Form 8-K - Current report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)

October 23, 2024

 

ESCALADE, INCORPORATED

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(Exact Name of Registrant as Specified in Its Charter)

 

Indiana

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(State or Other Jurisdiction of Incorporation)

 

0-6966	13-2739290
(Commission File Number)	(IRS Employer Identification No.)
817 Maxwell Avenue, Evansville, Indiana	47711
(Address of Principal Executive Offices)	(Zip Code)

         

[phone]

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(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

                                    

Title of each class	Trading Symbol	Name of Exchange on which registered
Common Stock, No Par Value	ESCA	The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.                                     ☐

 

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Section 2 – Financial Information

 

Item 2.02 Results of Operations and Financial Condition.

 

On October 24, 2024, Escalade, Incorporated ("Escalade") issued the press release attached hereto as Exhibit 99.1 announcing financial information regarding Escalade's third quarter and year to date results for 2024.

 

The information under this Item 2.02 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

Section 8 – Other Events

 

Item 8.01 Other Events.

 

On October 23, 2024, the Board of Directors of Escalade approved a quarterly dividend of fifteen cents $0.15 per share would be paid to all shareholders of record on January 6, 2025 and disbursed on January 13, 2025.

 

Item 9.01 Financial Statements and Exhibits

 

(d)         Exhibits

 

Exhibit	Description
99.1	Press release dated October 24, 2024
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Escalade, Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: October 24, 2024	ESCALADE, INCORPORATED
	By:	/s/ STEPHEN R. WAWRIN
	Stephen R. Wawrin, Vice President and Chief Financial Officer

    

 

2

 

EXHIBIT 99.1

 

Escalade Reports Third Quarter 2024 and Year to Date 2024 Results

 

EVANSVILLE, IN, October 24, 2024 – Escalade, Inc. (NASDAQ: ESCA, or the “Company”), a leading manufacturer and distributor of sporting goods and indoor/outdoor recreational equipment, today announced third quarter and year to date results for 2024.

 

THIRD QUARTER 2024

(As compared to the third quarter 2023)

 

●	Net sales were $67.7 million, a decline of 7.7%

●	Operating income was $8.0 million compared to $6.4 million in 2023

●	$2.3 million in non-recurring business rationalization expenses absorbed in the quarter

●	$3.9 million gain on sale of assets held for sale recognized in the quarter

●	Net income of $5.7 million, or $0.40 earnings per diluted share vs. $4.3 million, or $0.31 per diluted share for 2023

 

NINE MONTHS ENDED SEPTEMBER 30, 2024

(As compared to the nine months ended September 30, 2023)

 

●	Net sales were $187.6 million, a decline of 5.3%

●	Operating income was $15.5 million compared to $12.9 million in 2023

●	$2.7 million in non-recurring business rationalization expenses absorbed during the nine months 2024

●	Net income of $10.3 million, or $0.73 per diluted share vs. $7.0 million, or $0.50 per diluted share for 2023

 

For the third quarter ended September 30, 2024, Escalade reported net income of $5.7 million, or $0.40 per diluted share, versus net income of $4.3 million, or $0.31 per diluted share for the third quarter in 2023. Total net sales declined 7.7% on a year-over-year basis in the third quarter, due to soft consumer demand and inventory destocking in most categories, partly offset by growth in the archery, safety, and basketball categories.

 

For the nine months ended September 30, 2024, Escalade reported net income of $10.3 million, or $0.73 per diluted share, versus $7.0 million, or $0.50 per diluted share for the nine months ended September 30, 2023. Total net sales declined 5.3% on a year-over-year basis in the first nine months of 2024 again due to soft consumer demand and channel destocking, partly offset by growth in the Company’s table tennis, basketball, and archery categories.

 

Escalade reported third quarter gross margin of 24.8%, an increase of 10 basis points versus the prior-year quarter, primarily driven by improved fixed cost absorption, partly offset by increased cost of goods sold of $1.8 million due to non-recurring expenses associated with strategic cost rationalization initiatives, including the closure and sale of its Mexico operations.

