SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A (Amendment No. 1)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended July 15, 2006
Commission File Number 0-6966
ESCALADE, INCORPORATED
(Exact name of registrant as specified in its charter)
Indiana 13-2739290
(State of incorporation) (I.R.S. EIN)
817 Maxwell Ave, Evansville, Indiana 47711
(Address of principal executive office) (Zip Code)
812-467-1334
(Registrant's Telephone Number)
Securities registered pursuant to Section 12(b) of the Act
Common Stock, No Par Value The NASDAQ Stock Market LLC
(Title of Class) (Name of Exchange on Which Registered)
Securities registered pursuant to section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12 b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT AUGUST 10, 2006
-------------------- ------------------------------
Common, no par value 13,024,839
INDEX
Page No.
Explanatory Note
Part I. Financial Information:
Item 1 - Financial Statements:
Consolidated Condensed Balance Sheets as of July 15, 2006
(Unaudited), July 9, 2005 (Unaudited), and December 31, 2005 3
Consolidated Condensed Statements of Income (Unaudited)
for the Three Months and Six Months Ended July 15, 2006
and July 9, 2005 4
Consolidated Condensed Statements of Comprehensive
Income (Unaudited) for the Three Months and Six Months
Ended July 15, 2006 and July 9, 2005 4
Consolidated Condensed Statements of Cash Flows (Unaudited)
for the Six Months Ended July 15, 2006 and July 9, 2005 5
Notes to Consolidated Condensed Financial Statements(Unaudited) 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 14
Item 3 - Quantitative and Qualitative Disclosures about Market Risk 16
Item 4 - Controls and Procedures 16
Part II. Other Information
Item 2 - Issuer Purchases of Equity Securities 17
Item 4 - Other Matters 18
Item 6 - Exhibits 18
Signatures 19
2
Explanatory Note
This Amendment No. 1 on Form 10-Q/A to the Annual Report on Form 10-Q for the
quarter ended July 15, 2006, filed with the Securities and Exchange Commission
(SEC) on August 8, 2006 is being filed to restate the consolidated financial
statements and other financial information for the three months and six months
ended July 15, 2006 and July 9, 2005 to give effect to adjustments resulting
from the identification of errors related to the overstatement of the provision
for income taxes and employee benefit costs. On February 13, 2007, the Audit
Committee of the Board of Directors of Escalade, Incorporated ("Escalade"), upon
the recommendation of Escalade's management and in conjunction with Escalade's
independent registered public accounting firm, BKD, LLP, determined that the
errors identified were material to the financial statements for the three months
and six months ended July 15, 2006 and July 9, 2005 and that, as a result, the
previously issued financial statements for those periods should no longer be
relied on. A new footnote (Note M) has been added to the restated consolidated
financial statements to discuss the restatement effects. This Form 10-Q/A
(Amendment No.1) amends and restates Items 1 and 4 along with Notes F, G and J
of the August 8, 2006 filing. Only the adjustments described herein and no other
material information in our August 8, 2006 filing is amended hereby. Except for
the foregoing amended information, this Form 10-Q/A does not reflect events
occurring after August 8, 2006, nor does it modify or update those disclosures,
except as discussed above or in Note M to the Consolidated Financial Statements.
Escalade will also amend the first and third quarter 10-Q filings of 2006 for
the same errors.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(All amounts in thousands except share information)
July 15, July 9, December 31,
2006 2005 2005
(Unaudited) (Unaudited) (Audited)
(Restated) (Restated) (Restated)
------------ ------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 1,000 $ 3,045 $ 3,017
Receivables, less allowance of
$2,311; $2,146; and $1,544; respectively 31,897 33,266 31,744
Inventories 44,630 37,075 33,049
Prepaid expenses 1,793 2,617 1,559
Deferred income tax benefit 1,344 1,698 1,382
Income Tax Receivable 2,592 638 --
------------ ------------ ------------
TOTAL CURRENT ASSETS 83,256 78,339 70,751
Property, plant and equipment, net 20,808 14,660 20,307
Intangible assets 21,758 7,148 6,634
Goodwill 24,628 17,208 17,157
Investments 6,752 5,791 7,786
Interest rate swap 322 (93) 181
Other assets 1,499 2,493 2,044
------------ ------------ ------------
$ 159,023 $ 125,546 $ 124,860
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 19,033 $ 1,658 $ --
Current portion of long-term debt -- 946 1,066
Trade accounts payable 7,688 8,322 3,518
Accrued liabilities 20,577 17,158 23,728
Income tax payable -- -- 89
------------ ------------ ------------
TOTAL CURRENT LIABILITIES 47,298 28,084 28,401
Other Liabilities:
Long-term debt 32,530 27,030 18,487
Deferred compensation 1,003 1,294 1,349
------------ ------------ ------------
80,831 56,408 48,237
Stockholders' equity:
Preferred stock:
Authorized 1,000,000 shares; no par
value, none issued
Common stock:
Authorized 30,000,000 shares; no
par value, issued and outstanding -
13,024,839; 13,062,973; and 12,946,869;
respectively 13,025 13,063 12,947
Retained earnings 63,201 54,844 62,726
Accumulated other comprehensive income 1,966 1,231 950
------------ ------------ ------------
78,192 69,138 76,623
------------ ------------ ------------
$ 159,023 $ 125,546 $ 124,860
============ ============ ============
See notes to Consolidated Condensed Financial Statements.
