Item 9A. Controls and Procedures
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 October 3, 2025, 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 October 3, 2025 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
(a) Matters Required to be Disclosed on a Form 8-K
Item 1.01 of Form 8-K : Effective as of December 9, 2025, the Company and certain of its subsidiaries entered into a Second Amended and Restated Credit Agreement dated as of December 9, 2025 among the Company, certain of the Company’s subsidiaries named therein, certain guarantors 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 “Credit Agreement”). The Credit Agreement amends and restates the Company’s Amended and Restated Credit Agreement dated as of November 15, 2017, as previously amended effective July 15, 2021 and 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 material provisions of the new Credit Agreement are as follows:
• The new Credit Agreement provides for borrowings of up to an aggregate principal amount not to exceed $50 million through December 9, 2029 (i.e., the maturity date), including letter of credit and swingline borrowing sublimits of $10 million each;
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• Borrowings under the new Credit Agreement are secured generally by substantially all of the personal property of the Company and the subsidiary borrowers. The new credit facility requires springing borrowing base certificate requirements if the availability under the facility is less than $25 million;
• The new Credit Agreement provides the Company with the option to request additional increases in the revolving credit facility for an additional aggregate amount of $50 million (i.e., an aggregate borrowing amount of $100 million) subject to the conditions of the Credit Agreement and subject to the approval of the Lenders;
• Interest is payable under the new Credit Agreement, at the Company’s option, based upon an overnight bank rate, SOFR or the prime rate plus an applicable margin and it resets the interest rate calculation at the Company’s option on an either one, three or six month basis by instituting an applicable margin based on the Company’s net leverage ratio (net of up to $25 million in unrestricted cash and cash equivalents on hand) for the trailing twelve month period. The applicable SOFR margin ranges from 1.25 percent to 2.00 percent;
• The new Credit Agreement requires the Company to maintain a net leverage ratio of less than 3:00 to 1.00 and an interest coverage ratio of not less than 3.50 : 1.00, each tested on a quarterly basis; and
• The new Credit Agreement restricts the Company’s ability to incur additional debt and engage in certain asset or stock acquisitions or dispositions and includes maximum leverage ratio and minimum interest coverage ratio covenants.
•
This description of the Credit Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.20, and which is incorporated herein by reference.
Item 1.02 of Form 8-K : On December 9, 2025, as described in Item 1.01 above, the Company entered into the new Credit Agreement which amended and restated the Company’s Amended and Restated Credit Agreement dated as of November 15, 2017, as previously amended effective July 15, 2021 and 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.
Item 2.03 of Form 8-K : On December 9, 2025, the Company became obligated on direct financial obligations pursuant to the terms of the new Credit Agreement, as described in Item 1.01 above.
(b) Trading Plans
During the three month period ended October 3, 2025, 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
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 2026 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 31, 2026. 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 2026 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 31, 2026.
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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 2026 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 31, 2026.
The information incorporated by reference from “Report of the Compensation Committee” in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 31, 2026, 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 2026 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 31, 2026.
Equity Compensation Plan Information
The following table summarizes share information, as of October 3, 2025, 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 Employees' Stock Purchase Plan. All of these plans have been approved by the Company’s shareholders.
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 121,253 (1) $ — 258,302 (2)
2012 Non-Employee Director Stock Ownership Plan 5,477 — —
2023 Non-Employee Director Stock Ownership Plan
— — 25,807
2009 Employees' Stock Purchase Plan
— — 62,187
Total All Plans 126,730 — 346,296
(1) Includes 121,253 performance stock unit awards at their target values. The ultimate amount of performance stock units that could vest can range from 0% to 200% of the target amount with respect to awards granted in fiscal 2025 and 0% to 150% with respect to awards granted in fiscal years prior to 2025, or from 0 units to 210,776 units for all awards.
(2) Includes 47,526 of future shares to be issued, as well as up to 210,776 shares of performance stock units that may be issued in shares of Class A Common Stock at the maximum earned level.
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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 2026 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 31, 2026. 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 2026 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 31, 2026.
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 2026 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 31, 2026.
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 October 3, 2025, September 27, 2024 and September 29, 2023
• Consolidated Statements of Comprehensive Income (Loss) – Years ended October 3, 2025, September 27, 2024 and September 29, 2023
• Consolidated Balance Sheets – October 3, 2025 and September 27, 2024
• Consolidated Statements of Shareholders’ Equity – Years ended October 3, 2025, September 27, 2024 and September 29, 2023
• Consolidated Statements of Cash Flows – Years ended October 3, 2025, September 27, 2024 and September 29, 2023
• Notes to Consolidated Financial Statements
Exhibits
See Exhibit Index.
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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 12 th day of December 2025.
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 12 th day of December 2025.
/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)
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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.)
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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).
1 0.19
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. (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 27, 2024 and incorporated herein by reference.)
10.20
Second Amended and Restated Credit Agreement dated as of December 9, 2025 among Johnson Outdoors Inc., certain subsidiaries of Johnson Outdoors Inc., certain guarantors named therein, 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.
19
Johnson Outdoors Inc. Insider Trading Policy.
21
Subsidiaries of the Company as of October 3, 2025
23
Consent of Independent Registered Public Accounting Firm.
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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.
101 The following materials from Johnson Outdoors Inc.’s Annual Report on Form 10-K for the fiscal year ended October 3, 2025 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) Consolidated Statements of Operations; (ii) Consolidated Statements of Comprehensive Income (Loss), (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 October 3, 2025 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.
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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 (Loss)
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
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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 October 3, 2025. 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 October 3, 2025, 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
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the 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 October 3, 2025, 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 October 3, 2025, 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 12, 2025 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 12, 2025
F-3
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
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 October 3, 2025 and September 27, 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended October 3, 2025, 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 October 3, 2025 and September 27, 2024, and the results of its operations and its cash flows for each of the three years in the period ended October 3, 2025, 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 October 3, 2025, 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 12, 2025 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 audit 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 matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters 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 gross inventory balance as of October 3, 2025 was $192,453,000, and $21,727,000 in reserves, for a consolidated net inventory balance of $170,726,000, 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:
• We obtained an understanding of the relevant controls related to the obsolete and excess inventory and tested such controls for design and operating effectiveness.
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• 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.
• We performed a retrospective review of current year activity compared to prior year estimates to evaluate management's estimation accuracy.
• We evaluated the reasonableness of management's significant assumptions related to predicted or internally developed forecasted product demand.
Goodwill Impairment
As described in Note 1 to the consolidated financial statements, the Company's goodwill balance was $10,456,000 at October 3, 2025, and is recorded in the Diving reporting unit.. Goodwill is tested for impairment at least annually, at the reporting unit level, by comparing the estimated fair value of the reporting unit to its carrying value. The Company uses a discounted cash flow model, which is considered an income valuation approach, to estimate the fair value of the Diving reporting unit. When the carrying value of the reporting unit exceeds its fair value, an impairment charge is recorded for the amount that the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of the goodwill.
We identified the Company's annual goodwill impairment test for the Diving reporting unit as a critical audit matter due to the significant assumptions made by management to estimate the fair value of the reporting unit, including revenue growth rates, profit margins and the discount rate. Auditing management’s assumptions required a high degree of auditor judgment and an increase in audit effort, including the use of our valuation specialists, due to the impact these assumptions could have on the accounting estimate.
