UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K/A (Amendment No. 2)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 25, 2004
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number 0-6966
ESCALADE, INCORPORATED
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(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
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(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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12 b-2 of the Act). Yes [X] No [ ]
Aggregate market value of voting stock held by nonaffiliates of the registrant
as of July 10, 2004: $142,654,286
The number of shares of Registrant's common stock (no par value) outstanding as
of February 18, 2005: 13,067,756
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's Proxy Statement relating to its annual
meeting of stockholders scheduled to be held on April 30, 2005 are incorporated
by reference into Part III of this Report.
ESCALADE, INCORPORATED AND SUBSIDIARIES
Table of Contents
Page
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Explanatory Note
Part I
Item 1. Business 4
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Part II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters and Issuer Purchases of Equity Securities 8
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 17
Item 8. Financial Statements and Supplementary Data 17
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 17
Item 9A. Controls and Procedures 17
Item 9B. Other Information 22
Part III
Item 10. Directors and Executive Officers of the Registrant 22
Item 11. Executive Compensation 22
Item 12. Security Ownership of Certain Beneficial Owners and Management 22
Item 13. Certain Relationships and Related Transactions 23
Item 14. Principal Accountant Fees and Services 23
Part IV
Item 15. Exhibits and Financial Statement Schedules 23
2
Explanatory Note
This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the
fiscal year ended December 25, 2004, filed with the Securities and Exchange
Commission (SEC) on March 10, 2005 is being filed to restate the 2004
consolidated financial statements and other financial information to give effect
to adjustments resulting from the identification of errors related to the over
statement of the provision for income taxes and the over statement of 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 year ended December 25, 2004 and
that, as a result, the previously issued financial statements for those periods
should no longer be relied on. A new footnote (Note 2) has been added to the
restated consolidated financial statements to discuss the restatement effects
and the original footnotes have been renumbered. This Form 10-K/A (Amendment
No.1) amends and restates Items 6, 7, 8, 9A , and 15 of the March 10, 2005
filing. Only the adjustments described herein and no other material information
in our March 10, 2005 filing is amended hereby. Except for the foregoing amended
information, this Form 10-K/A does not reflect events occurring after March 10,
2005, nor does it modify or update those disclosures, except as discussed above
or in Note 2 to the Consolidated Financial Statements. Management is not aware
of any subsequent events that would affect the 2004 consolidated financial
statements.
3
Part I
ITEM 1--BUSINESS
General
Escalade, Incorporated ("Escalade" or "Company") operates in two business
segments: sporting goods and office products. Escalade and its predecessors have
more than 75 years of manufacturing and selling experience in these two
industries.
The following table presents the percentages contributed to Escalade's net sales
by each of its business segments:
2004 2003 2002
-------------------------------------------------------------------------------
Sporting goods 64% 63% 82%
Office/graphic arts 36 37 18
-------- -------- --------
Total net sales 100% 100% 100%
======== ======== ========
For additional segment information, see Note 13 - Operating Segment and
Geographic Information in the consolidated financial statements.
Sporting Goods
Headquartered in Evansville, Indiana, Escalade Sports manufactures and
distributes widely recognized brands in family game room and outdoor sporting
goods products through traditional department stores, mass merchandise
retailers, and sporting goods specific retailers. Escalade is the world's
largest producer of table tennis tables, the world's largest unit producer of
pool tables, and the largest game table importer in the United States. Some of
the Company's most recognized brands include:
Product Segment Brand Names
--------------- -----------
Table Tennis Ping-Pong(R), STIGA(R)
Pool Tables and accessories Mizerak(TM), Murrey(R), Mosconi(TM), Black Widow(TM)
Basketball Backboards and Goals Goalrilla(TM), Goaliath(R), Silverback(TM)
Game Tables (Air Hockey and Soccer) Harvard Game(R), Rhino(TM), Murrey Game(TM)
Archery Fred Bear(R), Indian Archery(R), Jennings(R)
Fitness The STEP(R), USWeight(TM)
The largest sporting goods customer is Sears Roebuck & Co. ("SEARS"), which
accounted for 42%, 38% and 47% of total sporting goods revenues in 2004, 2003
and 2002, respectively. On a consolidated basis, SEARS accounted for 27%, 24%
and 38% of Escalade revenues in 2004, 2003 and 2002, respectively. During 2004
only one other customer accounted for 10% of sporting goods revenues, but was
less than 10% of consolidated revenues. There were no other customers that
accounted for 10% or more of total sporting goods revenues in 2003 or 2002.
Escalade Sports has been a preferred supplier of sporting goods products to
SEARS for more than 30 years, winning numerous awards for delivering outstanding
products and service. Although the Company does not have long-term supplier
contracts with SEARS, the strong relationship with SEARS supports the Company's
belief that SEARS will continue to be a significant customer far into the
future.
Escalade Sports manufactures in the U.S.A. and Mexico; and imports product from
China, where the Company employs a number of contract manufacturers.
Certain products produced by Escalade Sports are subject to regulation by the
Consumer Product Safety Commission. The Company believes it is in full
compliance with all applicable regulations.
4
Office Products
Operating under the Martin Yale name, the office product business gained a
worldwide presence with the 2003 acquisition of a manufacturer and distributor
of data shredding equipment headquartered in Germany. In addition to data
shredding equipment and accessories, Martin Yale products include: paper
trimmers, folding machines, paper drills, collators, bursting machines, letter
openers, and office related products such as keyboard drawers and hole punches.
Martin Yale brands include Martin Yale(TM), Premier(R), Master(TM), Mead
Hatcher(TM), Intimus(R), Paper Monster(R), and VacuShred(TM).
Martin Yale manufactures product in the United States, Mexico, Germany and
China. In addition to the sales offices located at manufacturing plants, Martin
Yale also has offices in the United Kingdom and France. Products are sold
throughout the world to office products retailers, wholesalers and catalog
distributors. No single customer accounted for more than 10% of sales during
2004.
Marketing and Product Development
In both the sporting goods and office product business segments, Escalade has
rigorously developed strategic plans to enhance and promote product branding.
The Company constantly evaluates the quality-to-price paradigm of its customers,
and then designs and redesigns its products to achieve the best fit. Marketing
efforts are then initiated through its retail partners in the form of
advertising and other promotion allowances. In general, the Company does not
directly advertise to end-users.
In order to meet customer needs, each operating segment conducts its own
independent research and development efforts to design new products and enhance
already existing products. On a consolidated basis, the Company incurred
research and development costs of approximately $2.3 million, $2.9 million and
$1.5 million in 2004, 2003 and 2002, respectively.
Competition
Escalade is subject to competition with various manufacturers in each product
line produced or sold by Escalade. The Company is not aware of any other single
company that is engaged in both the same industries as Escalade or that produces
the same range of products as Escalade within such industries. Nonetheless,
competition exists for many Escalade products within both the sporting goods and
office product industries and some competitors are larger and have substantially
greater resources than the Company. Escalade believes that its long-term success
depends on its ability to strengthen its relationship with existing customers,
attract new customers and develop new products that satisfy the quality and
price requirements of sporting goods and office product customers.
Licenses, Trademarks and Brand Names
Escalade Sports has an agreement and contract with Sweden Table Tennis AB for
the exclusive right and license to distribute and produce table tennis equipment
under the brand name STIGA(R) for the United States and Canada. Escalade Sports
has a non-exclusive, non-transferable license to use the trademark PSE(R); only
and specifically for the purpose of applying to juvenile archery equipment and
approved archery accessories.
Escalade is the owner of several registered trademarks and brand names. In the
sporting goods segment, the Company holds the Ping-Pong(R), Harvard(R),
Accudart(R), Indian Archery(R) and Goaliath(R), registered trademarks and
utilizes the Goalrilla(TM), Silverback(TM), Rhino Play(TM), U. S. Weight(TM),
The Step(R), Murrey(R), Mosconi(R), and Mizerak(R) brand names. In the
office/graphic arts segment, the Company owns the Premier(R) and Intimus(R)
registered trademark and utilizes the Martin Yale(TM), Master Products(TM), Mead
Hatcher(TM), Taros(TM), Paper Monster(TM) and VacuShred(TM) brand names.