 

The Company generated $10.5 million of cash flow from operations in the third quarter 2024, compared to $14.8 million for the same quarter in 2023. Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) increased 26.0% to $9.9 million in the third quarter 2024, versus $7.9 million in the prior-year period.

 

Total debt at the end of the quarter was $29.5 million, down from $72.0 million at the end of the third quarter last year.

 

 

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As of September 30, 2024, the Company had total cash and equivalents, and availability on its senior secured revolving credit facility maturing in 2027, of $73.3 million. On October 11, 2024, the Company entered into an amendment to its senior secured revolving credit facility that reduced borrowing capacity by $15.0 million, resulting in total availability of $58.3 million. At the end of the third quarter 2024, net debt (total debt less cash) was 1.1x trailing twelve-month EBITDA.

 

Escalade announced a quarterly dividend of $0.15 per share to be paid to all shareholders of record on January 6, 2025 and payable on January 13, 2025.

 

MANAGEMENT COMMENTARY

 

“During a transitional period in consumer demand, we continue to position Escalade for long-term value creation through a combination of portfolio optimization, operational rigor, and fixed cost reductions, along with continued product innovation and brand building investments,” stated Walter P. Glazer, Jr., President and CEO of Escalade. “During the third quarter, we delivered solid margins across key product lines despite lower sales and non-recurring expenses to reduce our operational footprint as part of an ongoing cost rationalization program. This program encompasses a series of initiatives, including the sale of our Mexico facility, optimization of our Eagan, Minnesota operations, and the wind down of our Orlando, Florida operations which we expect to complete by year end.”

 

“Consumers and retail partners remain cautious regarding the near-term outlook for spending on discretionary recreational goods,” continued Glazer. “This will likely result in a more promotional fourth quarter, as our retail partners seek to drive consumer demand and keep channel inventories low. We believe that our leading portfolio of brands will enable us to continue to outperform across our core categories as we move through this current phase of the economic cycle,” continued Glazer. “Our third quarter sales reflected solid demand for our archery, basketball and safety categories. While sales declined across most of our sales channels during the third quarter, we generated more than 13% year-over-year growth in international sales and 29% growth in our owned e-commerce sales.”

 

“During the first nine months of 2024, we absorbed $2.7 million in non-recurring expenses related to ongoing asset and cost rationalization programs,” stated Glazer. “Importantly, we expect these programs will generate sustained margin improvement into 2025. Our teams have done an exceptional job of managing through the post-pandemic ‘return-to-normal’ and have positioned us for enhanced growth and profitability in the years ahead.”

 

“With the divestiture of our Mexico facility and strong operating cash flow, we repaid $13.7 million of outstanding debt during the quarter, taking our ratio of net debt to trailing twelve-month EBITDA to 1.1x at the end of the third quarter,” stated Glazer. “At this time, we continue to prioritize debt reduction and intend to pay off our higher cost variable rate debt by year-end 2024. In October 2024, we successfully renegotiated our revolving credit facility to allow for more favorable terms and a lower cost of debt, while reducing our unused availability. Our disciplined, return-on-assets-focused approach to capital allocation, including investments in our brands and new product development, continues to position us to build leading positions in the markets we serve.”

 

“Our strong portfolio of brands has consistently outperformed the broader recreational equipment market through the economic cycle,” concluded Glazer. “Looking ahead, we will continue to invest in our brands which provide consumers with innovative, quality products that promote a healthy, active lifestyle and create memorable moments that last a lifetime, much as we have for the last century.”

 

 

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CONFERENCE CALL

 

A conference call will be held Thursday, October 24, 2024, at 11:00 a.m. ET to review the Company’s financial results, discuss recent events and conduct a question-and-answer session.

 

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of Escalade’s website at www.escaladeinc.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software.