Our audit procedures related to the Company’s estimate of fair value of the Diving reporting unit included the following, among others:
• We obtained an understanding of management’s controls relating to estimating the fair value of the Diving reporting unit and tested such controls for design and operating effectiveness.
• We utilized our valuation specialists to test the reasonableness of the discount rate by comparing the inputs used by management to publicly available market data.
• We developed an independent estimate of the Diving reporting unit's fair value using a combination of historical results achieved by the Diving reporting unit and publicly available market data for the Diving reporting unit's industry and compared our independent estimate to management's estimate of fair value.
• We tested the underlying data used by management for completeness and accuracy by comparing it to source information.
• We tested the mathematical accuracy of management’s discounted cash flow model.
We have served as the Company’s auditor since 2010.
/s/ RSM US LLP
Milwaukee, Wisconsin
December 12, 2025
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CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended
(thousands, except per share data)
October 3
2025 September 27
2024 September 29
2023
Net sales $ 592,415 $ 592,846 $ 663,844
Cost of sales 384,322 391,866 419,757
Gross profit 208,093 200,980 244,087
Operating expenses:
Marketing and selling 134,455 144,564 144,446
Administrative management, finance and information systems 57,627 57,643 56,497
Goodwill impairment — 11,173 —
Research and development 32,202 31,122 31,404
Total operating expenses 224,284 244,502 232,347
Operating (loss) profit ( 16,191 ) ( 43,522 ) 11,740
Interest income ( 3,783 ) ( 4,844 ) ( 4,543 )
Interest expense 224 152 152
Other income, net ( 3,353 ) ( 8,968 ) ( 9,693 )
(Loss) profit before income taxes ( 9,279 ) ( 29,862 ) 25,824
Income tax expense (benefit) 25,015 ( 3,329 ) 6,290
Net (loss) income $ ( 34,294 ) $ ( 26,533 ) $ 19,534
Weighted average common shares - Basic:
Class A 9,056 9,013 8,968
Class B 1,208 1,208 1,208
Dilutive stock options and restricted stock units — — 19
Weighted average common shares - Dilutive 10,264 10,221 10,195
Net (loss) income per common share - Basic:
Class A $ ( 3.35 ) $ ( 2.60 ) $ 1.93
Class B $ ( 3.35 ) $ ( 2.60 ) $ 1.75
Net (loss) income per common share - Diluted:
Class A $ ( 3.35 ) $ ( 2.60 ) $ 1.90
Class B $ ( 3.35 ) $ ( 2.60 ) $ 1.90
Dividends declared per common share:
Class A $ 1.32 $ 1.32 $ 1.26
Class B $ 1.20 $ 1.20 $ 1.15
The accompanying notes are an integral part of the Consolidated Financial Statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended
(thousands, except per share data)
October 3
2025 September 27
2024 September 29
2023
Net (loss) income $ ( 34,294 ) $ ( 26,533 ) $ 19,534
Other comprehensive income (loss):
Foreign currency translation 1,300 2,475 2,790
Unrealized (loss) gain on available-for-sale securities, net of tax ( 17 ) 138 ( 121 )
Change in pension plans, net of tax 42 28 34
Total other comprehensive income (loss) 1,325 2,641 2,703
Total comprehensive (loss) income $ ( 32,969 ) $ ( 23,892 ) $ 22,237
The accompanying notes are an integral part of the Consolidated Financial Statements.
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CONSOLIDATED BALANCE SHEETS
(thousands, except share data)
October 3
2025 September 27
2024
ASSETS
Current assets:
Cash and cash equivalents $ 176,399 $ 145,498
Short-term investments — 16,541
Accounts receivable, net 50,454 40,649
Inventories, net 170,726 209,788
Other current assets 11,209 16,252
Total current assets 408,788 428,728
Property, plant and equipment, net of accumulated depreciation of $ 210,262 and $ 192,890 , respectively
93,744 96,922
Right of use assets 46,570 47,547
Deferred income taxes 3,074 23,420
Goodwill 10,456 —
Other intangible assets, net 9,529 8,320
Deferred compensation plan assets 30,681 29,092
Other assets 1,261 1,183
Total assets $ 604,103 $ 635,212
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable 40,085 36,077
Current lease liability 8,260 7,528
Accrued liabilities:
Salaries, wages and benefits 20,649 12,408
Accrued warranty 12,149 10,211
Income taxes payable 1,757 2,109
Accrued discounts and returns 7,063 7,430
Accrued customer programs 4,373 4,200
Other 10,304 10,481
Total current liabilities 104,640 90,444
Non-current lease liability 40,424 41,806
Deferred income taxes 2,061 1,913
Retirement benefits 1,706 1,645
Deferred compensation plan liability 30,681 29,092
Other liabilities 6,172 6,888
Total liabilities 185,684 171,788
Shareholders' equity:
Preferred stock: no ne issued
— —
Common stock:
Class A shares issued and outstanding: 9,166,621 and 9,093,978 , respectively
460 456
Class B shares issued and outstanding: 1,206,210 and 1,207,760 , respectively
61 61
Capital in excess of par value 91,867 90,146
Retained earnings 321,768 369,592
Accumulated other comprehensive income 7,289 5,964
Treasury stock at cost, shares of Class A common stock: 48,259 and 42,654 , respectively
( 3,026 ) ( 2,795 )
Total shareholders' equity 418,419 463,424
Total liabilities and shareholders' equity $ 604,103 $ 635,212
The accompanying notes are an integral part of the Consolidated Financial Statements.