5
Backlog and Seasonality
Sales are primarily pursuant to standard purchase orders. In most cases orders
are shipped within the same month received. Unshipped orders at the end of the
fiscal year (backlog), were not material, and therefore not an indicator of
future results. Consumer demand for sporting goods is extremely seasonal and
driven by Christmas season demand. Over the past three years approximately 72%
of sporting goods sales have come in the second half of the year. The Company
expects sporting goods sales to continue to be seasonal in the future. Demand
for Office Products has not been seasonal and is not expected to be so in the
future.
Employees
The number of employees at December 25, 2004 and December 27, 2003 for each
business segment were as follows:
2004 2003
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Sporting Goods
USA 341 404
Mexico 160 192
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501 596
Office/Graphic Arts
USA 121 137
Mexico 96 95
Europe 171 202
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388 434
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Total 889 1,030
======= =======
The International Union of Electronic, Electrical, Salaried, Machine and
Furniture Workers AFL-CIO represent hourly rated employees at the Escalade
Sports' Evansville, Indiana factory; approximately 157 employees at December 25,
2004. The current 3-year contract expires in April 2006.
Escalade believes that its employee relations are satisfactory.
Sources of Supplies
Raw materials for Escalade's various product lines consist of wood, steel,
plastics, fiberglass and packaging. Escalade relies upon suppliers in Europe and
Brazil for its requirement of billiard balls and slate utilized in the
production of home billiard tables and upon various Asian manufacturers for
certain of its game tables.
The Company believes that these sources will continue to provide adequate
supplies as needed. All other materials needed for the Company's various
operations are available in adequate quantities from a variety of domestic and
foreign sources.
SEC Reports
Our Internet site (www.escaladeinc.com) makes available to interested parties
our annual report on Form 10-K, quarterly reports on Form 10-Q, and current
reports on Form 8-K, and all amendments to those reports, as well as all other
reports and schedules we file electronically with the Securities and Exchange
Commission (the "Commission"), as soon as reasonably practicable after such
material is electronically filed with or furnished to the Commission. Interested
parties may also find reports, proxy and information statements and other
information on issuers that file electronically with the Commission at the
Commission's Internet site (http://www.sec.gov).
6
ITEM 2--PROPERTIES
At December 25, 2004, the Company operated from the following locations:
Square Owned or
Location Footage Leased Use
-------------------------------------------------------------------------------------------------------------
Sporting Goods
--------------
Evansville, Indiana, USA 346,000 Owned Manufacturing and distribution; sales and
marketing; administration
Evansville, Indiana, USA 82,000 Leased Warehousing
Olney, Illinois, USA 100,000 Leased Manufacturing and distribution
Gainesville, Florida, USA 155,000 Owned Manufacturing and distribution
National City, California, USA 51,000 Leased Warehousing and distribution
Tijuana, Mexico 83,000 Owned Manufacturing and distribution
Tijuana, Mexico 83,000 Leased Manufacturing
Ensenada, Mexico 33,000 Leased Manufacturing
Office Products
---------------
Wabash, Indiana, USA 141,000 Owned Manufacturing and distribution; sales and
marketing; administration
Sanford, N. Carolina, USA 4,128 Leased Sales and marketing
Tijuana, Mexico 84,000 Leased Manufacturing and distribution
Markdorf, Germany 70,000 Owned Manufacturing and distribution; sales and
marketing; administration
Paris, France 13,000 Leased Distribution; sales and marketing
Crawley, UK 17,000 Leased Sales and marketing
The Company has no idle facilities, and believes that its facilities are in
excellent condition and suitable for their respective operations. The Company
also believes that it is in compliance with all applicable environmental
regulations and is not subject to any proceeding by any federal, state or local
authorities regarding such matters. The Company provides regular maintenance and
service on its plants and machinery as required.
In 2004 the Company commenced a facility consolidation effort in the Office
Product business that will consolidate the Tijuana, Mexico facility into the
Wabash, Indiana facility.
ITEM 3--LEGAL PROCEEDINGS
The Company is involved in litigation arising in the normal course of its
business. The Company does not believe that the disposition or ultimate
resolution of such claims or lawsuits will have a material adverse affect on the
business or financial condition of the Company.
ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
7
Part II
ITEM 5--MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's common stock is traded under the symbol "ESCA" on the Nasdaq
National Market. The following table sets forth, for the calendar periods
indicated, the high and low sales prices of the Common Stock as reported by the
Nasdaq National Market:
Prices High Low
---------------------------------------------------------------------------------------
2004
Fourth quarter ended December 25, 2004 $ 16.96 $ 11.80
Third quarter ended October 2, 2004 17.67 10.47
Second quarter ended July 10, 2004 23.64 15.43
First quarter ended March 20, 2004 20.58 14.25
2003
Fourth quarter ended December 27, 2003 $ 14.84 $ 10.62
Third quarter ended October 4, 2003 12.35 7.88
Second quarter ended July 12, 2003 9.52 6.08
First quarter ended March 22, 2003 10.00 6.06
The closing market price on February 18, 2005 was $13.40 per share.
On February 22, 2005, The Company announced the payment of an annual dividend of
$0.15 per share to all shareholders of record on March 11, 2005, payable on
March 18, 2005.
On April 18, 2004, The Board of Directors declared a 2 for 1 stock split payable
to stockholders of record on May 11, 2004, which was distributed on May 25,
2004. All per share amounts have been adjusted to reflect the 2 for 1 stock
split.
On February 18, 2004, The Company announced the payment of an annual dividend of
$0.12 per share to all shareholders of record on March 5, 2004, payable on March
12, 2004.
Depending on profitability and cash flows from operations, the Board of
Directors anticipates that comparable cash dividends will be issued annually.
There were approximately 253 holders of record of the Company's Common Stock at
February 18, 2005. The approximate number of stockholders, including those held
by depository companies for certain beneficial owners, was 1,127.
8
ISSUER PURCHASES OF EQUITY SECURITIES
------------------------------------- ------------------ -------------------- -------------------- --------------------
(d) Maximum Number
(or Approximate
(c) Total Number Dollar Value) of
of Shares (or Shares (or Units)
Units) Purchased that May Yet Be
(a) Total Number (b) Average Price as Part of Purchased Under
of Shares (or Paid per Share (or Publicly Announced the Plans or
Period Units) Purchased Unit) Plans or Programs Programs
--------------------------------------------------------------------------------------------------------------------
Shares purchases prior to
10/03/2004 under the current
repurchase program. 286,610 $7.55 286,610 $ 835,808
--------------------------------------------------------------------------------------------------------------------
Fourth quarter purchases:
--------------------------------------------------------------------------------------------------------------------
10/03/2004 - 10/30/2004 None None None None
--------------------------------------------------------------------------------------------------------------------
10/31/2004 - 11/27/2004 None None None None
--------------------------------------------------------------------------------------------------------------------
11/28/2004 - 12/25/2004 None None None None
--------------------------------------------------------------------------------------------------------------------
Total share purchases under the
current program 286,610 $7.55 286,610 $ 3,000,000
--------------------------------------------------------------------------------------------------------------------
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 2005, the Board of Directors increased the remaining amount on this
plan to its original level of $3,000,000.
9
ITEM 6--SELECTED FINANCIAL DATA
(In thousands, except per share data)
Certain 2004 amounts below have been restated to reflect adjustments resulting
from errors made in calculating income tax expense and employee benefit expense
in 2004 - see Note 2 to the consolidated financial statements in Item 8.