4
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(All amounts in thousands, except per share amounts)
--------------------------- ----------------------------
Three Months Ended Six Months Ended
--------------------------- ----------------------------
July 15, 2006 July 9, 2005 July 15, 2006 July 9, 2005
(Restated) (Restated) (Restated) (Restated)
------------ ------------ ------------ ------------
Net sales $ 48,949 $ 47,551 $ 81,749 $ 77,333
Costs, expenses and other income:
Cost of products sold 33,613 32,348 55,661 53,207
Selling, general and administrative expenses 12,379 11,304 20,784 18,479
------------ ------------ ------------ ------------
Operating income 2,957 3,899 5,304 5,647
Interest expense, net (810) (494) (1,064) (780)
Other income (expense) (190) 162 (255) 407
------------ ------------ ------------ ------------
Income before income taxes 1,957 3,567 3,985 5,274
Provision for income taxes 769 1,136 1,073 1,605
------------ ------------ ------------ ------------
Net income $ 1,188 $ 2,431 $ 2,912 $ 3,669
============ ============ ============ ============
Per Share Data:
Basic earnings per share $ 0.09 $ 0.19 $ 0.22 $ 0.28
Diluted earnings per share $ 0.09 $ 0.18 $ 0.22 $ 0.28
Cash dividend paid -- -- $ 0.20 $ 0.15
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Net income $ 1,188 $ 2,431 $ 2,912 $ 3,669
Unrealized gain (loss) on
securities, net of tax of
$172, $(17), $75 and $(2),
respectively (259) 25 (113) 4
Foreign currency translation
adjustment, net of tax of
$(653), $1,924, $(689) and
$2,335, respectively 984 (2,898) 1,037 (3,516)
Unrealized gain on interest rate
swap agreement, net of tax of
$(33), $(90), $(61) and $(127),
respectively 49 136 92 191
------------ ------------ ------------ ------------
Comprehensive income (loss) $ 1,962 $ (306) $ 3,928 $ 348
============ ============ ============ ============
See notes to Consolidated Condensed Financial Statements.
5
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(All amounts in thousands)
Six Months Ended
----------------------------
July 15, 2006 July 9, 2005
(Restated) (Restated)
------------ ------------
Operating Activities:
Net income $ 2,912 $ 3,669
Depreciation and amortization 2,733 2,654
Adjustments necessary to reconcile
net income to net cash provided by
operating activities (6,700) (1,399)
------------ ------------
Net cash provided (used) by operating activities (1,055) 4,924
Investing Activities:
Purchase of property and equipment (1,416) (901)
Proceeds from asset disposition -- 68
Acquisition of assets (28,710) (3,213)
------------ ------------
Net cash used by investing activities (30,126) (4,046)
Financing Activities:
Net increase in notes payable 31,914 1,541
Proceeds from exercise of stock options 1,244 294
Director fees paid by issuing stock 141 95
Purchase of common stock (1,376) (670)
Dividends paid (2,604) (1,961)
------------ ------------
Net cash provided (used) by financing activities 29,319 (701)
------------ ------------
Effect of exchange rate changes on cash (155) (182)
------------ ------------
Net decrease in cash and cash equivalents (2,017) (5)
Cash and cash equivalents, beginning of period 3,017 3,050
------------ ------------
Cash and cash equivalents, end of period $ 1,000 $ 3,045
============ ============
See notes to Consolidated Condensed Financial Statements.
6
ESCALADE, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note A - Basis of Presentation
--------------------------------------------------------------------------------
The significant accounting policies followed by the Company and its wholly owned
subsidiaries for interim financial reporting are consistent with the accounting
policies followed for annual financial reporting. All adjustments that are of a
normal recurring nature and are in the opinion of management necessary for a
fair statement of the results for the periods reported have been included in the
accompanying consolidated condensed financial statements. The condensed
consolidated balance sheet of the Company as of December 31, 2005 has been
derived from the audited consolidated balance sheet of the Company as of that
date. Certain information and note disclosures normally included in the
Company's annual financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted. These condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto included in the Company's Form 10-K annual report for 2005 filed with
the Securities and Exchange Commission.
Note B - Seasonal Aspects
--------------------------------------------------------------------------------
The results of operations for the six-month periods ended July 15, 2006 and July
9, 2005 are not necessarily indicative of the results to be expected for the
full year.
Note C - Inventories
--------------------------------------------------------------------------------
(All amounts in thousands)
July 15, July 9, December 31,
2006 2005 2005
------------ ------------ ------------
Raw materials $ 10,642 $ 8,550 $ 7,128
Work in progress 8,456 7,019 5,358
Finished goods 25,532 21,506 20,563
------------ ------------ ------------
$ 44,630 $ 37,075 $ 33,049
============ ============ ============
Note D - Notes Payable
--------------------------------------------------------------------------------
On June 30, 2006, the Company executed a seventh amendment to the revolving term
agreement that effectively increased the current available borrowing limit under
the Euro Revolving Loan from Euro 2.5 million ($3.2 million) to Euro 3.0 million
($3.8 million) and extended the due date to May 19, 2008. All other terms of the
agreement were unchanged. As of July 15, 2006 the outstanding balance on this
line was Euro 1.6 million ($2.0 million).