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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 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 )
Net loss — — — ( 26,533 ) — —
Dividends declared — — — ( 13,449 ) — —
Issuance of stock under employee stock purchase plan 4,937 — 172 — — —
Award of non-vested shares 63,164 3 ( 3 ) — — —
Stock-based compensation — — 1,292 — — —
Currency translation adjustment — — — — 2,475 —
Unrealized gain (loss) on available-for-sale securities, net of tax — — — — 138 —
Change in pension plans, net of tax — — — — 28 —
Non-vested stock forfeitures ( 7,237 ) — 451 — — ( 451 )
Purchase of treasury stock at cost ( 10,075 ) — — — — ( 436 )
BALANCE AT SEPTEMBER 27, 2024 10,301,738 517 90,146 369,592 5,964 ( 2,795 )
Net loss — — — ( 34,294 ) — —
Dividends declared — — — ( 13,530 ) — —
Issuance of stock under employee stock purchase plan 6,203 — 120 — — —
Award of non-vested shares 72,045 4 ( 4 ) — — —
Stock-based compensation — — 1,495 — — —
B to A conversion — — ( 90 ) — — 90
Currency translation adjustment — — — — 1,300 —
Unrealized gain (loss) on available-for-sale securities, net of tax — — — — ( 17 ) —
Change in pension plans, net of tax — — — — 42 —
Non-vested stock forfeitures ( 3,690 ) — 200 — — ( 200 )
Purchase of treasury stock at cost ( 3,465 ) — — — — ( 121 )
BALANCE AT OCTOBER 3, 2025 10,372,831 $ 521 $ 91,867 $ 321,768 $ 7,289 $ ( 3,026 )
The accompanying notes are an integral part of the Consolidated Financial Statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended
(thousands) October 3
2025 September 27
2024 September 29
2023
CASH PROVIDED BY OPERATING ACTIVITIES
Net (loss) income $ ( 34,294 ) $ ( 26,533 ) $ 19,534
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation 20,044 19,269 16,005
Amortization of intangible assets 583 339 290
Amortization of deferred financing costs 79 35 35
Loss (gain) on sale of productive assets 80 ( 1,874 ) ( 6,410 )
Impairment losses — 11,173 —
Stock based compensation 1,495 1,292 2,446
Provision for credit losses 1,053 2,914 177
Provision for inventory reserves 1,081 10,985 10,225
Deferred income taxes 20,603 ( 5,094 ) ( 6,925 )
Change in operating assets and liabilities:
Accounts receivable, net ( 10,323 ) ( 272 ) 48,292
Inventories, net 40,897 42,110 ( 28,381 )
Accounts payable and accrued liabilities 11,074 ( 14,657 ) ( 10,800 )
Other current assets 5,093 ( 806 ) ( 5,444 )
Other non-current assets ( 57 ) 119 130
Other long-term liabilities ( 1,851 ) 2,371 2,634
Other, net 649 ( 387 ) ( 95 )
56,206 40,984 41,713
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES
Payments for purchase of business ( 12,197 ) — —
Purchase of short-term investments — ( 2,218 ) ( 40,696 )
Proceeds from maturities of short-term investments 16,316 27,025 —
Capital expenditures ( 15,975 ) ( 22,018 ) ( 22,668 )
Proceeds from sale of productive assets — 2,245 14,990
( 11,856 ) 5,034 ( 48,374 )
CASH USED FOR FINANCING ACTIVITIES
Debt issuance costs paid ( 55 ) — —
Common stock transactions 120 172 266
Dividends paid ( 13,507 ) ( 13,431 ) ( 12,554 )
Purchases of treasury stock ( 121 ) ( 436 ) ( 444 )
( 13,563 ) ( 13,695 ) ( 12,732 )
Effect of foreign currency rate changes on cash 114 1,321 1,444
Increase (decrease) in cash and cash equivalents 30,901 33,644 ( 17,949 )
CASH AND CASH EQUIVALENTS
Beginning of period 145,498 111,854 129,803
End of period $ 176,399 $ 145,498 $ 111,854
Supplemental Disclosure:
Accrued dividends $ 23 $ 18 $ 227
Non-cash treasury activity 110 451 938
Cash (received) paid for taxes ( 933 ) 2,065 17,129
Cash paid for interest 171 115 114
The accompanying notes are an integral part of the Consolidated Financial Statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 3, 2025
(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 year ended October 3, 2025 (hereinafter 2025) comprised 53 weeks and the fiscal years ended September 27, 2024 (hereinafter 2024) and September 29, 2023 (hereinafter 2023) each 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 October 3, 2025, the Company held approximately $ 69,015 of cash and cash equivalents in bank accounts in foreign jurisdictions.
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 accompanying Consolidated Statements of Shareholders' Equity. Amortization of premium or discount is reported as Interest income in the accompanying Consolidated Statements of Operations.
Cost for marketable securities is determined using the specific identification method. There were no marketable securities held as of October 3, 2025. The following table summarizes the amortized costs and fair values of the Company's marketable securities measured at fair value as of September 27, 2024:
Amortized Cost Fair Value Gross unrealized gains Gross unrealized losses
Fixed rate US Government Bonds $ 7,493 $ 7,496 $ 3 $ —
Fixed rate Canadian Government Bonds 9,025 9,045 20 —
Total $ 16,518 $ 16,541 $ 23 $ —
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Proceeds from the maturities of available-for-sale securities were $ 16,316 , $ 27,025 , and $ 0 during the years ended October 3, 2025, September 27, 2024 and September 29, 2023, respectively. During the year ended September 27, 2024, $ 2,218 of investments were purchased with proceeds from maturities. There were no other sales or purchases of available-for-sale securities for the years ended October 3, 2025, September 27, 2024 and September 29, 2023. There were no unrealized gains or losses reclassified out of accumulated other comprehensive income during the same periods.
At September 27, 2024 contractual maturities were all within one year from the period end and therefore were classified as Short-Term Investments on the Consolidated Balance Sheets. See Note 4 "Fair Value Measurements" for further discussion.
Accounts Receivable
Accounts receivable are recorded at face value less an allowance for credit losses. The allowance for credit losses is based on a combination of factors and it is the Company's best estimate of the amount of estimated lifetime credit losses in accounts receivable. 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 credit losses 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 credit losses after collection efforts have been exhausted. The Company typically does not require collateral on its accounts receivable. The allowance for credit losses is included within Accounts Receivable, net in the accompanying Consolidated Balance Sheets. The Company had no customers that individually accounted for more than 10% of the Company's trade accounts receivable.
Contractual accounts receivable was $ 51,686 and $ 44,192 , with an allowance for credit losses of $ 1,232 and $ 3,543 , as of October 3, 2025 and September 27, 2024, respectively. See Note 15 "Valuation and Qualifying Accounts" for activity related to the allowance for credit losses during the year.
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. The Company had no suppliers individually accounting for more than 10% of the Company's purchases.
Inventories at the end of the respective fiscal years consisted of the following:
October 3
2025 September 27
2024
Raw materials $ 90,993 $ 103,780
Finished goods 79,733 106,008
$ 170,726 $ 209,788
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:
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2025 2024
Property improvements $ 330 $ 330
Buildings and improvements 37,082 36,135
Furniture and fixtures, equipment and computer software 266,594 253,347
304,006 289,812
Less accumulated depreciation 210,262 192,890
$ 93,744 $ 96,922
Depreciation expense for the Company was $ 20,044 , $ 19,269 , and $ 16,005 for the fiscal years ended October 3, 2025, September 27, 2024, and September 29, 2023, respectively.
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 Company can elect to perform a quantitative or qualitative test of impairment.
The Company performed a quantitative impairment assessment for goodwill for fiscal years 2025, 2024 and 2023. In conducting its analysis, the Company uses the income approach, through the use of a discounted cash flow model, to compare the reporting unit’s carrying value to its indicated fair value. The discounted cash flow model used to estimate the fair value of a reporting unit requires considerable management judgment to determine the key assumptions and is considered a Level 3 (unobservable) fair value determination in the fair value hierarchy (see Note 4 below).
During the fourth quarter of fiscal 2024, the Company's annual goodwill impairment test indicated the carrying value of the Fishing reporting unit exceeded its estimated fair value as of the measurement date of August 30, 2024. As a result, the Company recognized a goodwill impairment charge in the fourth quarter of fiscal 2024 of $ 11,173 , which was recorded in "Goodwill Impairment" in the accompanying Consolidated Statements of Operations in the Fishing segment, thereby reducing the carrying value of this goodwill to $ 0 . This non-cash impairment was primarily driven by reduced cash flow projections in the Fishing reporting unit, prompted by ongoing market challenges and competitive pressure.
The results of the impairment tests performed in 2025 and 2023 indicated no impairment to the Company’s goodwill.