December 25, December 27, December 28, December 29, December 30,
At and For Years Ended 2004 2003 2002 2001 2000
(Restated)
------------------------------------------------------------------------------------------------------------------
Income Statement Data
Net sales
Sporting goods $ 141,644 $ 134,750 $ 122,628 $ 118,867 $ 79,948
Office and graphic
arts products 79,065 81,518 27,596 29,986 36,133
Total net sales 220,709 216,268 150,224 148,853 116,081
Net income 8,180 14,850 11,138 11,139 8,100
Weighted-average shares 12,980 12,968 12,972 12,894 14,166
Per Share Data
Basic earnings per share $ 0.63 $ 1.15 $ 0.86 $ 0.86 $ 0.57
Cash dividends $ 0.12 0 0 0 0
Balance Sheet Data
Working capital 36,852 24,657 27,041 13,574 12,485
Total assets 135,355 134,437 96,788 76,111 69,476
Short-term bank debt 11,638 21,568 11,223 9,770 13,267
Long-term bank debt 15,542 15,020 16,700 6,800 12,700
Total stockholders' equity 71,034 61,283 45,875 34,396 23,960
Fiscal year 2004 was impacted by several events that are more fully described in
Management's discussion and analysis of financial condition and results of
operations.
ITEM 7--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
As discussed more fully in Note 2, Restatement of Financial Statements, in Item
8 of this form 10-K/A (Amendment No. 1), previously issued consolidated
financial statements for 2004 have been restated.
The following section should be read in conjunction with Item 1: Business; Item
6: Selected Financial Data; and Item 8: Financial Statements and Supplementary
Data.
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
10
niche markets. This strategy is heavily dependent on brand recognition and
excellent customer service. The Company's strategic advantage is established
relationships with major retailers. This allows the Company to bring new
products to the market in a very cost effective manner. In addition to strategic
customer relations, the Company has over 75 years of manufacturing and sourcing
experience that enable it to be a low cost supplier.
Because the Company already has a strong market position in many of its product
lines and the growth rates of these markets is low, significant internal growth
is not anticipated. To enable growth the Company has developed a strategy of
growth through strategic acquisition. Under this scenario the Company acquires
product lines with strong brand recognition and then takes them to market
through its established distribution channels building on the Company's market
leader position. Significant synergies are achieved through assimilation into
the existing company structure. Management believes that key indicators in
measuring the success of this strategy are revenue growth and earnings growth.
The following table sets forth the percentage growth in revenues and net income
over the prior years:
2004 2003 2002
(Restated)
-------------------------------------------------------------------------------------
Net revenue
Sporting Goods 5.1% 9.9% 3.2%
Office Products -3.0% 195.4% -8.0%
Total 2.1% 44.0% 0.9%
Net Income -44.9% 33.3% 0.0%
Results of Operations
The following schedule sets forth certain consolidated statement of income data
as a percentage of net revenue for the periods indicated:
2004 2003 2002
(Restated)
-------------------------------------------------------------------------------------
Net revenue 100.0% 100.0% 100.0%
Cost of products sold 71.8% 71.4% 74.0%
---------- ---------- ----------
Gross margin 28.2% 28.6% 26.0%
Selling, administrative and general expenses 19.5% 18.9% 14.0%
Restructuring costs 1.0% 0.0% 0.0%
Goodwill impairment loss 0.6% 0.0% 0.0%
---------- ---------- ----------
Operating income 7.1% 9.7% 12.0%
========== ========== ==========
Consolidated Revenue and Gross Margin
In 2004 the Company concentrated on assimilating the two sizable acquisitions
completed in 2003; an archery equipment business in Sporting Goods and a
shredder manufacturer in the Office Products business. While focused on this
assimilation the Company did not actively pursue acquisitions in either business
segment. Anticipated internal growth of 5.1% in the Sporting Goods business was
offset by a decline of 3.0% in the Office Product business resulting in 2.1%
growth in consolidated revenues over 2003. Customer allowances recorded as a
reduction in revenues increased from 4.5% of gross sales in 2003 to 5.4% in
2004. Substantially all of this increase occurred in the Office Product business
where program costs are required to gain placement in major retailers and office
supply catalogs. Management does not anticipate program costs to continue
growing as a percentage of sales, but to remain at the current levels for the
foreseeable future. Excluding the effects of acquisitions, management expects
the internal growth rate in Sporting Goods to be moderate. Management
anticipates zero revenue growth in the Office Products business as low margin
third party products are rationalized out of the product mix.
11
The consolidated gross margin ratio for 2004 was marginally lower than the rate
in 2003, primarily due to large inventory write-downs recorded in the fourth
quarter. These write-downs, which occurred in the Office Product business,
totaled $2.2 million before taxes and relate to non-core products not
manufactured by the Company which have declining market demand. Excluding the
impact of these write-downs the consolidated gross margin ratio would have
reflected a modest improvement compared to 2003. The gross margin ratio in
Sporting Goods improved over 2003 as a direct result of changing product mix and
cost improvements in manufacturing overhead. The Office Products gross margin
ratio declined in comparison to 2003 as a direct result of the inventory
write-downs previously mentioned. Excluding those write-downs, the 2004 gross
margin ratio in Office Products was comparable to 2003. The Company anticipates
higher material costs (primarily steel and resin costs) in 2005 in both Sporting
Goods and Office Products. This could negatively impact gross margins if the
Company is unsuccessful in raising prices to its customers or engineering costs
out of the products. The magnitude of this negative effect can not be determined
at this time.
Revenues for 2003 were 44% higher than 2002 as a result of two significant
acquisitions; an archery equipment product line in the Sporting Goods business
which added roughly $10 million in revenues and a shredder manufacturer in the
Office Products business which added approximately $54 million in net revenues.
The amount of Customer allowances charged against revenues in 2003 remained
relatively unchanged from the amount recorded in 2002.
The overall gross margin ratio in 2003 was marginally better than the 2002 gross
margin ratio due to the addition of the archery product line in Sporting Goods
which has a higher gross margin rate than other Sporting Goods product lines and
the addition of the shredder business in Office Products which has a higher
gross margin ratio than Sporting Goods. The gross margin ratio in Sporting Goods
increased marginally while the gross margin ratio in Office Products dropped
because the shredder business does not have a comparable gross margin ratio to
the existing Office Product lines.
Consolidated Selling, General and Administrative Expenses
The overall ratio of selling, general and administrative expenses as a
percentage of net revenues increased in 2004 compared to 2003 as a result of
higher corporate costs relating to regulatory compliance (Sarbanes-Oxley Rule
404) and intellectual property defense. The ratio in Sporting Goods increased
slightly as a result of a program to upgrade product display stands in most of
its major retailers. The ratio in Office Products decreased as a direct result
of cost reduction efforts initiated during the year. Management anticipates that
the overall ratio will improve slightly in the future as the full extent of cost
reduction efforts in the Office Products business is realized.
In 2003, the ratio of selling, general and administrative expense to net
revenues increased in comparison to 2002 as a direct result of the acquisition
of the shredder business in Office Products. The Company acquired had
significantly higher selling and administrative costs. The ratio in Sporting
Goods was relatively unchanged from the prior year.
Sporting Goods
The revenue and net income for the Sporting Goods business segment for the three
years ended December 25, 2004 were as follows:
In Thousands 2004 2003 2002
---------------------------------------------------------------------------
Net revenues $ 141,644 $ 134,750 $ 122,628
Operating income 17,926 16,507 15,002
Net income 10,747 9,720 8,400
The revenue increase of 5.1% in 2004 is related to the full year inclusion of
the archery business acquired in June 2003 and increased basketball product
sales in a large sporting goods retailer. Higher sales in arcade, billiards and
table tennis sales were offset by lower sales in fitness, table hockey and
soccer table sales. Sales to the Company's largest customer, Sears Roebuck & Co.