On June 30, 2006, the Company's wholly owned subsidiary, Indian-Martin, Inc.,
executed a second amendment to its revolving term agreement that extended the
maturity due date to June 30, 2008. All other terms of the agreement were
unchanged. As of July 15, 2006 the outstanding balance on this line was $19.0
million.
On June 1, 2006, the Company executed a sixth amendment to the revolving term
agreement that effectively maintained the current available borrowing limit at
$31 million and delayed the annual reduction of $7 million until May 19, 2007.
All other terms of the agreement were unchanged. As of July 15, 2006 the
outstanding balance on this line was $27.8 million.
Note E - Income Taxes
--------------------------------------------------------------------------------
The provision for income taxes was computed based on financial statement income.
7
Note F - Employee Stock Option Plan
--------------------------------------------------------------------------------
The Company has two stock-based compensation plans. Prior to the start of the
current fiscal year, the Company accounted for these plans under the recognition
and measurement principles of APB Opinion No. 25, Accounting for Stock issued to
Employees, and related interpretations. Beginning with the current fiscal year,
the Company expenses the fair value of options to employee compensation expense
in accordance with SFAS 123R Share-Based Payment (SFAS 123R). During the three
months and six months ended July 15, 2006, the Company recorded compensation
expense of $297 thousand and $428 thousand, respectively.
The following table illustrates the effect on net income and earnings per share
had the Company applied the fair value provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation
for the three months and six months ended July 9, 2005.
Three months ended Six months ended
(In Thousands Except Per Share Amounts) July 9, 2005 July 9, 2005
(Restated) (Restated)
----------------------------------------------------------------------------------------------------------------
Net income, as reported $ 2,431 $ 3,669
Less: Total stock-based employee
compensation cost determined under
the fair value based method, net of
income taxes (279) (558)
------------ ------------
Pro forma net income $ 2,152 $ 3,111
============ ============
Earnings per share
Basic--as reported $ 0.19 $ 0.28
============ ============
Basic--pro forma $ 0.16 $ 0.24
============ ============
Diluted--as reported $ 0.18 $ 0.28
============ ============
Diluted--pro forma $ 0.16 $ 0.24
============ ============
Note G - Segment Information
--------------------------------------------------------------------------------
As of and for the Three Months
Ended July 15, 2006
------------------------------------------------------------------------
Sporting Office
In thousands Goods Products Corp. Total
(Restated) (Restated)
----------------------------------------------------------------------------------------------------------------
Revenues from external customers $ 33,176 $ 15,773 $ -- $ 48,949
Operating income (loss) 2,397 2,120 (1,560) 2,957
Net income (loss) 731 987 (530) 1,188
Total assets $ 101,517 $ 47,589 $ 9,917 $ 159,023
As of and for the Six Months
Ended July 15, 2006
------------------------------------------------------------------------
Sporting Office
In thousands Goods Products Corp. Total
(Restated) (Restated)
----------------------------------------------------------------------------------------------------------------
Revenues from external customers $ 53,060 $ 28,689 $ -- $ 81,749
Operating income (loss) 2,922 4,534 (2,152) 5,304
Net income (loss) 781 2,571 (440) 2,912
Total assets $ 101,517 $ 47,589 $ 9,917 $ 159,023
8
As of and for the Three Months
Ended July 9, 2005
------------------------------------------------------------------------
Sporting Office
In thousands Goods Products Corp. Total
(Restated) (Restated)
----------------------------------------------------------------------------------------------------------------
Revenues from external customers $ 28,569 $ 18,982 $ -- $ 47,551
Operating income (loss) 2,960 1,960 (1,021) 3,899
Net income (loss) 1,608 1,198 (375) 2,431
Total assets $ 64,992 $ 48,716 $ 11,838 $ 125,546
As of and for the Six Months
Ended July 9, 2005
------------------------------------------------------------------------
Sporting Office
In thousands Goods Products Corp. Total
(Restated) (Restated)
----------------------------------------------------------------------------------------------------------------
Revenues from external customers $ 42,590 $ 34,743 $ -- $ 77,333
Operating income (loss) 3,003 4,089 (1,445) 5,647
Net income (loss) 1,497 2,539 (367) 3,669
Total assets $ 64,992 $ 48,716 $ 11,838 $ 125,546
Note H - Dividend Payment
--------------------------------------------------------------------------------
On March 24, 2006, the Company paid a dividend of $0.20 per common share to all
shareholders of record on March 17, 2006. The total amount of the dividend was
$2.6 million and was charged against retained earnings.
Note I - Earnings Per Share
--------------------------------------------------------------------------------
The shares used in computation of the Company's basic and diluted earnings per
common share are as follows:
Three Months Ended
---------------------------------
All amounts in thousands July 15, 2006 July 9, 2005
----------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding 13,039 13,069
Dilutive effect of stock options 43 176
------------ ------------
Weighted average common shares outstanding, assuming dilution 13,082 13,245
============ ============
Six Months Ended
---------------------------------
All amounts in thousands July 15, 2006 July 9, 2005
----------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding 13,013 13,064
Dilutive effect of stock options 41 168
------------ ------------
Weighted average common shares outstanding, assuming dilution 13,053 13,232
============ ============
Stock options that are anti-dilutive as to earnings per share are ignored in the
computation of dilutive earnings per share. The number of employee stock options
that were anti-dilutive in 2006 and 2005 was 416,800 and 167,800, respectively.