The changes in the carrying amount and the composition of the Company's goodwill for fiscal 2025 and 2024 were as follows:
Fishing Camping & Watercraft Diving Total
Balance at September 29, 2023
Goodwill $ 17,401 $ 13,280 $ 33,078 $ 63,759
Accumulated impairment losses ( 6,229 ) ( 13,280 ) ( 33,078 ) ( 52,587 )
11,172 — — 11,172
Currency translation 1 — — 1
Impairment loss ( 11,173 ) — — ( 11,173 )
Balance at September 27, 2024
Goodwill 17,402 13,280 33,078 63,760
Accumulated impairment losses ( 17,402 ) ( 13,280 ) ( 33,078 ) ( 63,760 )
— — — —
Acquisition — — 10,231 10,231
Currency translation — — 225 225
Balance at October 3, 2025
Goodwill 17,402 13,280 43,534 74,216
Accumulated impairment losses ( 17,402 ) ( 13,280 ) ( 33,078 ) ( 63,760 )
$ — $ — $ 10,456 $ 10,456
See Note 17 "Acquisitions" for further discussion regarding the acquisition of goodwill during the year ended October 3, 2025.
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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 2025, 2024 or 2023.
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 $ 583 , $ 339 and $ 290 for 2025, 2024 and 2023, respectively. Amortization of these definite-lived intangible assets is expected to be approximately $ 559 for fiscal 2026, $ 542 for fiscal 2027, $ 336 for fiscal 2028, $ 295 for both fiscal 2029 and fiscal 2030.
Intangible assets at the end of the last two years consisted of the following:
2025 2024
Gross
Intangible Accumulated
Amortization Net Gross
Intangible Accumulated
Amortization Net
Amortized other intangible assets:
Patents and trademarks $ 5,611 $ ( 4,357 ) $ 1,254 $ 4,111 $ ( 4,107 ) $ 4
Other amortizable intangibles 13,143 ( 11,893 ) 1,250 12,597 ( 11,306 ) 1,291
Non-amortized trademarks 7,025 — 7,025 7,025 — 7,025
$ 25,779 $ ( 16,250 ) $ 9,529 $ 23,733 $ ( 15,413 ) $ 8,320
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 quarter of fiscal 2024, the Company determined that indicators of potential impairment of long-lived assets were present in the Watercraft and Fishing segments, and, as a result, the Company performed an analysis of future undiscounted cash flows, which exceeded the carrying value of the respective asset groups. Therefore, it was determined there was no impairment of any long-lived assets during fiscal 2024. During the fourth quarters of fiscal 2025 and 2023, 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 of any long-lived assets during fiscal 2025 or 2023.
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 October 3, 2025.
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
Expense accruals for warranties issued during the period 8,758
Less current period warranty claims paid ( 10,288 )
Balance at September 27, 2024 $ 10,211
Expense accruals for warranties issued during the period 11,989
Less current period warranty claims paid ( 10,051 )
Balance at October 3, 2025 $ 12,149
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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 2025, 2024 and 2023 were as follows:
2025 2024 2023
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 $ 7,356 $ — $ 7,356 $ 6,056 $ — $ 6,056 $ 3,581 $ — $ 3,581
Unrealized loss on available-for-sale securities — — — 23 ( 6 ) 17 ( 163 ) 42 ( 121 )
Unamortized loss on pension plans ( 194 ) 127 ( 67 ) ( 237 ) 128 ( 109 ) ( 276 ) 139 ( 137 )
Accumulated other comprehensive income $ 7,162 $ 127 $ 7,289 $ 5,842 $ 122 $ 5,964 $ 3,142 $ 181 $ 3,323
The reclassifications out of AOCI for the years ended October 3, 2025, September 27, 2024, and September 29, 2023 were as follows:
2025 2024 2023 Statement of Operations
Presentation
Unamortized loss on defined benefit pension plans
Amortization of loss $ 43 $ 39 $ 45 Cost of sales / Operating expense
Tax effects ( 1 ) ( 11 ) ( 11 ) Income tax expense
Total reclassifications for the period $ 42 $ 28 $ 34
The changes in AOCI by component, net of tax, for the year ended October 3, 2025 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 27, 2024 $ 6,056 $ 17 $ ( 109 ) $ 5,964
Other comprehensive income before reclassifications 1,300 ( 23 ) — 1,277
Amounts reclassified from accumulated other comprehensive income — — 43 43
Tax effects — 6 ( 1 ) 5
Balance at October 3, 2025 $ 7,356 $ — $ ( 67 ) $ 7,289
The changes in AOCI by component, net of tax, for the year ended September 27, 2024 were as follows:
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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 29, 2023 $ 3,581 $ ( 121 ) $ ( 137 ) $ 3,323
Other comprehensive income before reclassifications 2,475 186 — 2,661
Amounts reclassified from accumulated other comprehensive income — — 39 39
Tax effects — ( 48 ) ( 11 ) ( 59 )
Balance at September 27, 2024 $ 6,056 $ 17 $ ( 109 ) $ 5,964
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 October 3, 2025 and September 27, 2024, basic net loss per share for Class A and Class B shares was the same because there were no cumulative undistributed earnings. For the year ended September 29, 2023, 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 or no undistributed income because distributions through dividends exceed net income, 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 October 3, 2025 and September 27, 2024, the effect of non-vested restricted stock units is excluded from the diluted loss per share calculation as their inclusion would have been anti-dilutive. For the year ended September 29, 2023, 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 84,167 , 67,285 and 63,506 shares for the years ended October 3, 2025, September 27, 2024 and September 29, 2023, 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 93,214 , 70,715 and 49,531 shares for the years ended October 3, 2025, September 27, 2024 and September 29, 2023, respectively.
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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:
2025 2024 2023
Net (loss) income
$ ( 34,294 ) $ ( 26,533 ) $ 19,534
Less: Undistributed loss (earnings) reallocated to non-vested shareholders
— — ( 122 )
Dilutive (loss) earnings
$ ( 34,294 ) $ ( 26,533 ) $ 19,412
Weighted average common shares – Basic:
Class A 9,056 9,013 8,968
Class B 1,208 1,208 1,208
Dilutive restricted stock units
— — 19
Weighted average common shares - Dilutive 10,264 10,221 10,195
Net (loss) income per common share – Basic:
Class A $ ( 3.35 ) $ ( 2.60 ) $ 1.93
Class B $ ( 3.35 ) $ ( 2.60 ) $ 1.75
Net (loss) income per common share – Diluted:
Class A $ ( 3.35 ) $ ( 2.60 ) $ 1.90
Class B $ ( 3.35 ) $ ( 2.60 ) $ 1.90
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 $ 126 , $ 385 and $ 114 in 2025, 2024, and 2023, respectively, which were included in Other income, net in the accompanying Consolidated Statements of Operations.
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Because the Company operates internationally, it has exposure to market risk from movements in foreign currency exchange rates. Approximately 13 % of the Company’s revenues for the year ended October 3, 2025 were denominated in currencies other than the U.S. dollar. Approximately 6 % were denominated in euros and approximately 5 % were denominated in Canadian 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 2025, 2024 or 2023. 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 2025, 2024 and 2023 totaled $ 34,890 , $ 44,732 and $ 35,503 , respectively. These charges are included in “Marketing and selling expenses.” Capitalized advertising costs, included in Other current assets, totaled $ 488 and $ 413 at October 3, 2025 and September 27, 2024, 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 $ 12,379 , $ 13,196 and $ 15,519 for 2025, 2024 and 2023, 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 $ 75,030 , less accumulated amortization of $ 45,759 , at October 3, 2025 and $ 66,909 , less accumulated amortization of $ 41,284 , at September 27, 2024. These costs are amortized over the expected life of the software of three to seven years . Amortization expense related to capitalized software in 2025, 2024 and 2023 was $ 4,475 , $ 3,350 and $ 4,062 , 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 October 3, 2025 and September 27, 2024 due to the short maturities of these instruments. During 2025, 2024 and 2023, 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
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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.