12
(SEARS) were up in 2004 compared to the prior year resulting in SEARS accounting
for 27% of net revenues in 2004 compared to 24% in 2003. Consolidation in the
sporting goods retail sector combined with higher basketball product sales
resulted in one sporting goods specialty retailer accounting for 10% of Sporting
Good sales in 2004. Consolidation in the retail marketplace creates
opportunities for increased placement and challenges on product pricing. The
Company continues to have a very strong relationship with SEARS; winning a
coveted vendor excellence award for the seventh straight year. The Company
believes that the recently announced merger of SEARS and K-Mart may benefit the
Company by resulting in wider placement of the Company's products in K-Mart
stores which have not been a significant customer in the past. However, as the
merger is still in its early stages, it is premature to definitively make this
determination. Year-end inventories at major customers appear to be in line with
historical balances. Consequently the Company expects revenue growth in 2005 to
be roughly equal to the gains experienced in 2004, before the effects of any
acquisitions.
As a percentage of net revenue, both operating income and net income increased
in 2004 compared to 2003; primarily due to improved gross margin ratios.
Revenues in 2003 were 9.9% higher than 2002; primarily as a result of the
archery acquisition in June 2003 which accounted for approximately $10 million
of the revenue increase. Excluding the effect of the archery acquisition net
revenues grew 1.6% over 2002. Both operating income and net income in 2003
reflect modest growth as a percentage of net revenues in comparison to 2002;
primarily due to the increased margins associated with the archery business.
Office Products
The revenue and net income for the Office Products business segment for the
three years ended December 25, 2004 were as follows:
In Thousands 2004 2003 2002
---------------------------------------------------------------------------
Revenues $ 79,065 $ 81,518 $ 27,596
Operating income 573 5,506 4,476
Net income (1,634) 4,223 3,029
Net revenues decreased in 2004 compared to 2003 as a result of weak sales in the
security shredder market; a declining market for the third party products
acquired with the data shredder acquisition in 2003; and higher customer program
costs that are charged against revenues as incurred. New government security
standards were introduced late in 2002 resulting in a spike in security sales in
2003. The 2004 sales level is viewed as a normal sales rate for the security
shredder product. Traditional office products sold under the Martin Yale(TM) and
Premier(TM) brands were higher in 2004 compared to 2003 reflecting better
placement. Sales of Master Product(TM) brands manufactured in Mexico continued
to experience lower sales volume as a result of stiff competition from Asian
imports. The Company expects that the facility consolidation initiated in the
third quarter will eventually stem this sales decline in the Master Product(TM)
brands by making them more competitive. Management expects that pricing
increases initiated in 2004 will offset sales declines due to product
rationalization on third party products resulting in little or no sales growth
in 2005.
Net operating income declined dramatically from the prior year due to
restructuring costs of $2.4 million; a goodwill impairment loss of $1.3 million;
and other unusual charges in the fourth quarter totaling $4.2 million.
Management believes that the restructuring charges incident to the European
operations and the manufacturing operations related to the Master Product(TM)
brands were necessary to make the Company more competitive. The goodwill
impairment loss represents an adjustment to goodwill directly associated with
the Master Product(TM) brand. The unusual write-downs in the fourth quarter
consisted of $2.2 million in inventory write-downs related to third party
products where market demand has deteriorated; $0.6 million in estimated
settlement and legal costs; and $1.4 million in adjustments to assets related to
joint ventures in China and Brazil. Management believes that Office Products is
now poised to deliver profits in 2005.
13
As a direct result of the data shredder acquisition, revenues in 2003 increased
195% over 2002. Revenues from data shredder sales were approximately $54 million
in 2003. Excluding data shredder sales, Office Product revenues were relatively
unchanged from the prior year, indicating a halt to the declining sales trend
experienced in previous years; an improved U.S. economy and access to European
markets as a result of the data shredder acquisition, appear to be the primary
factors for this change.
Net income in 2003 increased 39% over 2002; primarily due to a one-time gain of
approximately $1.4 million related to the forgiveness of European bank debt
assumed in the data shredder acquisition and subsequently forgiven by the bank
in negotiations independent of the acquisition. This gain was recorded in other
income on the consolidated income statement. Excluding this gain, the Office
Products business segment would have reported lower net income compared to 2002
because the data shredder business was not profitable in 2003.
Financial Condition and Liquidity
The Company continues to have a very strong balance sheet. The current ratio, a
basic measure of liquidity (current assets divided by current liabilities),
increased in 2004 to 1.8 as of December 25, 2004; higher than the ratio of 1.4
at December 27, 2003 and comparable to 1.8 at December 28, 2002. Despite
slightly higher revenue levels, inventory and accounts receivable balances
remained relatively unchanged from the prior year. Short-term bank debt was
reduced $9.9 million in 2004 while long-term bank debt was relatively unchanged.
This decline in bank debt reflects the Company's strong cash flow and the lack
of any significant acquisitions during 2004. As a percentage of stockholders'
equity, long-term bank debt has decreased from 25% at December 27, 2003 to 22%
at December 25, 2004.
Cash provided by net income adjusted for non-cash related items amounted to $16
million in 2004; down from the $27 million generated in 2003, but up from the $4
million generated in 2002. The decrease in 2004 reflects lower net income than
2003 and no significant changes in inventory or accounts receivable. The large
increase in 2003 over 2002 reflected lower inventory and accounts receivable
balances in 2003 than in 2002; due to the absence of shipping delays experienced
in the 2002 Christmas Season as a result of the West Coast Longshoreman Lockout.
The absence of any significant acquisitions in 2004 resulted in significantly
less cash being used for investing activities in 2004 compared to 2003 and 2002.
The Company's working capital requirements are primarily funded from cash flows
from operations and revolving credit agreements with its bank. During 2004 the
Company's maximum borrowings under its primary revolving credit lines aggregated
$43 million and the Company met all its debt covenants. A favorable interest
rate climate and the Company's strong financial condition resulted in lower
borrowing costs on the Company's primary bank debt; the average effective
interest rate in 2004 was 3.4%, comparable to 3.3% in 2003. 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 2004. In addition, the Company believes it can quickly reach agreement with
its current lending bank or an alternate lending source to increase available
credit should the need arise.
On February 22, 2005, The Company announced the payment of an annual dividend of
$0.15 per share to all shareholders of record on March 11, 2005, payable on
March 18, 2005.
New Accounting Pronouncements
The following new accounting pronouncements have not yet been adopted by the
Company. A more detailed description may be found in the Notes to the
Consolidated Financial Statements.
In December, 2004, the Financial Accounting Standards Board (FASB) issued an
amendment to SFAS 123 Accounting for Stock-Based Compensation (SFAS 123R) which
eliminates the ability to account for share-based compensation transactions
using Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and generally requires that such transactions be accounted for using
a fair value-based method. SFAS 123R will be effective for the Company beginning
with the third quarter of 2005. SFAS123R applies to all awards granted after the
required effective date and to awards modified, repurchased, or cancelled after
14
that date as well as for the unvested portion of awards existing as of the
effective date. The cumulative effect of initially applying this Statement, if
any, is recognized as of the required effective date. As of the required
effective date, the Company will apply SFAS 123R using a modified version of
prospective application. Under that transition method, compensation cost is
recognized on or after the required effective date for the portion of
outstanding awards, for which the requisite service has not yet been rendered,
based on the grant-date fair value of those awards calculated under SFAS 123 for
either recognition or pro forma disclosures. For periods before the required
effective date, a company may elect to apply a modified version of retrospective
application under which financial statements for prior periods are adjusted on a
basis consistent with the pro forma disclosures required for those periods by
SFAS 123. We are currently evaluating the effect of the recognition and
measurement provisions of SFAS 123R but we currently believe the adoption of
SFAS 123R will not result in a material impact on the Company's results of
operations or financial condition.
Off Balance Sheet Financing Arrangements
The Company has no financing arrangements that are not recorded on the Company's
balance sheet.