Note J - Acquisitions
--------------------------------------------------------------------------------
In February 2006, the Company purchased substantially all of the assets of
Family Industries, Inc., which manufactures and sells premium quality
residential playground systems from stained redwood. Combined with the
acquisition of the ChildLife product line in the first quarter of fiscal 2005,
this acquisition greatly enhances the breadth of the product offering and
expands the Company's potential customer base. Playground systems will continue
to be sold under both the Woodplay and ChildLife brand names, primarily through
specialty dealers. The operating results from this acquisition have been
9
included in the Sporting Goods business segment results since the date of
acquisition. The total price paid, which was paid in cash using the Company's
revolving credit lines, exceeded the estimated fair market value of the net
assets acquired resulting in $4.4 million in Goodwill. The Goodwill recorded
will be deductible for income tax purposes. The estimated fair market value of
the assets acquired and liabilities assumed as the date of acquisition are as
follows:
(All amounts in thousands) Amount
------------
Current assets $ 2,891
Property, plant & equipment 50
Other assets 112
Goodwill 4,726
------------
Total assets acquired 7,779
Current liabilities (524)
------------
Net assets acquired $ 7,255
============
In April 2006, the Company acquired all of the outstanding stock of Desmar
Seguridad Y Archivo, S.L. ("Desmar"), a distributor of office products located
in Barcelona, Spain. The Company acquired Desmar to solidify its presence in
Spain. The operating results from this acquisition have been included in the
Office Products business segment results since the acquisition date. The Company
intends to operate this acquisition as a wholly owned distributor from its
current location. The total purchase price of EUR 1.9 million ($2.4 million) was
paid in cash and financed through the Company's current Euro debt facilities.
The purchase price exceeded the estimated fair market value of the assets
acquired resulting in Goodwill of $2.2 million. The Goodwill recorded will not
be deductible for income tax purposes. The estimated fair market value of the
assets acquired and liabilities assumed as the date of acquisition are as
follows:
(All amounts in thousands) Amount
------------
Current assets $ 1,412
Property, plant & equipment 177
Other assets 493
Goodwill 2,209
------------
Total assets acquired 4,291
Current liabilities (1,913)
------------
Net assets acquired $ 2,378
============
In May 2006, the Company acquired substantially all of the assets of Carolina
Archery Products which manufactures and distributes archery accessories. This
acquisition expands the Company's product offerings in archery accessories and
provides the Company with valuable technology rights that will be used to
enhance its competitive position in the market place. The operating results from
this acquisition have been included in the Sporting Goods business segment
results since the date of acquisition. The total purchase price of $18.9 million
was paid in cash and financed through the Company's current debt facilities. The
estimated fair market value of the assets acquired and liabilities assumed as
the date of acquisition are as follows:
(All amounts in thousands) Amount
------------
Current assets $ 3,358
Property, plant & equipment 67
Patent & other intangibles 15,447
------------
Net assets acquired $ 18,872
============
10
The following table presents unaudited pro forma financial information as if the
Carolina Archery acquisition described above had occurred at the beginning of
the respective periods:
(In Thousands Except Per Share Amounts) Three months ended
---------------------------------
July 15, 2006 July 9, 2005
(Restated) (Restated)
----------------------------------------------------------------------------------------------------------------
Net revenue:
Net revenue excluding Carolina Archery Products acquisition $ 46,449 $ 47,551
Net revenue of Carolina Archery Products 3,113 2,700
Consolidation adjustment -- --
------------ ------------
Pro forma net revenues $ 49,562 $ 50,251
============ ============
Net income:
Net income excluding Carolina Archery Products acquisition $ 1,188 $ 2,431
Net income of Carolina Archery Products 1,280 600
Consolidation adjustment (436) (378)
------------ ------------
Pro forma net income $ 2,032 $ 2,653
============ ============
Basic earning per share:
Excluding Carolina Archery Products acquisition $ 0.09 $ 0.19
Carolina Archery Products 0.10 0.05
Consolidation adjustment (0.03) (0.03)
------------ ------------
Pro forma basic earnings per share $ 0.16 $ 0.21
============ ============
(In Thousands Except Per Share Amounts) Six months ended
---------------------------------
July 15, 2006 July 9, 2005
(Restated) (Restated)
----------------------------------------------------------------------------------------------------------------
Net revenue:
Net revenue excluding Carolina Archery Products acquisition $ 79,249 $ 77,333
Net revenue of Carolina Archery Products 4,952 4,200
Consolidation adjustment -- --
------------ ------------
Pro forma net revenues $ 84,201 $ 81,533
============ ============
Net income:
Net income excluding Carolina Archery Products acquisition $ 2,525 $ 3,669
Net income of Carolina Archery Products 1,758 840
Consolidation adjustment (694) (588)
------------ ------------
Pro forma net income $ 3,589 $ 3,921
============ ============
Basic earning per share:
Excluding Carolina Archery Products acquisition $ 0.19 $ 0.28
Carolina Archery Products 0.14 0.06
Consolidation adjustment (0.05) (0.05)
------------ ------------
Pro forma basic earnings per share $ 0.28 $ 0.29
============ ============
The consolidation adjustment in the above tables reflects the amortization of
patents and other intangible assets over the expected economic lives.