See Note 4 of these Notes to Consolidated Financial Statements for disclosures regarding fair value measurements.
New Accounting Pronouncements
Recently issued accounting pronouncements
In November 2023, the Financial Account Standards Board (FASB), issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is intended to improve the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses. The amendments in this ASU do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments to this standard apply to all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance for the year ending October 3, 2025 and subsequent interim periods. The adoption of this standard did not impact the Company’s results of operations or financial position. See Note 13 Segments of Business for the new disclosures required by the standard.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses: Measurement of Credit Losses for
Accounts Receivable and Contract Assets (Topic 326). The update permits entities to elect a practical expedient for estimating
expected credit losses on current trade receivables and current contract assets by assuming that conditions existing at the
balance sheet date will remain unchanged over the life of those assets. The updated standard is effective for fiscal years
beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. The
Company is currently assessing the impact of the amendment to this standard on its consolidated financial statements.
In November 2024, the FASB, issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Clarifying the Effective Date , which is intended to clarify the effective date of ASU No. 2024-03. As clarified in ASU 2025-01, the new guidance is effective for annual reporting periods beginning after December 15, 2026 with early adoption permitted. While we anticipate that the adoption of this standard will require additional disclosures, the Company is currently assessing the impact of the amendment to this standard on its consolidated financial statements.
In December 2023, the FASB, issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU are effective for the Company in fiscal 2026 on a prospective basis, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures, but this standard update will not have an impact on the Company's results of operations or financial position.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU covers a variety of codification topics, and the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all entities within the scope of the affected Codification subtopics, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the associated amendment will be removed from the Codification and will not become effective for any entities. The Company will monitor the removal of various requirements from the current regulations to determine when to adopt the related amendments, but it does not anticipate that the adoption of the new guidance will have a material impact on the Company’s consolidated financial statements and related disclosures.
2 INDEBTEDNESS
The Company had no outstanding debt at October 3, 2025 or September 27, 2024.
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
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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).
On January 29, 2025, the Company entered into a Second Amendment to this credit facility that reduced the Revolver to $ 50,000 (but maintained the accordion feature) and modified the terms of the Credit Agreement as disclosed below for the period from the amendment date until the earlier of (1) the Company’s compliance with both a 3.00 x maximum leverage ratio and a 3.50 x 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 %.
Other key provisions of the credit facility remained as outlined herein and the description herein 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 aforementioned Second Amendment (a copy of which was filed as Exhibit 10.1 to the quarterly report on Form 10-Q dated and filed with the Securities and Exchange Commission on February 3, 2025).
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 ratio for the trailing twelve month period. The interest rates on the Revolver were approximately 5.2 % at October 3, 2025 and 6.0 % at September 27, 2024.
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.
Subsequent to year-end, effective as of December 9, 2025, the Company entered into a Second Amended and Restated Credit Agreement with its lenders. A description of the terms of the new revolving credit facility is set forth under Item 9B of the Company’s Form 10-K for the fiscal year ending October 3, 2025.
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 $ 67 at October 3, 2025 and September 27, 2024, respectively. The Company had no other unsecured lines of credit as of October 3, 2025 or September 27, 2024.
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.
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3 RESERVED
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.
• 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 carrying value of accounts receivable and accounts payable approximate fair value because of the short-term maturity of those instruments.
The following table summarizes the Company’s financial assets measured at fair value as of October 3, 2025:
Level 1 Level 2 Level 3 Total
Assets:
Rabbi trust assets $ 30,680 $ — $ — $ 30,680
Marketable securities — — — —
Total $ 30,680 $ — $ — $ 30,680
The following table summarizes the Company’s financial assets measured at fair value as of September 27, 2024:
Level 1 Level 2 Level 3 Total
Assets:
Rabbi trust assets $ 29,059 $ — $ — $ 29,059
Marketable securities — 16,541 — 16,541
Total $ 29,059 $ 16,541 $ — $ 45,600
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.
Marketable securities are classified as available-for-sale, 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 effect of changes in the fair value of financial instruments on the Consolidated Statements of Operations for the years ended October 3, 2025, September 27, 2024 and September 29, 2023 was:
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Location of income recognized in Statement of
Operations 2025 2024 2023
Rabbi trust assets Other (income) expense, net $ ( 1,448 ) $ ( 6,669 ) $ ( 2,862 )
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 2025, 2024, or 2023.
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 October 3, 2025, 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). Variable lease payments are expensed in the period in which the obligation for those payments was incurred. 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 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 October 3, 2025, the components of lease expense recognized in the accompanying Consolidated Statements of Operations were as follows:
Year ended Year ended Year ended
October 3, 2025 September 27, 2024 September 29, 2023
Lease Cost
Operating lease costs $ 10,780 $ 9,889 $ 9,819
Short-term lease costs 2,188 2,393 2,493
Variable leases costs 207 172 171
Total lease cost $ 13,175 $ 12,454 $ 12,483
Included in the amounts in the table above was rent expense to related parties of $ 1,278 , $ 1,255 and $ 1,255 , for the years ended October 3, 2025 September 27, 2024, and September 29, 2023, respectively.