Contractual Obligations
The following schedule summarizes the Company's contractual obligations as of
December 25, 2004:
Payments Due by Period
----------------------------------------------------------------------
Less than 1 More than 5
Contractual Obligations Total year 1 -3 years 3 - 5 years years
------------------------------------------------------------------------------------------------------------------
Long-term debt $ 16,250 $ 354 $ 6,196 $ 7,000 $ 2,700
Future interest payments (1) 1,679 528 839 243 69
Future interest payments under the
Interest rate swap agreement (2)
400 117 234 49 --
Operating Leases 3,289 1,136 1,242 653 258
Minimum payments under royalty
agreements 1,500 350 700 350 100
---------- ---------- ---------- ---------- ----------
Total $ 23,118 $ 2,485 $ 9,211 $ 8,295 $ 3,127
========== ========== ========== ========== ==========
Notes:
(1) Assumes that the Company will not increase borrowings under its long-term
credit agreements and that the effective interest rate experienced in 2004
(3.4%) will continue for the life of the agreements.
(2) Assumes that the LIBOR rate (2.41%) at December 25, 2004 will remain
unchanged for the term of the swap agreement.
Critical Accounting Estimates
The methods, estimates and judgments used in applying the Company's accounting
policies have a significant impact on the results reported in its financial
statements. Some of these accounting policies require difficult and subjective
judgments, often as a result of the need to make estimates of matters that are
inherently uncertain. The most critical accounting estimates are described below
and in the Notes to the Consolidated Financial Statements.
Product Warranty
The Company provides limited warranties on certain of its products, for varying
periods. Generally, the warranty periods range from 90 days to one year.
However, some products carry extended warranties of seven-year, ten-year, and
lifetime warranties. The Company records an accrued liability and expense for
estimated future warranty claims based upon historical experience and
management's estimate of the level of future claims. Changes in the estimated
amounts recognized in prior years are recorded as an adjustment to the accrued
liability and expensed in the current year. To the extent there are product
15
defects in current products that are unknown to management and do not fall
within historical defect rates, the product warranty reserve could be
understated and the Company could be required to accrue additional product
warranty costs thus negatively affecting gross margin.
Inventory Valuation Reserves
The Company evaluates inventory for obsolescence and excess quantities based on
demand forecasts based on specified time frames; usually one year. The demand
forecast is based on historical usage, sales forecasts and current as well as
anticipated market conditions. All amounts in excess of the demand forecast are
deemed to be excess or obsolete and a reserve is established based on the
anticipated net realizable value. To the extent that demand forecasts are
greater than actual demand and the Company fails to reduce manufacturing output
accordingly, the Company could be required to record additional inventory
reserves which would have a negative impact on gross margin.
Allowance for Doubtful Accounts
The Company provides an allowance for doubtful accounts based upon a review of
outstanding receivables, historical collection information and existing economic
conditions. Accounts receivable are ordinarily due between 30 and 60 days after
the issuance of the invoice. Accounts are considered delinquent when more than
90 days past due. Delinquent receivables are reserved or written off based on
individual credit evaluation and specific circumstances of the customer. To the
extent that actual bad debt losses exceed the allowance recorded by the Company,
additional reserves would be required which would increase selling, general and
administrative costs.
CO-OP Advertising
The Company offers co-operative advertising allowances to certain retailers to
encourage product promotions. These agreements are typically based on a
percentage of retailer purchases up to a maximum allowance and the Company is
never directly involved with the media provider. The Company accrues the
estimated cost of these programs based on the sales volume of the retailer and
historical trends. As costs are accrued they are recorded as a reduction in
sales. To the extent that actual co-operative advertising costs exceed the
Company's estimates, additional co-operative advertising allowances would be
required which would reduce net revenues.
Volume Rebates
The Company has various rebate programs with its retailers that are based on
purchase volume. Typically these programs are based on achieving specified sales
volumes and the rebate is calculated as a percentage of purchases. Based on the
terms of the agreement, purchase levels and historical trends the Company
accrues the estimated cost of these programs and records the same as a reduction
in sales. To the extent that actual rebate program costs exceed the Company's
estimates, additional rebate program allowances would be required which would
reduce net revenues.
Catalog Allowances
A number of large office supply dealers operate through catalogs distributed to
businesses throughout the country. Product content is decided by the dealer each
time a new catalog is issued; typically once a year. Catalog allowances are
required by the dealer as an inducement to include the Company's products. The
allowance is based on a fixed cost per page and/or a percentage of purchases by
the dealer. The fixed portion of the allowance is often paid when the catalog is
distributed and is recognized when incurred and the variable portion is accrued
based on dealer purchases and historical trends. Catalog allowances are recorded
as a reduction in sales. To the extent that actual catalog costs exceed the
estimated costs associated with variable agreement provisions, additional
catalog allowances would be required which would negatively impact net revenues.
Effect of Inflation
The Company cannot accurately determine the precise effects of inflation;
however, there were some increases in sales and costs due to inflation in 2004.
The Company attempts to pass on increased costs and expenses through price
increases when necessary. The Company is working on reducing expense levels,
improve manufacturing technologies and redesigning products to keep these costs
under control.
16
Capital Expenditures
As of December 25, 2004, the Company had no material commitments for capital
expenditures.
ITEM 7A -- 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 not have resulted in a material
impact on income before taxes for the year ended December 25, 2004.
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 into 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 December 25, 2004 the aggregate
book value of long-term marketable equity securities was $1.8 million. Due to
the unpredictable nature of the equity market the Company has not employed any
hedge programs relative to these investments.
ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by Item 8 are set forth
in Part IV, Item 15.
ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A --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
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
17
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-K/A
and in Note 2 to our financial statements, the Company's Chief Executive Officer
and Chief Financial Officer reevaluated that the Company's disclosure controls
and procedures and concluded that such controls and procedures were not
effective as of December 25, 2004 because of a material weakness in internal
control over financial reporting (described below in Management's Report on
Internal Control over Financial Reporting) relating to errors in calculating the
provision for income taxes.
Management's Report on Internal Control over Financial Reporting (Revised)
Escalade's management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Company. Escalade's internal
control system was designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. Internal control over financial reporting of the Company includes
those policies and procedures that:
(1) pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions of the Company;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the Company are being made only in accordance with authorizations of management
and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the Company's financial statements.
All internal control systems, no matter how well designed, have inherent
limitations, including the possibility of human error or circumvention through
collusion or improper overriding of controls. Therefore, even those internal
control systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation. Further, because of changes in
conditions, the effectiveness of internal control may vary over time.
The management of Escalade assessed the effectiveness of the Company's internal
control over financial reporting as of December 24, 2004. In making its
assessment of internal control over financial reporting, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control - Integrated Framework and implemented a
process to monitor and assess both the design and operating effectiveness of the
Company's internal controls.
A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. In the Company's Annual Report on Form 10-K for the year ended
December 25, 2004, filed on March 10, 2005, management concluded that the
Company's internal control over financial reporting was effective as of December
25, 2004. Subsequently, management identified a material weakness in the
Company's internal control over financial reporting with respect to calculating
the provision for income taxes. This material weakness resulted in this
18
amendment to the Annual Report on Form 10-K for the year ended December 25,
2004. Solely as a result of this material weakness, management has revised its
earlier assessment and has now concluded that the Company's internal control
over financial reporting was not effective as of December 25, 2004.
Management's assessment of the effectiveness of the Company's internal control
over financial reporting as of December 25, 2004 has been audited by BKD LLP, an
independent registered public accounting firm that audited the Company's
consolidated financial statements included in this annual report. The
attestation report on management's assessment of the Company's internal control
over financial reporting prepared by the independent registered public
accounting firms are included below in this Item 9A.