Note K - Restructuring Costs
--------------------------------------------------------------------------------
In 2004 the Company initiated a facility consolidation plan and involuntary
employee terminations in the Office Products segment in order to reduce costs
and increase the competitiveness of the Company. Under these plans no additional
costs were incurred during the quarter ended July 15, 2006. Liabilities under
these plans are as follows:
11
Balance at Balance at
(All amounts in thousands) March 25, Non-Cash Cash July 15,
2006 Charges Payments 2006
------------ ------------ ------------ ------------
Severance and benefit costs $ 148 $ -- $ -- $ 148
Facility closure costs -- -- -- --
------------ ------------ ------------ ------------
$ 148 $ -- $ -- $ 148
============ ============ ============ ============
Note L - Reclassifications
--------------------------------------------------------------------------------
Certain reclassifications have been made to the 2005 financial statements to
conform to the 2006 financial statement presentation.
Note M - Restatement of Financial Statements
--------------------------------------------------------------------------------
The consolidated financial statements for the three months and six months ended
July 15, 2006 and July 9, 2005 and for the year ended December 31, 2005, have
been restated. On February 13, 2007, the Audit Committee of the Company's Board
of Directors, upon the recommendation of management and in consultation with the
Company's registered public accounting firm, decided to restate these financial
statements to correct the overstatements of the provision for income taxes and
employee benefit costs.
The following tables set forth the effects of the restatement on the Company's
previously reported statements of income for the three months and six months
ended July 15, 2006 and July 9, 2005:
(Amounts in thousands, except per share amounts) Three Months ended July 15, 2006
------------------------------------------
As Previously As
Reported Adjustments Restated
------------------------------------------------------------------------------------------------
Provision for income taxes 925 (156) 769
Net income 1,032 156 1,188
Basic earnings per share $ 0.08 $ 0.01 $ 0.09
Diluted earnings per share $ 0.08 $ 0.01 $ 0.09
(Amounts in thousands, except per share amounts) hree Months ended July 9, 2005
------------------------------------------
As Previously As
Reported Adjustments Restated
------------------------------------------------------------------------------------------------
Provision for income taxes 1,312 (176) 1,136
Net income 2,255 176 2,431
Basic earnings per share $ 0.17 $ 0.02 $ 0.19
Diluted earnings per share $ 0.17 $ 0.01 $ 0.18
(Amounts in thousands, except per share amounts) Six Months ended July 15 2006
------------------------------------------
As Previously As
Reported Adjustments Restated
------------------------------------------------------------------------------------------------
Provision for income taxes 1,589 (516) 1,073
Net income 2,396 516 2,912
Basic earnings per share $ 0.18 $ 0.04 $ 0.22
Diluted earnings per share $ 0.18 $ 0.04 $ 0.22
(Amounts in thousands, except per share amounts) Six Months ended July 9, 2005
------------------------------------------
As Previously As
Reported Adjustments Restated
------------------------------------------------------------------------------------------------
Provision for income taxes 1,865 (260) 1,605
Net income 3,409 260 3,669
Basic earnings per share $ 0.26 $ 0.02 $ 0.28
Diluted earnings per share $ 0.26 $ 0.02 $ 0.28
12
The following tables set forth the effect of the restatement on the consolidated
balance sheet as of July 15, 2006 and July 9, 2005:
(Amounts in thousands) As of July 15, 2006
------------------------------------------
As Previously As
Reported Adjustments Restated
------------------------------------------------------------------------------------------------
Deferred income tax benefit 1,780 (436) 1,344
Income tax receivable -- 2,592 2,592
Total current assets 81,100 2,156 83,256
Total Assets 156,867 2,156 159,023
Accrued Liabilities 21,277 (700) 20,577
Income tax payable (310) 310 --
Total current liabilities 47,688 (390) 47,298
Total liabilities 81,221 (390) 80,831
Retained earnings 60,655 2,546 63,201
Total stockholder's equity 75,646 2,546 78,192
(Amounts in thousands) As of July 9, 2005
------------------------------------------
As Previously As
Reported Adjustments Restated
------------------------------------------------------------------------------------------------
Deferred income tax benefit 2,132 (434) 1,698
Income tax receivable -- 638 638
Total current assets 78,135 204 78,339
Total Assets 125,342 204 125,546
Accrued Liabilities 17,815 (657) 17,158
Income tax payable 454 (454) --
Total current liabilities 29,195 (1,111) 28,084
Total liabilities 57,519 (1,111) 56,408
Retained earnings 53,529 1,315 54,844
Total stockholder's equity 67,823 1,315 69,138
The restatement had no effect on net cash provided by operating activities for
the six months ended July 15, 2006 and July 9, 2005. The following tables set
forth the effect on the individual line items within operating activities in the
consolidated statement of cash flows for the six months ended July 15, 2006 and
July 9, 2005:
(Amounts in thousands) For the quarter ended July 15, 2006
------------------------------------------
As Previously As
Reported Adjustments Restated
------------------------------------------------------------------------------------------------
Net Income 2,396 516 2,912
Adjustments necessary to
reconcile net income to net
cash provided by operating
activities (6,184) (516) (6,700)
(Amounts in thousands) For the quarter ended July 9, 2005
------------------------------------------
As Previously As
Reported Adjustments Restated
------------------------------------------------------------------------------------------------
Net Income 3,409 260 3,669
Adjustments necessary to
reconcile net income to net
cash provided by operating
activities (1,139) (260) (1,399)
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward-Looking Statements
This report contains forward-looking statements relating to present or future
trends or factors that are subject to risks and uncertainties. These risks
include, but are not limited to, the impact of competitive products and pricing,
product demand and market acceptance, new product development, the continuation
and development of key customer and supplier relationships, Escalade's ability
to control costs, general economic conditions, fluctuation in operating results,
changes in the securities market and other risks detailed from time to time in
Escalade's filings with the Securities and Exchange Commission. Escalade's
future financial performance could differ materially from the expectations of
management contained herein. Escalade undertakes no obligation to release
revisions to these forward-looking statements after the date of this report.
