JOHNSON OUTDOORS INC
For the period ended Oct 3, 2025. Filed Dec 12, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Dec 12, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Consolidated Financial Statements
OCTOBER 3, 2025
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 | $— |
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 wereno 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 32025 | September 272024 | |
|---|---|---|
| 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:
| 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 indicatedno 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 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 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) | ||||
| 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 | ||||
| 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.
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 wereno 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 | |||||
|---|---|---|---|---|---|---|
| GrossIntangible | AccumulatedAmortization | Net | GrossIntangible | AccumulatedAmortization | 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 wasno 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 |
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-TaxAmount | Tax Effect | Net of TaxEffect | Pre-TaxAmount | Tax Effect | Net of TaxEffect | Pre-TaxAmount | Tax Effect | Net of TaxEffect | |
| 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 OperationsPresentation | |
|---|---|---|---|---|
| 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:
| ForeignCurrencyTranslationAdjustment | Unrealized gain (loss) on available-for-sale securities | UnamortizedLoss on DefinedBenefit PensionPlans | AccumulatedOtherComprehensiveIncome (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:
| ForeignCurrencyTranslationAdjustment | Unrealized gain (loss) on available-for-sale securities | UnamortizedLoss on DefinedBenefit PensionPlans | AccumulatedOtherComprehensiveIncome (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 wereno 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.
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.
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 ofthree toseven 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 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 Businessfor 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 hasnot 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 doesnot 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 hadno 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
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 hadno 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.
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:
| Location of income recognized in Statement ofOperations | 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 thanone 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:
| 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 includedin 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:
| 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:
| 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 |
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 arenone currently issued andnone outstanding.
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 toone vote per share while holders of Class B common stock are entitled toten 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 intoone 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:
| Shares | Weighted AverageGrant 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 generallyone year from the date of grant for RSUs granted to directors andthree years from the date of the grant for RSUs granted to employees.
A summary of RSU activity follows:
| Number of RSUs | Weighted AverageGrant 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 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 athree-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 thethree 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 beone 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.
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 thesetwo segments intoone 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’sreportable segments are the same as those described in Note 1. Summary of Significant Accounting Policies.
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 |
| 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 |
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.
15 VALUATION AND QUALIFYING ACCOUNTS
The following summarizes changes to valuation and qualifying accounts for 2025, 2024 and 2023:
| Balance atBeginning of Year | Additions (Deductions) Chargedto Costs andExpenses | Less Deductions | Balance at End ofYear | |
|---|---|---|---|---|
| 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 |
| 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 |
| 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
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.