As of October 3, 2025 and September 27, 2024, 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 October 3, 2025. As of October 3, 2025, 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:
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Year ended Year ended
October 3, 2025 September 27, 2024
Operating leases:
Operating lease ROU assets $ 46,570 $ 47,547
Current operating leases liabilities 8,260 7,528
Non-current operating lease liabilities 40,424 41,806
Total operating lease liabilities $ 48,684 $ 49,334
Weighted average remaining lease term (in years) 10.14 11.15
Weighted average discount rate 3.38 % 3.21 %
Cash paid for amounts included in the measurement of lease liabilities $ 10,106 $ 9,194
ROU assets obtained in exchange for lease liabilities $ 8,123 $ 3,906
Future minimum rental commitments under non-cancelable operating leases with an initial lease term in excess of one year at October 3, 2025 were as follows:
Year Related parties included
in total Total
2026 $ 1,348 $ 9,760
2027 226 8,026
2028 — 5,478
2029 — 4,099
2030 — 3,796
Thereafter — 26,538
Total undiscounted lease payments 1,574 57,697
Less: Imputed interest ( 15 ) ( 9,013 )
Total net lease liability $ 1,559 $ 48,684
6 INCOME TAXES
The U.S. and foreign income before income taxes for the respective years consisted of the following:
2025 2024 2023
United States $ ( 11,745 ) $ ( 32,560 ) $ 16,070
Foreign 2,466 2,698 9,754
$ ( 9,279 ) $ ( 29,862 ) $ 25,824
Income tax expense for the respective years consisted of the following:
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2025 2024 2023
Current:
Federal $ 1,595 $ 159 $ 7,631
State 597 40 2,267
Foreign 2,193 1,618 3,286
Deferred 20,630 ( 5,146 ) ( 6,894 )
$ 25,015 $ ( 3,329 ) $ 6,290
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:
2025 2024
Deferred tax assets:
Inventories $ 5,139 $ 6,126
Compensation 5,437 4,386
Lease liabilities
10,299 10,746
Tax credit carryforwards 1,670 2,272
Net operating loss carryforwards 9,407 5,374
Research and Experimental Expenditures 12,881 8,846
Other 7,820 7,510
Total gross deferred tax assets 52,653 45,260
Less valuation allowance 35,725 6,367
Deferred tax assets 16,928 38,893
Deferred tax liabilities:
Goodwill and other intangibles 2,200 1,395
Right of Use assets
9,806 10,316
Depreciation and amortization 3,097 4,941
Foreign statutory reserves 812 734
Net deferred tax assets $ 1,013 $ 21,507
The net deferred tax assets recorded in the accompanying Consolidated Balance Sheets as of the years ended October 3, 2025 and September 27, 2024 were as follows:
2025 2024
Non-current assets $ 3,074 $ 23,420
Non-current liabilities 2,061 1,913
Net deferred tax assets $ 1,013 $ 21,507
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:
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2025 2024 2023
Statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 %
State income tax, net of federal benefit 4.6 % 2.2 % 3.4 %
Uncertain tax positions, net of settlements 2.0 % — % ( 0.3 ) %
Foreign-derived intangible income ("FDII") deduction 1.7 % — % ( 2.3 ) %
Foreign tax rate differences ( 4.6 ) % ( 4.5 ) % 2.2 %
Compensation ( 9.0 ) % ( 3.8 ) % 2.4 %
Changes in estimates related to prior years tax return filing 8.2 % ( 0.2 ) % ( 1.3 ) %
Goodwill impairment — % ( 7.3 ) % — %
Deferred tax asset - valuation allowance ( 294.4 ) % 3.5 % 1.7 %
Tax Credits 2.6 % 1.6 % ( 2.5 ) %
Other ( 1.7 ) % ( 1.4 ) % 0.1 %
( 269.6 ) % 11.1 % 24.4 %
The Company considered both positive and negative evidence in evaluating the need for a valuation allowance relating to the deferred tax assets of the U.S. tax jurisdiction. Based on projections for the U.S. tax jurisdictions the Company determined that it was more likely than not that certain deferred tax assets will not be realized and a valuation allowance balance of $ 25,880 was reported against the net deferred tax assets for the U.S.
The Company’s net operating loss carryforwards and their expirations as of October 3, 2025 were as follows:
State Foreign Total
Year of expiration
2026-2030 $ 2,624 $ 13,874 $ 16,498
2031-2035 1,946 4,166 6,112
2036-2040 5,263 — 5,263
2041-2045 994 — 994
Indefinite 5,589 23,361 28,950
Total $ 16,416 $ 41,401 $ 57,817
The Company has tax credit carryforwards as follows:
State Federal Total
Year of expiration
2026-2030 $ 1,158 $ — $ 1,158
2031-2035 478 — 478
2036-2040 34 — 34
2041-2045 — — —
Total $ 1,670 $ — $ 1,670
A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:
2025 2024
Beginning balance $ 6,072 $ 6,096
Gross increases - tax positions in prior period — —
Gross decreases - tax positions in prior period — —
Gross increases - tax positions in current period 465 460
Settlements — —
Lapse of statute of limitations
( 695 ) ( 484 )
Ending balance $ 5,842 $ 6,072
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The total accrued interest and penalties with respect to income taxes was $ 2,022 and $ 2,014 for the years ended October 3, 2025 and September 27, 2024, respectively. The Company’s liability for unrecognized tax benefits as of October 3, 2025 was $ 5,842 , and if recognized, $ 4,934 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 $ 8 , $ 101 and $ 47 were recorded as a component of income tax expense in the accompanying Consolidated Statements of Operations during fiscal years 2025, 2024 and 2023, 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 $ 6.1 million would have been necessary as of October 3, 2025.
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. The Company is under examination in Germany for fiscal years 2018, 2019, 2020, and 2021 with anticipated completion next fiscal year with no material adjustments. It is possible in the future that other jurisdictions 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 2022-2025
Canada 2021-2025
France 2021-2025
Germany 2019-2025
Italy 2023-2025
Switzerland 2015-2025
On July 4, 2025, the One Big Beautiful Bill (OBBB) Act, which includes a broad range of tax reform provisions, was signed into law in the United States. The Company does not believe it will have a significant impact on its estimated annual effective tax rate.
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 $ 2,136 , $ 2,187 and $ 2,190 for 2025, 2024 and 2023, 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 $ 30,681 and $ 29,092 as of October 3, 2025 and September 27, 2024, respectively. See “Note 4 Fair Value Measurements” for additional information.
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.
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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:
2025 2024
Class A, $ 0.05 par value:
Authorized 20,000,000 20,000,000
Outstanding 9,166,621 9,093,978
Class B, $ 0.05 par value:
Authorized 3,000,000 3,000,000
Outstanding 1,206,210 1,207,760
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 2025 and 2024 there were 1,550 and 0 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 284,109 shares of the Company’s Class A common stock available for grant to key executives and non-employee directors at October 3, 2025. 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 $ 207 and $ 351 , and $ 95 for 2025, 2024, and 2023, respectively, from the vesting of restricted stock and restricted stock units. These amounts were recorded as a component of income tax (benefit) expense. The Company recognizes forfeitures of non-vested equity awards as incurred.
Non-Vested Stock
All outstanding 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 October 3, 2025 related to the Company’s stock ownership plans is as follows:
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Shares Weighted Average
Grant Price
Non-vested stock at September 29, 2023 61,242 $ 66.48
Non-vested stock grants 38,868 48.70
Non-vested stock vested ( 36,484 ) 58.85
Restricted stock forfeited ( 7,237 ) 62.36
Non-vested stock at September 27, 2024 56,389 59.69
Non-vested stock grants 67,312 30.20
Non-vested stock vested ( 27,117 ) 52.73
Restricted stock forfeited ( 3,690 ) 54.20
Non-vested stock October 3, 2025 92,894 40.56
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 2,417 and 7,744 during 2025 and 2024, respectively. The fair value of restricted stock vested during 2025, 2024 and 2023 was approximately $ 803 , $ 1,562 and $ 909 , respectively.
Stock compensation expense, net of forfeitures, related to non-vested stock was $ 1,739 , $ 1,690 and $ 1,612 during 2025, 2024 and 2023, respectively. The tax benefit recognized during 2025, 2024 and 2023 related to stock based compensation was $ 422 , $ 410 and $ 390 , respectively. Unrecognized compensation cost related to non-vested stock as of October 3, 2025 was $ 1,646 , which amount will be amortized to expense through November 2027 or adjusted for changes in future estimated or actual forfeitures.
Restricted Stock Units
All restricted stock units awarded by the Company during fiscal 2025 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 September 29, 2023 68,244 $ 76.38
RSUs granted 38,054 54.20
RSUs vested ( 17,516 ) 88.49
RSUs forfeited ( 4,590 ) 62.65
RSUs at September 27, 2024 84,192 64.58
RSUs granted 57,792 33.14
RSUs vested and canceled due to performance targets not being met
( 17,041 ) 101.22
RSUs forfeited ( 3,690 ) 54.20
RSUs at October 3, 2025 121,253 44.76
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 0 and 2,331 during 2025 and 2024, respectively. The fair value of restricted stock units vested during 2025, 2024 and 2023 was approximately $ 0 , $ 1,171 and $ 2,247 , respectively.