Overview
Escalade, Incorporated ("Escalade" or "Company") manufactures and distributes
products for two industries: Sporting Goods and Office Products. Within these
industries the Company has successfully built a commanding market presence in
niche markets. This strategy is heavily dependent on brand recognition and
excellent customer service. Management believes the key indicators in measuring
the success of this strategy are revenue and earnings growth. A key strategic
advantage is the Company's established relationships with major customers that
allow the Company to bring new products to the market in a very cost effective
manner while maintaining a diversified product line and wide customer base. In
addition to strategic customer relations, the Company has over 75 years of
manufacturing experience that enable it to be a low cost supplier.
Results of Operations
Net revenues for the second quarter and first half of fiscal 2006 increased 2.9%
and 5.7%, respectively, over the same periods last year. Revenue growth in the
Sporting Goods business was partially offset by declining sales in the Office
Products business. Operating profits in the second quarter and the first half of
2006 were lower than the same periods last year as a result of higher selling,
administrative and general expenses.
The following schedule sets forth certain consolidated statement of income data
as a percentage of net revenue for the periods indicated:
Three Months ended Six Months ended
---------------------------------------------------------
July 15, July 9, July 15, July 9,
2006 2005 2006 2005
---------------------------------------------------------------------------------------------------------------------
Net Revenue 100.0% 100.0% 100.0% 100.0%
Cost of products sold 68.7% 68.0% 68.1% 68.8%
------------ ------------ ------------ ------------
Gross Margin 31.3% 32.0% 31.9% 31.2%
Selling, administrative and general expenses
25.3% 23.8% 25.4% 23.9%
------------ ------------ ------------ ------------
Operating Income 6.0% 8.2% 6.5% 7.3%
Consolidated Revenue and Gross Margin
Sales in the Sporting Goods business increased in fiscal 2006 over the same
periods last year; up 16.1% in the second quarter and 24.6% for the first half.
Acquisitions completed during the first half of fiscal 2006 accounted for a
significant portion of the revenue increase while existing products experienced
an overall growth rate of 7.2%. These acquisitions, one in the residential
wooden playground market and the other in the archery accessories market, are
part of the overall strategy to increase the Company's presence in the specialty
market, which includes dealers and specialty sports retailers. This strategy is
designed to broaden the customer base and lessen the impact of large mass market
retailers. Increased product placement for the 2006 holiday season indicates the
Company continues to enjoy strong relationships with mass market retailers and
sporting goods chain stores. However, Management believes that sales to
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SEARS/K-Mart, the Company's largest single customer, will be down roughly $5.0
million in 2006 compared to 2005. Despite this, Management is cautiously
optimistic that sales to the mass market channel will be roughly equal with that
achieved in 2005.
Office Products sales, compared to the prior year, were down 16.9% in the second
quarter and 17.4% in the first half of fiscal 2006. Slightly more than half of
the sales shortfall is attributed to the planned elimination of non-core, low
margin products and the elimination of unprofitable customers. The balance of
the sales decline is related to lower shredder sales due to lower overall demand
for high security shredders and stiff price competition. Management believes
that a new line of security shredders introduced in the first quarter of 2006
will eventually stem the sales decline resulting from price competition.
However, Management does not expect to reverse the decline in sales until fiscal
2007. The sales decline experienced in the first half of fiscal 2006 is expected
to be indicative of the sales results for all of fiscal 2006.
The overall gross margin for the first six months of fiscal 2006 was relatively
unchanged from the same period last year. However, the Company anticipates the
overall gross margin to decline as the Office Products business, which has a
higher gross margin than the Sporting Goods business, becomes a smaller part of
total company sales. The slight decline in the overall gross margin for the
second quarter compared to the same period last year is the result of this shift
in the relative sizes of the two business segments. In addition, rising oil
prices will have a direct impact on raw material prices for steel and resin
which constitute a significant portion of product costs in both business
segments. To the extent that these cost increases cannot be passed on to
customers, the gross margins in both business segments will be negatively
impacted. At present it is not possible to quantify the extent or impact on
future gross margins.