 

To participate in the live teleconference:

Domestic Live:	1-877-300-8521
International Live:	1-412-317-6026

 

To listen to a replay of the teleconference, which subsequently will be available through November 7, 2024:

 

Domestic Replay:	1-844-512-2921
International Replay:	1-412-317-6671
Conference ID:	10193511

               

USE OF NON-GAAP FINANCIAL MEASURES

 

In addition to disclosing financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), this release contains the non-GAAP financial measure known as “EBITDA.” A reconciliation of this non-GAAP financial measure is contained at the end of this press release. EBITDA is a non-GAAP financial measure that Escalade uses to facilitate comparisons of operating performance across periods. Escalade believes the disclosure of EBITDA provides useful information to investors regarding its financial condition and results of operations. Non-GAAP measures should be viewed as a supplement to and not a substitute for the Company’s U.S. GAAP measures of performance and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated. Non-GAAP measures have limitations as an analytical tool and should not be considered in isolation or in lieu of an analysis of the Company’s results as reported under U.S. GAAP and should be evaluated only on a supplementary basis.

 

ABOUT ESCALADE

 

Founded in 1922, and headquartered in Evansville, Indiana, Escalade designs, manufactures, and sells sporting goods, fitness, and indoor/outdoor recreation equipment. Our mission is to connect family and friends creating lasting memories. Leaders in our respective categories, Escalade’s brands include Brunswick Billiards®; STIGA® table tennis; Accudart®; RAVE Sports® water recreation; Victory Tailgate® custom games; Onix® pickleball; Goalrilla™ basketball; Lifeline® fitness; Woodplay® playsets; and Bear® Archery. Escalade’s products are available online and at leading retailers nationwide. For more information about Escalade’s many brands, history, financials, and governance please visit www.escaladeinc.com.

 

INVESTOR RELATIONS CONTACT

Patrick Griffin

Vice President - Corporate Development & Investor Relations

812-467-1358

 

 

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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: Escalade’s ability to achieve its business objectives; Escalade’s ability to successfully achieve the anticipated results of strategic transactions, including the integration of the operations of acquired assets and businesses and of divestitures or discontinuances of certain operations, assets, brands, and products; the continuation and development of key customer, supplier, licensing and other business relationships; Escalade’s ability to develop and implement our own direct to consumer e-commerce distribution channel; the impact of competitive products and pricing; product demand and market acceptance; new product development; Escalade’s ability to successfully negotiate the shifting retail environment and changes in consumer buying habits; the financial health of our customers; disruptions or delays in our business operations, including without limitation disruptions or delays in our supply chain, arising from political unrest, war, terrorism, labor strikes, natural disasters, public health crises such as the coronavirus pandemic, and other events and circumstances beyond our control; the impact of management’s conclusion, in consultation with the Audit Committee, that material weaknesses existed in the Company’s internal control procedures over financial reporting; the evaluation and implementation of remediation efforts designed and implemented to enhance the Company’s control environment, which remediation efforts are ongoing; the potential identification of one or more additional material weaknesses in the Company’s internal control of which the Company is not currently aware or that have not yet been detected; the Company’s inability or failure to fully remediate material weaknesses in our internal control procedures over financial reporting or any other material weaknesses in the future could result in material misstatements in our financial statements; Escalade’s ability to control costs, including managing inventory levels; Escalade’s ability to successfully implement actions to lessen the potential impacts of tariffs and other trade restrictions applicable to our products and raw materials, including impacts on the costs of producing our goods, importing products and materials into our markets for sale, and on the pricing of our products; general economic conditions, including inflationary pressures; fluctuation in operating results; changes in foreign currency exchange rates; changes in the securities markets; continued listing of the Company’s common stock on the NASDAQ Global Market; the Company’s inclusion or exclusion from certain market indices; Escalade’s ability to obtain financing, to maintain compliance with the terms of such financing and to manage debt levels; the availability, integration and effective operation of information systems and other technology, and the potential interruption of such systems or technology; the potential impact of actual or perceived defects in, or safety of, our products, including any impact of product recalls or legal or regulatory claims, proceedings or investigations involving our products; risks related to data security or privacy breaches; the potential impact of regulatory claims, proceedings or investigations involving our products; potential residual impacts of the COVID-19 global pandemic on Escalade’s financial condition and results of operations; 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.