/s/ Daniel A. Messmer, /s/ Terry Frandsen,
President and Chief Executive Officer Chief Financial Officer
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 fourth quarter of 2004. In connection
with such evaluation, there have been no changes to the Company's internal
control over financial reporting that occurred since the beginning of the
Company's fourth quarter of 2004 that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
Report of Independent Registered Public Accounting Firm
Audit Committee,
Board of Directors and Stockholders
Escalade, Incorporated
Evansville, Indiana
We have audited management's revised assessment, included in the accompanying
Management's Report on Internal Control over Financial Reporting that Escalade,
Incorporated (Company) did not maintain effective internal control over
financial reporting as of December 25, 2004, because of the effect of the
material weakness related to the overstatement of the provision for income
taxes, based on criteria established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Company's management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility
is to express an opinion on management's assessment and an opinion on the
effectiveness of the Company's internal control over financial reporting based
on our audit. We did not examine the effectiveness of internal control over
financial reporting of Martin Yale International, GmbH, a wholly-owned
subsidiary, whose consolidated financial statements reflect total assets and net
sales of $33,547 and $41,864 (dollars in thousands), respectively, included in
the related consolidated financial statement amounts as of and for the year
ended December 25, 2004. The effectiveness of this subsidiary's internal control
over financial reporting was audited by other accountants whose report has been
furnished to us, and our opinion, insofar as it relates to the effectiveness of
the subsidiary's internal control over financial reporting, is based solely on
the report of the other accountants.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. An audit includes obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control and performing such
other procedures as we consider necessary in the circumstances. We believe that
our audit and the report of the other accountants provide a reasonable basis for
our opinion.
19
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.
A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The following material weakness has been identified and included in
management's assessment. The Company overstated its provision for income taxes.
As a result of the material weakness, the Company's consolidated financial
statements, for the year ended December 25, 2004, and for each of the quarters
in 2004 have been restated. This material weakness was considered in determining
the nature, timing and extent of audit tests applied in our audit of the 2004
consolidated financial statements, and this report does not affect our report
dated February 18, 2005, on those consolidated financial statements, except as
to the restatement discussed in Note 2 to the 2004 consolidated financial
statements, which is as of March ___, 2007.
As stated in the 4th paragraph of Management's Report on Internal Control over
Financial Reporting, management's assessment of the effectiveness of the
Company's internal control over financial reporting has been revised.
In our opinion, based on our audit and the report of other accountants,
management's revised assessment that Escalade, Incorporated did not maintain
effective internal control over financial reporting as of December 25, 2004, is
fairly stated, in all material respects, based on criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also, in our opinion, based on
our audit and the report of other accountants, because of the effect of the
material weakness described above on the achievement of the objectives of the
control criteria, Escalade, Incorporated has not maintained effective internal
control over financial reporting as of December 25, 2004, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated financial
statements of Escalade, Incorporated, and our report dated February 18, 2005,
except for Note 2, as to which the date is March 13, 2007 expressed an
unqualified opinion thereon.
/s/ BKD, LLP
Evansville, Indiana
February 18, 2005, except as to the 4th paragraph of Management's Report on
Internal Control Over Financial Reporting (Revised), which is as of March 13,
2007
20
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
To the Stockholders and Board of Directors
Martin Yale International GmbH,
Markdorf/Germany
We have audited management's assessment, included in the accompanying
"Management's Report on Internal Control over Financial Reporting", that Martin
Yale International GmbH, Markdorf/Germany maintained effective internal control
over financial reporting as of December 31, 2004, based on criteria established
in Internal Control-- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company's management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the company's internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assessment that Martin Yale International GmbH,
Markdorf/Germany maintained effective internal control over financial reporting
as of December 31, 2004, is fairly stated, in all material respects, based on
criteria established in Internal Control-- Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in
our opinion, Martin Yale International GmbH, Markdorf/Germany maintained, in all
material respects, effective internal control over financial reporting as of
December 31, 2004, based on criteria established in Internal Control--
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
the Company as of December 31, 2004, and the related consolidated statements of
income, and cash flows for the period ended December 31, 2004, and the related
financial statement schedule in the period ended December 31, 2004, and our
report dated February 18, 2005, expressed an unqualified opinion thereon.
/s/ FALK & Co GmbH
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft
Heidelberg/Germany
February 18, 2005
21
ITEM 9B -- OTHER INFORMATION
None.
Part III
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required under this item with respect to Directors and Executive
Officers is contained in the registrant's Proxy Statement relating to its annual
meeting of stockholders scheduled to be held on April 30, 2005 under the
captions "Certain Beneficial Owners," "Election of Directors," and "Executive
Officers of the Registrant" and is incorporated herein by reference.
ITEM 11-- EXECUTIVE COMPENSATION
Information required under this item is contained in the registrant's Proxy
Statement relating to its annual meeting of stockholders scheduled to be held on
April 30, 2005 under the caption "Executive Compensation" and is incorporated
herein by reference, except that the information required by Items 402(k) and
(l) of Regulation S-K which appear within such caption under the sub-headings
"Compensation and Stock Option Committees", "Report of Audit Committee" and
"Financial Performance" are specifically not incorporated by reference into this
Form 10-K or into any other filing by the registrant under the Securities Act of
1933 or the Securities Exchange Act of 1934.
ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Except for the information required by Item 201(d) of Regulation S-K, which is
included below, information required by this item is contained in the
registrant's proxy statement relating to its annual meeting of stockholders
scheduled to be held on April 30, 2005 under the caption "Certain Beneficial
Owners" and is incorporated herein by reference.
Equity Compensation Plan Information
Number of Weighted-Average
Securities to be Issued Exercise Price Number of
Upon Exercise of of Outstanding Options, Securities Remaining
Outstanding Options, Warrants Available for Future
Plan Category Warrants and Rights and Rights Issuance
----------------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved by security
holders (1) 578,930 $10.19 1,157,736
Equity compensation plans not approved by
security holders -- -- --
------------ ------------
Total 578,930 1,157,736
============ ============
(1) These plans are the Company's 1997 Incentive Stock Option Plan and the 1997
Director Stock Option Plan.
22
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14 -- PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is contained in the registrant's proxy
statement relating to its annual meeting of stockholders scheduled to be held on
April 30, 2005 under the caption "Principal Accounting Firm Fees" and is
incorporated herein by reference.
Part IV
ITEM 15 -- EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) Documents filed as a part of this report:
(1) Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated financial statements of Escalade, Incorporated and
subsidiaries:
Consolidated balance sheets--December 25, 2004
and December 27, 2003 Consolidated statements of
income--fiscal years ended December 25, 2004,
December 27, 2003 and December 28, 2002
Consolidated statements of stockholders' equity--fiscal
years ended December 25, 2004, December 27, 2003 and
December 28, 2002
Consolidated statements of cash flows--fiscal years ended
December 25, 2004, December 27, 2003 and December 28,
2002
Notes to consolidated financial statements
(2) Financial Statement Schedules
Report of Independent Registered Accounting Firm on financial
statement schedules
For the three-year period ended December 25, 2004:
Schedule II--Valuation and qualifying accounts
All other schedules are omitted because of the absence of
conditions under which they are required or because the required
information is given in the consolidated financial statements or
notes thereto.