Consolidated Selling, General and Administrative Expenses
Consolidated selling, general and administrative expenses increased 9.5% in the
second quarter and 12.5% in the first half of fiscal 2006, compared to the same
periods last year. The bulk of the increase, approximately $2.1 million for the
first half of 2006, relates to the Sporting Goods business where additional
selling and marketing expenses have been incurred to expand distribution into
the specialty market. Cost reductions in the Office Products business,
approximately $0.5 million for the first six months of fiscal 2006, were
substantially offset by employee stock option expense of $0.4 million and
roughly $0.3 million in non-recurring expenses associated with the retirement of
Mr. Reed, former President and CEO of the Company.
Provision for Income Taxes
The effective tax rate for the second quarter (39.3%) is significantly higher
than the rate achieved in the same quarter last year (31.8%) due to lower
foreign earnings. Management believes that the tax rate achieved for the first
six months of 2006 is indicative of the overall rate that will be achieved in
fiscal 2006.
Financial Condition and Liquidity
The following schedule summarizes the Company's total debt:
July 15, July 9, December 31,
2006 2005 2005
In thousands (Restated) (Restated) (Restated)
--------------------------------------------------------------------------------------------
Notes payable short-term $ 19,033 $ 1,658 $ --
Current portion long-term debt -- 946 1,066
Long term debt 32,530 27,030 18,487
------------ ------------ ------------
Total debt $ 51,563 $ 29,634 $ 19,553
============ ============ ============
Total debt as a percentage of
stockholder's equity 65.9% 42.9% 25.5%
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Total debt at July 15, 2006 increased $32.0 million from the balance at December
31, 2005 primarily as result of the three acquisitions completed during the
first six months of fiscal 2006; the total cost of which was $28.7 million. In
addition the Company paid an annual dividend in March 2006 that totaled $2.6
million.
During the first half of 2006, operations consumed $1.1 million in cash compared
to generating $4.9 million for the same time period in 2005. The primary reason
for the decline is increased inventories in the Sporting Goods business.
Management believes the abnormally high inventory levels will be resolved by the
end of fiscal 2006 and that no additional excess or obsolete reserves are
necessary.
The acquisitions completed during the first half of 2006, were the primary
reason why net cash used by investing activities increased substantially
compared to the prior year. Spending for property plant and equipment for the
first half of 2006 was higher than the same period in 2005 due to costs
associated with completing the Reynosa, Mexico manufacturing plant.
The Company's working capital requirements are primarily funded from operating
cash flows and revolving credit agreements with its banks. The Company's
relationship with its primary lending bank remains strong and the Company
expects to have access to the same level of revolving credit that was available
in 2005. In addition, the Company believes it can quickly reach agreement to
increase available credit should the need arise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to financial market risks, including changes in currency
exchange rates, interest rates and marketable equity security prices. To
mitigate these risks, the Company utilizes derivative financial instruments,
among other strategies. At the present time, the only derivative financial
instrument used by the company is an interest rate swap. The Company does not
use derivative financial instruments for speculative purposes.
A substantial majority of revenue, expense and capital purchasing activities are
transacted in U.S. dollars. However, the Company's foreign subsidiaries enter
into transactions in other currencies, primarily the Euro. To protect against
reductions in value and the volatility of future cash flows caused by changes in
currency exchange rates, the Company carefully considers the use of transaction
and balance sheet hedging programs. Such programs reduce, but do not entirely
eliminate, the impact of currency exchange rate changes. Presently the Company
does not employ currency exchange hedging financial instruments, but has
adjusted transaction and cash flows to mitigate adverse currency fluctuations.
Historical trends in currency exchanges indicate that it is reasonably possible
that adverse changes in exchange rates of 20% for the Euro could be experienced
in the near term. Such adverse changes would have resulted in a material impact
on income before taxes for the six months ended July 15, 2006.
A substantial portion of the Company's debt is based on U.S. prime and LIBOR
interest rates. In an effort to lock-in current low rates and mitigate the risk
of unfavorable interest rate fluctuations the Company has entered an interest
rate swap agreement. This agreement effectively converted a portion of its
variable rate debt into fixed rate debt.
An adverse movement of equity market prices would have an impact on the
Company's long-term marketable equity securities that are included in other
assets on the consolidated balance sheet. At July 15, 2006 the aggregate fair
value of long-term marketable equity securities was $2.4 million. Due to the
unpredictable nature of the equity market the Company has not employed any hedge
programs relative to these investments.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Escalade maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
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specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Also, the Company has
investments in certain unconsolidated entities. As the Company does not control
or manage these entities, its disclosure controls and procedures with respect to
such entities are necessarily substantially more limited than those it maintains
with respect to its consolidated subsidiaries.
The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of the end of the period covered by this report. In connection
with the restatement discussed above in the explanatory note to this Form 10-Q/A
and in Note K to our financial statements, the Company's Chief Executive Officer
and Chief Financial Officer reevaluated the Company's disclosure controls and
procedures and concluded that such controls and procedures were not effective as
of July 15, 2006 because of a material weakness in internal control over
financial reporting relating to errors in calculating the provision for income
taxes.
Changes in Internal Control Over Financial Reporting
Management of the Company has evaluated, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, changes in the Company's
internal controls over financial reporting (as defined in Rule 13a-15(f) and
15d-15(f) of the Exchange Act) during the second quarter of 2006.