Stock compensation (benefit) expense, net of forfeitures, related to restricted stock units was $( 324 ), $( 503 ) and $ 732 for the years ended October 3, 2025, September 27, 2024 and September 29, 2023, respectively. The tax expense recognized during 2025 and 2024 related to restricted stock unit based compensation was $ 28 and $ 43 , respectively, and a benefit of $ 462 was
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recognized in 2023. Unrecognized compensation cost related to non-vested restricted stock units as of October 3, 2025 was $ 482 .
For the fiscal years covered herein, 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 200 % of the target award amount for awards made with respect to the fiscal 2025 - 2027 performance period and 150 % for awards made with respect to earlier performance periods. To the extent earned, awards are issued in shares of Company common stock after the end of the three year performance period.
Employees' Stock Purchase Plan
The 2009 Employees’ Stock Purchase Plan (the “Purchase Plan”) formerly provided 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 terminated the Purchase Plan effective as of May 9, 2025.
The Company issued 6,203 , 4,937 and 5,401 shares of Class A common stock under the Purchase Plan during the years 2025, 2024 and 2023, respectively, and recognized expense of $ 80 , $ 105 and $ 102 in 2025, 2024 and 2023, 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 $ 1,782 , $ 1,537 and $ 1,473 for 2025, 2024 and 2023, respectively. Amounts due to/from related parties were immaterial at October 3, 2025 and September 27, 2024.
12 REVENUES
Revenue recognition
Revenue is recognized when performance 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. The right to returns asset is included in Other Current Assets and the accrued returns liability is included in Other Current Liabilities on the accompanying Consolidated Balance Sheets. At October 3, 2025, the right to returns asset was $ 981 and the accrued returns liability was $ 2,595 . At September 27, 2024, the right to returns asset was $ 1,718 and the accrued returns liability was $ 4,052 . 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.
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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 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 October 3, 2025, September 27, 2024, and September 29, 2023, combined sales to one customer of the Company's Fishing, Camping and Watercraft Recreation segments represented approximately $ 119,540 , $ 113,509 , and $ 101,392 respectively, of the Company's consolidated revenues.
The Company has historically reported "Camping" and "Watercraft Recreation" segments separately. Starting in the first fiscal quarter of 2025, the Company combined these two segments into one segment, "Camping & Watercraft Recreation," consistent with the manner in which its chief operating decision maker ("CODM") assesses performance and makes resource allocations. The operating segment change was for financial reporting purposes only and did not impact or result in changes to operations of the business segments, nor did it impact the Company's consolidated financial statements, but it did impact our previous segment footnote disclosure and the table below, including the corresponding items of segment information disclosed in the prior year.
The Company sold the Military and Commercial Tent product lines of its Camping & Watercraft Recreation business segment to a third party in an asset sale for a purchase price of $ 14,990 during the second quarter of fiscal 2023, resulting in a gain on sale, net of final working capital true-up, of approximately $ 6,560 , which was recorded in Other (income) expense, net in the Company’s accompanying Consolidated Statements of Operations. The sale did not include the Eureka! brand name or the Eureka! consumer/recreational Camping business line.
During fiscal 2024 and 2025, the Company also exited the Eureka! brand of the Camping & Watercraft Recreation segment, which included liquidating all remaining consumer inventory of Eureka! branded products and winding down operations. Discontinuing the Eureka! branded product line allows the Company to focus solely on the Jetboil product line, which we believe has a strong position in the outdoor 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. The related costs in fiscal 2025 and 2024 were insignificant. These costs are recorded in Costs of Sales and Operating Expenses in the Consolidated Statements of Operations.
The Company’s Chief Executive Officer, who has been identified as the CODM, primarily uses operating profit as the measure of profit or loss to assess segment performance and allocate resources. Operating profit represents net sales less cost of goods sold and operating expenses. Net Sales are directly attributed to each segment. Segment operating expenses include operating expenses directly attributable to the segment, as well as certain shared corporate administration and other costs which are allocated to the segments in a reasonable manner considering the specific facts and circumstances of the expenses being allocated. The CODM evaluates segment profitability based on operating profit (loss) because it provides key insights to operational leverage and other key operational metrics for each segment. Additionally, segment operating profit (loss) is used in the annual budgeting and forecasting process, and budget-to-actual and forecast-to-actual variances are considered when determining how resources should be allocated to each segment.
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. The accounting policies of the Company’s reportable segments are the same as those described in Note 1. Summary of Significant Accounting Policies .
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A summary of the Company’s operations by business segment is presented below:
Twelve Months Ended October 3, 2025 Fishing Camping & Watercraft Recreation Diving Other/Corporate Total
Unaffiliated customers $ 458,099 $ 57,990 $ 75,436 $ 890 $ 592,415
Interunit transfers 1,063 81 22 ( 1,166 ) —
Net Sales 459,162 58,071 75,458 ( 276 ) 592,415
Cost of goods sold 319,740 32,888 32,236 ( 542 ) 384,322
Gross profit 139,422 25,183 43,222 266 208,093
Marketing and selling expense 85,917 17,129 20,620 10,789 134,455
Administrative management, finance and information systems expense 10,133 4,492 15,961 27,041 57,627
Goodwill impairment — — — — —
Research and development expense 23,802 2,644 4,974 782 32,202
Operating profit (loss) $ 19,570 $ 918 $ 1,667 $ ( 38,346 ) $ ( 16,191 )
Depreciation and amortization expense $ 14,797 $ 1,697 $ 1,045 $ 3,088 $ 20,627
Capital expenditures $ 13,152 $ 514 $ 1,325 $ 984 $ 15,975
Goodwill, net $ — $ — $ 10,456 $ — $ 10,456
Total assets (end of period) $ 279,007 $ 70,944 $ 92,718 $ 161,434 $ 604,103
Twelve Months Ended September 27, 2024 Fishing Camping & Watercraft Recreation Diving Other/Corporate Total
Unaffiliated customers $ 451,842 $ 66,529 $ 73,610 $ 865 $ 592,846
Interunit transfers 499 106 18 ( 623 ) —
Net Sales 452,341 66,635 73,628 242 592,846
Cost of goods sold 316,370 40,664 34,900 ( 68 ) 391,866
Gross profit 135,971 25,971 38,728 310 200,980
Marketing and selling expense 96,959 18,427 20,535 8,643 144,564
Administrative management, finance and information systems expense 10,249 5,140 15,395 26,859 57,643
Goodwill impairment 11,173 — — — 11,173
Research and development expense 24,188 2,892 4,042 — 31,122
Operating profit (loss) $ ( 6,598 ) $ ( 488 ) $ ( 1,244 ) $ ( 35,192 ) $ ( 43,522 )
Depreciation and amortization expense $ 13,871 $ 1,626 $ 763 $ 3,348 $ 19,608
Capital expenditures $ 17,248 $ 1,229 $ 990 $ 2,551 $ 22,018
Goodwill, net $ — $ — $ — $ — $ —
Total assets (end of period) $ 325,882 $ 69,516 $ 77,465 $ 162,349 $ 635,212
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Twelve Months Ended September 29, 2023 Fishing Camping & Watercraft Recreation Diving Other/Corporate Total
Unaffiliated customers $ 491,890 $ 85,848 $ 85,031 $ 1,075 $ 663,844
Interunit transfers 1,037 239 38 ( 1,314 ) —
Net Sales 492,927 86,087 85,069 ( 239 ) 663,844
Cost of goods sold 328,190 52,807 39,406 ( 646 ) 419,757
Gross profit 164,737 33,280 45,663 407 244,087
Marketing and selling expense 89,592 23,554 22,269 9,031 144,446
Administrative management, finance and information systems expense 9,671 7,562 13,531 25,733 56,497
Goodwill impairment — — — — —
Research and development expense 24,149 3,484 3,771 — 31,404
Operating profit (loss) $ 41,325 $ ( 1,320 ) $ 6,092 $ ( 34,357 ) $ 11,740
Depreciation and amortization expense $ 11,653 $ 1,157 $ 711 $ 2,774 $ 16,295
Capital expenditures $ 17,427 $ 2,553 $ 828 $ 1,860 $ 22,668
Goodwill, net $ 11,172 $ — $ — $ — $ 11,172
Total assets (end of period) $ 363,463 $ 79,956 $ 83,555 $ 154,632 $ 681,606
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The Company attributes revenue to individual countries based on the customer's location, not the shipping point or manufacturing site. A summary of the Company’s operations by geographic area is presented below:
2025 2024 2023
Net sales:
United States:
Unaffiliated customers $ 516,567 $ 513,978 $ 569,383
Interunit transfers 22,333 20,958 33,873
Europe:
Unaffiliated customers 34,952 34,406 39,155
Interunit transfers 9,231 8,456 9,866
Canada:
Unaffiliated customers 28,448 31,502 39,465
Interunit transfers — 93 —
Other:
Unaffiliated customers 12,449 12,959 15,841
Interunit transfers 3,712 57 18
Eliminations ( 35,277 ) ( 29,563 ) ( 43,757 )
$ 592,415 $ 592,846 $ 663,844
Total assets:
United States $ 478,102 $ 520,834
Europe 54,810 52,486
Canada
39,151 38,431
Other
32,040 23,461
$ 604,103 $ 635,212
Long-term assets (1) :
United States $ 176,136 $ 174,106
Europe 5,855 6,468
Canada
1,134 1,162
Other
9,116 1,327
$ 192,241 $ 183,063
(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.
