage and minimum interest coverage ratios during the Second Amendment Period; • the Company and its subsidiaries must maintain a $50,000 minimum cash balance; • acquisition, dividends, repurchases and distributions permitted, provided the Company and its subsidiaries maintain a $50,000 minimum cash balance; • monthly financial reporting if the facility availability is less than or equal to 95%; and • the granting of a security interest in the Company’s personal property assets if the facility availability is less than or equal to 95%. During the Second Amendment Period, the interest rate on borrowings under the Revolver will equal SOFR plus a 1.75% applicable margin. This description of the Second Amendment and the Credit Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the original Credit 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), the First 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) and the Second Amendment, a copy of which is attached hereto as Exhibit 10.1, and which is incorporated herein by reference. (c) Trading Plans. During the three month period ended December 27, 2024, 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 6. Exhibits See Exhibit Index to this Form 10-Q report. - 26 - Index JOHNSON OUTDOORS INC. SIGNATURES Pursuant to the requirements 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. JOHNSON OUTDOORS INC. Signatures Dated: February 3, 2025 /s/ Helen P. Johnson-Leipold Helen P. Johnson-Leipold Chairman and Chief Executive Officer (Principal Executive Officer) /s/ David W. Johnson David W. Johnson Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) - 27 - Index JOHNSON OUTDOORS INC. Exhibit Index to Quarterly Report on Form 10-Q Exhibit Number Description 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.) 10.1 Second Amendment dated January 29, 2025 to Amended and Restated Credit Agreement dated as of November 15, 2017 among the Company, certain of the Company’s subsidiaries named therein, PNC Bank, National Association, as lender and as administrative agent, PNC Capital Markets LLC, as sole lead arranger and bookrunner, and the other lender named therein. 31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 (1) Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following materials from Johnson Outdoors Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 2024 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income; (iv) Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Shareholders' Equity and (vi) Notes to Condensed 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 Quarterly Report on Form 10-Q for the quarter ended December 27, 2024, formatted in Inline XBRL (included in Exhibit 101). (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. - 28 -