(3) Exhibits
3.1 Articles of incorporation of Escalade, Incorporated (a)
3.2 By-Laws of Escalade, Incorporated (a)
4.1 Form of Escalade, Incorporated's common stock
certificate (a)
10.1 Licensing agreement between Sweden Table Tennis AB and
Indian Industries, Inc. dated January 1, 1995 (d)
10.2 Amended and Restated Credit Agreement dated October 24,
2001 between Escalade, Incorporated and Bank One,
Indiana, N.A. dated August 29, 2002 (g)
10.3 First Amendment to Amended and Restated Credit Agreement
dated October 24, 2001 between Escalade, Incorporated
and Bank One, Indiana, N.A. dated August 29, 2002 (h)
10.4 Third Amendment to amend and restate the credit
agreement between Escalade, Incorporated and Bank One,
N.A. The effective date is June 1, 2003 (i)
10.5 Credit Agreement dated as of September 5, 2003 by and
between Indian-Martin, Inc. and Bank One, National
Association (excluding exhibits and schedules not deemed
to be material). The effective date is September 7, 2003
(j)
23
10.6 Revolving Note dated as of September 5, 2003 in
principal amount of $45,000,000, executed by
Indian-Martin, Inc. in favor of Bank One, National
Association (j)
10.7 Pledge Agreement dated as of September 5, 2003 by and
between Indian-Martin, Inc. and Bank One, National
Association (j)
10.8 Collateral Assignment and Security Agreement dated as of
September 5, 2003 by and between Indian-Martin, Inc. and
Bank One, National Association (j)
10.9 Receivables Purchase Agreement dated as of September 5,
2003 by and between Indian-Martin, Inc. and
Indian-Martin AG (j)
10.10 Receivables Purchase Agreement dated as of September 5,
2003 by and between Indian-Martin, Inc. and Indian
Industries, Inc. Substantially similar Receivables
Purchase Agreements were also entered into by
Indian-Martin, Inc. and each of Escalade, Incorporated's
other domestic operating subsidiaries, Harvard Sports,
Inc., Martin Yale Industries, Inc., Master Products
Manufacturing Company, Inc., U.S. Weight, Inc. and Bear
Archery, Inc. (j)
10.11 Services Agreement dated as of September 5, 2003 by and
between Indian-Martin, Inc. and Martin Yale Industries,
Inc. Substantially similar Services Agreements were also
entered into by Indian-Martin, Inc. and each of
Escalade, Incorporated's other domestic operating
subsidiaries, Harvard Sports, Inc., Indian Industries,
Inc., Master Products Manufacturing Company, Inc., U.S.
Weight, Inc. and Bear Archery, Inc. (j)
10.12 Escalade Subordination Agreement dated as of September
5, 2003 between Escalade, Incorporated and Bank One,
National Association (j)
10.13 Offset Waiver Agreement dated as of September 5, 2003
between Escalade, Incorporated, Bank One, National
Association, Indian-Martin, Inc., Harvard Sports, Inc.,
Indian Industries, Inc., Martin Yale Industries, Inc.,
Master Products Manufacturing Company, Inc., U.S.
Weight, Inc. and Bear Archery, Inc. (j)
10.14 Loan Agreement dated September 1, 1998 between Martin
Yale Industries, Inc. and City of Wabash, Indiana (f)
10.15 Trust Indenture between the City of Wabash, Indiana and
Bank One Trust Company, NA as Trustee dated September 1,
1998 relating to the Adjustable Rate Economic
Development Revenue Refunding Bonds, Series 1998 (Martin
Yale Industries, Inc. Project) (f)
10.16 First Amendment to Credit Agreement dated September 5,
2003 by and between Indian-Martin, Inc. and Bank One,
National Association, a national banking association.
The Effective date of the Amendment was July 15, 2004.
(k)
10.17 Fourth amendment to amended and restated credit
agreement dated June 1, 2003 by and between Escalade,
Incorporated and Bank One, N.A. a national banking
association. The Effective date of amendment was July
15, 2004. (l)
10.18 Euro revolving note dated July 15, 2004, in principal
amount of (euro)2,500,000, executed by Escalade,
Incorporated in favor of Bank One, N.A., London branch.
(l)
10.19 Uncommitted overdraft facility not to exceed 1.0 million
Euro and 500 thousand pounds sterling between Escalade,
Incorporated and Bank One, N.A., London branch. (l)
(4) Executive Compensation Plans and Arrangements
10.20 The Harvard Sports/Indian Industries, Inc. 401(k) Plan
as amended and merged in 1993 (c)
10.21 Martin Yale Industries, Inc. 401(k) Retirement Plan as
amended in 1993 (c)
10.22 Incentive Compensation Plan for Escalade, Incorporated
and its subsidiaries (a)
10.23 Example of contributory deferred compensation agreement
between Escalade, Incorporated and certain management
employees allowing for deferral of compensation (a)
10.24 1997 Director Stock Compensation and Option Plan (e)
10.25 1997 Incentive Stock Option Plan (e)
10.26 1997 Director Stock Compensation and Option Plan
Certificate (m)
10.27 1997 Incentive Stock Option Plan Certificate (n)
10.28 Escalade, Incorporated schedule of Directors
Compensation (n)
10.29 Escalade, Incorporated schedule of Executive Officers
Compensation (n)
24
21 Subsidiaries of the Registrant (n)
23.1 Consent of BKD, LLP
23.2 Consent of FALK & Co GmbH
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
(a) Incorporated by reference from the Company's Form S-2
Registration Statement, File No. 33-16279, as declared
effective by the Securities and Exchange Commission on
September 2, 1987
(b) Intentionally not used
(c) Incorporated by reference from the Company's 1993 Annual
Report on Form 10-K
(d) Incorporated by reference from the Company's 1995 Annual
Report on Form 10-K
(e) Incorporated by reference from the Company's 1997 Proxy
Statement
(f) Incorporated by reference from the Company's 1998 Third
Quarter Report on Form 10-Q
(g) Incorporated by reference from the Company's 2001 Third
Quarter Report on Form 10-Q
(h) Incorporated by reference from the Company's 2002 Third
Quarter Report on Form 10-Q
(i) Incorporated by reference from the Company's 2003 Second
Quarter Report on Form 10-Q
(j) Incorporated by reference from the Company's 2003 Third
Quarter Report on Form 10-Q
(k) Incorporated by reference from the Company's 2004 Second
Quarter Report on Form 10-Q
(l) Incorporated by reference from the Company's 2004 Third
Quarter Report on Form 10-Q
(m) Incorporated by reference from the Company's 2004 Annual
Report on Form 10-K
(n) Previously filed on March 10, 2005 as part of the Company's
2004 Annual Report on Form 10-K.
25
ESCALADE, INCORPORATED AND SUBSIDIARIES
Index to Financial Statements
The following consolidated financial statements of the Registrant and its
subsidiaries and Independent Accountants' Report are submitted herewith:
Page
Report of Independent Registered Accounting Firm............................27
Consolidated financial statements of Escalade, Incorporated and
subsidiaries:
Consolidated balance sheets--December 25, 2004 and December 27, 2003.....29
Consolidated statements of income--fiscal years ended
December 25, 2004, December 27, 2003 and December 28, 2002............30
Consolidated statements of stockholders' equity--fiscal years
ended December 25, 2004, December 27, 2003 and December 28, 2002......31
Consolidated statements of cash flows--fiscal years ended
December 25, 2004, December 27, 2003 and December 28, 2002............32
Notes to consolidated financial statements...............................33
26
[GRAPHIC OMITTED]
BKD LLP
Report of Independent Registered Public Accounting Firm
Audit Committee, Board of Directors and Stockholders
Escalade, Incorporated
Evansville, Indiana
We have audited the accompanying consolidated balance sheets of Escalade,
Incorporated as of December 25, 2004 and December 27, 2003, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended December 25, 2004. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits. We did not audit the 2004 consolidated financial
statements of Martin Yale International, GmbH, a wholly-owned subsidiary, which
consolidated statements reflect total assets and net sales of $33,547 and
$41,864 (dollars in thousands), respectively, included in the related
consolidated financial statement amounts as of and for the year ended December
25, 2004. Those consolidated statements were audited by other accountants, whose
report has been furnished to us and our opinion, insofar as it relates to the
amounts included for Martin Yale International, GmbH, is based solely on the
report of the other accountants.
Our audits also included auditing the adjustments to convert the financial
statements of Martin Yale International, GmbH into accounting principles
generally accepted in the United States of America for purposes of
consolidation.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
the other accountants provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other accountants for
2004, the consolidated financial statements referred to above present fairly, in
all material respects, the financial position of Escalade, Incorporated as of
December 25, 2004 and December 27, 2003, and the results of its operations and
its cash flows for each of the three years in the period ended December 25,
2004, in conformity with accounting principles generally accepted in the United
States of America.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of Escalade,
Incorporated's internal control over financial reporting as of December 25,
2004, based on criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) and our report dated February 18, 2005, except as to the 4th paragraph of
Management's Report on Internal Control Over Financial Reporting (Revised),
which is as of March 13, 2007 expressed an unqualified opinion on management's
assessment and an adverse opinion on the effectiveness of the Company's internal
control over financial reporting.