There have been no changes to the Company's internal control over financial
reporting that occurred since the beginning of the Company's second quarter of
2006 through July 15, 2006 that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Not Required.
Item 2. (c) ISSUER PURCHASES OF EQUITY SECURITIES
-----------------------------------------------------------------------------------------------------------------------------
(d) Maximum
Number (or
(c) Total Approximate
Number of Dollar
Shares (or Value) of
Units) Shares (or
Purchased as Units) that
(a) Total Part of May Yet Be
Number of (b) Average Publicly Purchased
Shares (or Price Paid Announced Under the
Units) per Share Plans or Plans or
Period Purchased (or Unit) Programs Programs
-----------------------------------------------------------------------------------------------------------------------------
Shares purchases prior
to 03/25/2006 under
the current
repurchase program. 449,964 $9.38 449,964 $ 3,000,000
-----------------------------------------------------------------------------------------------------------------------------
Second quarter purchases:
-----------------------------------------------------------------------------------------------------------------------------
03/26/2006 - 04/22/2006 None None None None
-----------------------------------------------------------------------------------------------------------------------------
04/23/2006 - 05/20/2006 26,688 $10.59 26,688 2,717,368
-----------------------------------------------------------------------------------------------------------------------------
05/21/2006 - 06/17/2006 5,786 $10.81 5,786 2,654,811
-----------------------------------------------------------------------------------------------------------------------------
06/18/2006 - 07/15/2006 None None None None
-----------------------------------------------------------------------------------------------------------------------------
Total share purchases
under the current
program 482,418 $9.46 482,438 $ 2,654,811
-----------------------------------------------------------------------------------------------------------------------------
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The Company has one stock repurchase program which was established in February
2003 by the Board of Directors and which authorized management to expend up to
$3,000,000 to repurchase shares on the open market as well as in private
negotiated transactions. The repurchase plan has no termination date. There have
been no share repurchases that were not part of a publicly announced program. In
February 2006, the Board of Directors increased the remaining amount on this
plan to its original level of $3,000,000.
Item 3. Not Required.
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of the registrant was held on April 22, 2006 at the Sheraton
Indianapolis Hotel & Suites in Indianapolis, Indiana. Proxy materials were
circulated on March 18, 2006 and then amended on April 20, 2006 proposing the
election of six members to the Board of Directors for a one year term and
approve the adoption of a special stock option grant to non-employee directors.
Shareholders elected the proposed directors by the following vote totals:
For Withheld
---------------------------------
Robert E. Griffin 11,480,153 401,643
Blaine E. Matthews, Jr 11,764,011 105,785
Edward E. (Ned) Williams 11,789,986 79,810
Richard D. White 11,856,092 13,704
George Savitsky 11,804,586 65,210
Richard F. Baalmann, Jr 11,856,092 13,704
The shareholders approved the proposal to make a special grant of 2,000 stock
options to each of the five independent directors. There were 8,737,646 shares
voted in favor of the proposal and 146,471 shares voted against the proposal.
There were 2,995,211 Broker Non-votes.
Item 5. Not Required.
Item 6. Exhibits
(a) Exhibits
Number Description
31.1 Chief Executive Officer Rule 13a-14(a)/15d-14(a)
Certification.
31.2 Chief Financial Officer Rule 13a-14(a)/15d-14(a)
Certification.
32.1 Chief Executive Officer Section 1350 Certification.
32.2 Chief Financial Officer Section 1350 Certification.
10.1 Agreement dated April 19, 2006 by and between
Charles William Reed and Escalade, Incorporated
(Management Contract) (a) Sixth Amendment to
Amended and Restated Credit Agreement effective
October 24, 2001 by and between Escalade,
10.2 Incorporated and JPMorgan Chase Bank, NA. The
effective date of the Amendment was May 19, 2006.
(b) Seventh Amendment to Amended and Restated
Credit Agreement effective October 24, 2001 by and
between Escalade,
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10.3 Incorporated and JPMorgan Chase Bank, NA. The
effective date of the Amendment was July 1, 2006.
(c)
10.4 Promissory Note between Escalade, Incorporated and
JPMorgan Chase Bank, NA. Dated July 1, 2006. (c)
Second Amendment to Credit Agreement dated
September 5, 2003 by and between Indian-Martin,
Inc. and JPMorgan Chase
10.5 Bank, NA. The effective date of the Amendment was
July 1, 2006. (c)
10.6 Promissory Note between Indian-Martin, Inc. and
JPMorgan Chase Bank, NA. Dated July 1, 2006. (c)
(a) Incorporated by reference from the Company's Form 8-K
filed with the Securities and Exchange Commission on
April 19, 2006.
(b) Incorporated by reference from the Company's Form 8-K
filed with the Securities and Exchange Commission on June
2, 2006.
(c) Incorporated by reference from the Company's Form 8-K
filed with the Securities and Exchange Commission on July
5, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ESCALADE, INCORPORATED
Date: March 9, 2007 /s/ DANIEL A. MESSMER
-------------- ------------------------------------------
Daniel A. Messmer
President and Chief Executive Officer
Date: March 9, 2007 /s/ TERRY D. FRANDSEN
-------------- ------------------------------------------
Terry D. Frandsen
Vice President and Chief Financial Officer
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