UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2020
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Johnson Outdoors Inc.
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(Exact name of registrant as specified in its charter)
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Wisconsin
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0-16255
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39-1536083
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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555 Main Street, Racine, Wisconsin 53403
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(Address of principal executive offices, including zip code)
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(262) 631-6600
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of exchange on which registered
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Class A Common Stock, $.05 par value per share
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JOUT
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NASDAQ Global Select Market SM
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter).
| Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 7 – Regulation FD
| Item 7.01. |
Regulation FD Disclosure.
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Johnson Outdoors Inc. (the “Company”) has been actively monitoring the coronavirus (COVID-19) outbreak and its impact globally on the Company. The Company has been adhering to guidelines and
mandates from governmental and health organizations in the territories that it has locations and production facilities, and has implemented various risk mitigation plans to reduce the risk of spreading the virus. To that end, the Company has
encouraged working remotely where applicable, adopted social distancing where appropriate, implemented travel restrictions, and is taking actions to ensure that locations and facilities are cleaned and sanitized regularly. Further, as the virus
continues to spread, and where appropriate, or required to comply with foreign, national, state or local governmental authority recommendations, guidelines, and/or mandates, the Company has, or may have to in the future, temporarily reduce or suspend
work at certain of the Company’s locations and production facilities. All of these actions may adversely impact the Company’s operating results.
Given the fluid and quickly evolving situation, the Company is withdrawing any previous expectations it communicated regarding its financial performance for fiscal 2020.
The information in this Form 8-K, including under this Item 7.01, 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.
Safe Harbor Statement
Certain matters discussed in this filing are “forward-looking statements,” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995.
Statements other than statements of historical fact are considered forward-looking statements. These statements may be identified by the use of forward-looking words or phrases such as “anticipate,” “believe,” “confident,” “could,” “expect,”
“intend,” “may,” “planned,”’ “potential,” “should,” “will,” “would” or the negative of those terms or other words of similar meaning. Such forward-looking statements are subject to certain risks and uncertainties, which could cause actual results
or outcomes to differ materially from those currently anticipated. Factors that could affect actual results or outcomes include the matters described under the caption “Risk Factors” in Item 1A of the Company’s Form 10-K filed with the Securities
and Exchange Commission on December 6, 2019, and the following: changes in economic conditions, consumer confidence levels and discretionary spending patterns in key markets; uncertainties stemming from changes in U.S. trade policies, tariffs, and
the reaction of other countries to such changes; the impact of global economic, political, market, health and social events or conditions (including the impact of the coronavirus); the Company’s success in implementing its strategic plan, including
its targeted sales growth platforms, innovation focus and its increasing digital presence; litigation costs related to actions of and disputes with third parties, including competitors; the Company’s continued success in its working capital
management and cost-structure reductions; the Company’s success in integrating strategic acquisitions; the risk of future write-downs of goodwill or other long-lived assets; the ability of the Company’s customers to meet payment obligations; the
impact of actions of the Company’s competitors with respect to product development or enhancement or the introduction of new products into the Company’s markets; movements in foreign currencies, interest rates or commodity costs; fluctuations in
the prices of raw materials or the availability of raw materials or components used by the Company; any disruptions in the Company’s supply chain as a result of material fluctuations in the Company’s order volumes and requirements for raw materials
and other components necessary to manufacture and produce the Company’s products; the success of the Company’s suppliers and customers and the impact of any consolidation in the industries of the Company’s suppliers and customers; the ability of
the Company to deploy its capital successfully; unanticipated outcomes related to outsourcing certain manufacturing processes; unanticipated outcomes related to litigation matters; and adverse weather conditions. Shareholders, potential investors
and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of
the date of this filing. The Company assumes no obligation, and disclaims any obligation, to update such forward-looking statements to reflect subsequent events or circumstances.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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JOHNSON OUTDOORS INC.
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Date: March 27, 2020
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By:
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/s/ David W. Johnson
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David W. Johnson, Vice President and Chief
Financial Officer
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