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15 VALUATION AND QUALIFYING ACCOUNTS
The following summarizes changes to valuation and qualifying accounts for 2025, 2024 and 2023:
Balance at
Beginning of Year Additions (Deductions) Charged
to Costs and
Expenses
Less Deductions Balance at End of
Year
Year Ended October 3, 2025
Allowance for credit losses
$ 3,543 $ 1,026 $ 3,337 $ 1,232
Reserves for inventory valuation 24,796 ( 1 ) 3,068 21,727
Valuation of deferred tax assets 6,367 29,623 264 35,726
Reserves for sales returns 4,052 1,990 3,446 2,596
Year ended September 27, 2024
Allowance for credit losses
$ 907 $ 2,914 $ 278 $ 3,543
Reserves for inventory valuation 18,471 10,985 4,660 24,796
Valuation of deferred tax assets 7,101 320 1,054 6,367
Reserves for sales returns 1,773 5,710 3,431 4,052
Year ended September 29, 2023
Allowance for credit losses
$ 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
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) 2025 2024 2025 2024 2025 2024 2025 2024
Net sales $ 107,649 $ 138,644 $ 168,349 $ 175,856 $ 180,655 $ 172,472 $ 135,762 $ 105,874
Gross profit 32,183 52,854 58,866 61,431 67,927 61,822 49,117 24,873
Operating profit (loss) ( 20,239 ) 46 4,901 ( 253 ) 7,330 ( 506 ) ( 8,183 ) ( 42,809 )
Income (loss) before income taxes ( 18,927 ) 5,899 4,158 3,012 10,500 907 ( 5,010 ) ( 39,680 )
Income tax expense (benefit) ( 3,637 ) 1,944 1,854 856 2,758 ( 715 ) 24,040 ( 5,414 )
Net income (loss) $ ( 15,290 ) $ 3,955 $ 2,304 $ 2,156 $ 7,742 $ 1,622 $ ( 29,050 ) $ ( 34,266 )
Net income (loss) per common share - Basic:
Class A $ ( 1.49 ) $ 0.39 $ 0.22 $ 0.21 $ 0.75 $ 0.16 $ ( 2.83 ) $ ( 3.35 )
Class B $ ( 1.49 ) $ 0.35 $ 0.22 $ 0.21 $ 0.72 $ 0.16 $ ( 2.83 ) $ ( 3.35 )
Net income (loss) per common share - Diluted:
Class A $ ( 1.49 ) $ 0.38 $ 0.22 $ 0.21 $ 0.75 $ 0.16 $ ( 2.83 ) $ ( 3.35 )
Class B $ ( 1.49 ) $ 0.38 $ 0.22 $ 0.21 $ 0.75 $ 0.16 $ ( 2.83 ) $ ( 3.35 )
Due to changes in stock prices during the year and the timing of issuance of shares, the cumulative total of quarterly net income (loss) per share amounts may not equal the net income (loss) per share for the entire year.
17 ACQUISITIONS
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On October 25, 2024, the Company acquired all the outstanding common stock of Endless Summer Technologies Proprietary, Limited ("EST") and related patents and other assets used in EST's business and operations in a purchase transaction with EST's sole shareholder (the "Seller"). EST, based in Durban, South Africa, has been a long term supplier of products to the Company and it specializes in the design, development and manufacturing of scuba equipment through unique application of existing, new and emerging technologies. The EST acquisition is included in the Company's Diving segment, and is expected to provide new innovative products, unlock synergies and enhance operating efficiencies for the Diving segment.
The approximately $ 12,197 acquisition cost was funded with existing cash. Approximately $ 1,650 of the purchase price was paid into segregated escrow accounts which were set aside to fund (1) any potential downward purchase price adjustment tied to cash, debt and net working capital levels as of the closing or (2) potential indemnity claims that may be made by the Company against the Seller in connection with the inaccuracy of certain representations and warranties made by the Seller or related to the breach or nonperformance of certain other actions, agreements or conditions related to the acquisition, for a period of 24 months from the acquisition date. The Company cannot estimate the probability or likelihood of bringing such an indemnity claim against the Seller or any related costs at this time. The remaining escrow balance, if any, net of any indemnity claim then pending, will be released to the Seller once the 24 month period has lapsed.
The Company finalized the purchase accounting during the fourth quarter of fiscal 2025, and there were no material adjustments made during the measurement period. The following table summarizes the fair values of the assets acquired and liabilities assumed, and the resulting goodwill acquired at the date of acquisition:
Recognized amounts of identifiable assets acquired and liabilities assumed
Accounts receivable $ 245
Inventories 2,261
Other current assets 72
Property, plant and equipment 502
Identifiable intangible assets 1,439
Deferred tax asset 237
Less, accounts payable and accruals ( 1,680 )
Less, long term liabilities ( 1,110 )
Total identifiable net assets 1,966
Goodwill 10,231
Net assets acquired $ 12,197
Pro forma financial information has not been presented because such amounts are not material to the unaudited condensed consolidated financial statements.
Transaction costs incurred for the acquisition to date were approximately $ 635 , of which approximately $ 135 was recognized during the year ended October 3, 2025, and which are included in Administrative management, finance and information systems expenses in the accompanying Condensed Consolidated Statements of Operations.
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