 

 

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Escalade, Incorporated and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

 

		Three Months Ended								Nine Months Ended
All Amounts in Thousands Except Per Share Data		September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Net sales		$	67,738			$	73,358			$	187,568			$	198,060
Costs and Expenses
Cost of products sold			50,947				55,222				141,312				152,225
Selling, administrative and general expenses			11,675				11,071				32,439				31,123
Amortization			1,047				620				2,231				1,860
Gain on sale of assets held for sale			(3,905	)			--				(3,905	)			--
Operating Income			7,974				6,445				15,491				12,852
Other Income (Expense)
Interest expense			(530	)			(1,325	)			(1,995	)			(4,280	)
Other income			7				5				13				30
Income Before Income Taxes			7,451				5,125				13,509				8,602
Provision for Income Taxes			1,784				850				3,223				1,637
Net Income		$	5,667			$	4,275			$	10,286			$	6,965
Earnings Per Share Data:
Basic earnings per share		$	0.41			$	0.31			$	0.74			$	0.51
Diluted earnings per share		$	0.40			$	0.31			$	0.73			$	0.50
Dividends declared		$	0.15			$	0.15			$	0.45			$	0.45

 

 

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Consolidated Balance Sheets

(Unaudited)

 

All Amounts in Thousands Except Share Information		September 30, 2024				December 31, 2023				September 30, 2023
		(Unaudited)				(Audited)				(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	426			$	16			$	919
Receivables, less allowance of $669; $652; and $367; respectively			53,480				49,985				63,378
Inventories			85,485				92,462				105,267
Prepaid expenses			5,117				4,280				4,303
Prepaid income tax			156				88				2,080
TOTAL CURRENT ASSETS			144,664				146,831				175,947
Property, plant and equipment, net			22,856				23,786				23,949
Assets held for sale			--				2,653				2,823
Operating lease right-of-use assets			7,640				8,378				8,645
Intangible assets, net			26,409				28,640				29,260
Goodwill			42,326				42,326				42,326
Other assets			1,035				391				423
TOTAL ASSETS		$	244,930			$	253,005			$	283,373
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt		$	7,143			$	7,143			$	7,143
Trade accounts payable			19,965				9,797				24,050
Accrued liabilities			13,769				15,283				11,991
Current operating lease liabilities			1,083				1,041				1,037
TOTAL CURRENT LIABILITIES			41,960				33,264				44,221
Other Liabilities:
Long‑term debt			22,353				43,753				64,896
Deferred income tax liability			3,125				3,125				4,516
Operating lease liabilities			7,125				7,897				8,163
Other liabilities			297				387				407
TOTAL LIABILITIES			74,860				88,426				122,203
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 – 13,877,302; 13,736,800; and 13,736,800; shares respectively			5,909				4,480				3,935
Retained earnings			164,161				160,099				157,235
TOTAL STOCKHOLDERS' EQUITY			170,070				164,579				161,170
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	244,930			$	253,005			$	283,373

 

 

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Reconciliation of GAAP Net Income to Non-GAAP EBITDA

(Unaudited)

 

		Three Months Ended								Nine Months Ended
All Amounts in Thousands		September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Net Income (GAAP)		$	5,667			$	4,275			$	10,286			$	6,965
Interest expense			530				1,325				1,995				4,280
Income tax expense			1,784				850				3,223				1,637
Depreciation and amortization			1,940				1,423				4,691				4,221
EBITDA (Non-GAAP)		$	9,921			$	7,873			$	20,195			$	17,103

 

 

Document And Entity Information	Oct. 23, 2024
Document Information [Line Items]
Entity, Registrant Name	ESCALADE, INCORPORATED
Document, Type	8-K
Document, Period End Date	Oct. 23, 2024
Entity, Incorporation, State or Country Code	IN
Entity, File Number	0-6966
Entity, Tax Identification Number	13-2739290
Entity, Address, Address Line One	817 Maxwell Avenue
Entity, Address, City or Town	Evansville
Entity, Address, State or Province	IN
Entity, Address, Postal Zip Code	47711
City Area Code	812
Local Phone Number	467-1358
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ESCA
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000033488

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