/s/ BKD LLP
Evansville, Indiana
February 18, 2005, except for Note 2, as to which the date is March 13, 2007.
27
FALK & Co
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Martin Yale International GmbH,
Markdorf/Germany
We have audited the accompanying consolidated balance sheet of Martin Yale
International GmbH, Markdorf/Germany and Subsidiaries (the Company) as of
December 31, 2004 and the related consolidated statements of income and cash
flows for each of the year ended December 31, 2004. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in 2004 in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company as of December 31, 2004 and the consolidated results of its operations
and its cash flows for the year ended December 31, 2004, in conformity with
accounting principles generally accepted in Germany.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of the Company's
internal control over financial reporting as of December 31, 2004, based on
criteria established in Internal Control -- Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, and our report
dated February 18, 2005, expressed an unqualified opinion on management's
assessment of, and the effective operation of, internal control over financial
reporting.
/s/ FALK & Co GmbH
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft
Heidelberg/Germany,
February 18, 2005
28
ESCALADE, INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets
December 25, December 27,
2004 2003
All Amounts in Thousands Except Share Information (Restated)
------------------------------------------------------------------------------------------------------
Assets
Current assets
Cash and cash equivalents $ 3,050 $ 648
Receivables, less allowances of $2,510 and $1,991 44,363 45,073
Inventories 30,482 29,853
Prepaid expenses 3,011 1,611
Deferred income tax benefit 2,062 2,434
Income tax receivable 690 --
------------ ------------
Total current assets 83,658 79,619
Property, plant and equipment, net 16,498 17,537
Intangible assets 8,019 9,026
Goodwill 17,888 18,777
Investments 6,446 5,526
Other assets 2,846 3,952
------------ ------------
Total assets $ 135,355 $ 134,437
============ ============
Liabilities and Stockholders' Equity
Current liabilities
Notes payable--bank $ 11,638 $ 21,568
Current portion of long-term debt 354 354
Trade accounts payable 8,034 8,139
Accrued liabilities 26,780 23,321
Income tax payable -- 1,580
------------ ------------
Total current liabilities 46,806 54,962
Long-term debt, less current portion 15,896 15,729
Deferred compensation 1,233 1,408
Interest rate swap 386 1,055
Commitments and contingencies -- --
------------ ------------
Total liabilities 64,321 73,154
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: 2004--13,031,064 shares,
2003--12,854,162 shares 13,031 12,854
Retained earnings 53,450 46,182
Accumulated other comprehensive income 4,553 2,247
------------ ------------
Total stockholders' equity 71,034 61,283
------------ ------------
Total liabilities and stockholders' equity $ 135,355 $ 134,437
============ ============
See notes to consolidated financial statements.
29
ESCALADE, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Income
Years Ended
------------------------------------------
December 25, December 27, December 28,
All Amounts in Thousands Except Per Share Data 2004 2003 2002
(Restated)
----------------------------------------------------------------------------------------------------------
Net Sales $ 220,709 $ 216,268 $ 150,224
Costs, Expenses and Other Income
Cost of products sold 158,391 154,365 111,164
Selling, administrative and general expenses 42,958 40,907 21,097
Restructuring costs 2,366 -- --
Goodwill impairment loss 1,312 -- --
------------ ------------ ------------
Operating income 15,682 20,996 17,963
Interest expense 1,772 2,282 951
Other expense (income) (19) (2,509) 69
------------ ------------ ------------
Income Before Income Taxes 13,929 21,223 16,943
Provision for Income Taxes 5,749 6,373 5,805
------------ ------------ ------------
Net Income $ 8,180 $ 14,850 $ 11,138
============ ============ ============
Earnings Per Share Data
Basic earnings per share $ 0.63 $ 1.15 $ 0.86
============ ============ ============
Diluted earnings per share $ 0.62 $ 1.13 $ 0.83
============ ============ ============
See notes to consolidated financial statements.
30
ESCALADE, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Accumulated
Other
Common Stock Comprehensive
----------------------- Retained Income
All Amounts in Thousands Shares Amount Earnings (Loss) Total
---------------------------------------------------------------------------------------------------------------
Balances at December 29, 2001 12,848 12,848 21,423 125 34,396
Comprehensive income
Net income ` 11,138 11,138
Unrealized losses on securities, net
of tax (149) (149)
----------
Total comprehensive income 10,989
Exercise of stock options 192 192 345 537
Stock issued under the Director Stock
Option Plan 24 24 56 80
Purchase of stock (46) (46) (81) (127)
--------------------------------------------------------------
Balances at December 28, 2002 13,018 13,018 32,881 (24) 45,875
Comprehensive income
Net income ` 14,850 14,850
Unrealized gain on securities, net of
tax 103 103
Foreign Currency Translation
Adjustment 2,853 2853
Unrealized Loss on Interest Rate Swap
Agreement, net of tax (685) (685)
----------
Total comprehensive income 17,121
Exercise of stock options 120 120 230 350
Stock issued under the Director Stock
Option Plan 4 4 47 51
Purchase of stock (288) (288) (1,826) (2,114)
--------------------------------------------------------------
Balances at December 27, 2003 12,854 12,854 46,182 2,247 61,283
Adjustment applicable to prior years
(See Note 2) -- -- 703 -- 703
--------------------------------------------------------------
Balances at December 27, 2003 (As 12,854 12,854 46,885 2,247 61,986
restated, See Note 2)
Comprehensive income
Net income ` 8,180 8,180
Unrealized gain on securities, net of
tax 102 102
Foreign Currency Translation
Adjustment, net of tax 1,770 1,770
Unrealized Gain on Interest Rate Swap
Agreement, net of tax 434 434
----------
Total comprehensive income 10,486
Exercise of stock options 226 226 814 1,040
Dividend Paid (1,556) (1,556)
Stock issued under the Director Stock
Option Plan 10 10 52 62
Purchase of stock (59) (59) (925) (984)
--------------------------------------------------------------
Balances at December 25, 2004 (Restated) 13,031 13,031 53,450 4,553 71,034
==============================================================
See notes to consolidated financial statements.
31
ESCALADE, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(All Amounts in Thousands)
Years Ended December 25, December 27 and December 28 2004 2003 2002
(Restated)
----------------------------------------------------------------------------------------------------------
Operating Activities
Net income $ 8,180 $ 14,850 $ 11,138
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 5,016 5,301 3,798
Goodwill Impairment 1,312 -- --
Provision for doubtful accounts 1,523 131 101
Deferred income taxes 569 (1,042) (14)
Provision for deferred compensation 132 121 117
Deferred compensation paid (307) (50) (55)
(Gain) loss on disposals of assets 130 (25) (304)
Changes in
Accounts receivable (79) 3,077 (6,974)
Inventories (168) 5,959 (1,004)
Prepaids 239 262 (378)
Other assets (385) (1,024) (500)
Income tax payable (3,444) (264) (493)
Accounts payable and accrued expenses 3,031 (770) (1,557)
------------------------------------------
Net cash provided by operating activities 15,749 26,526 3,875
------------------------------------------
Investing Activities
Change in cash surrender value, net of loans and premiums -- (153) 15
Purchase of property and equipment (2,410) (2,564) (3,085)
Purchase of long-term investments -- (846) (15)
Acquisitions, Net of Cash Acquired (632) (10,730) (9,158)
Proceeds from sale of property and equipment 288 207 1,699
Equity investment in Schleicher & Co. International AG -- (9,886) (2,557)
------------------------------------------
Net cash used by investing activities (2,754) (23,972) (13,101)
------------------------------------------
Financing Activities
Net increase (decrease) in notes payable--bank (8,689) (2,270) 1,453
Proceeds from exercise of stock options 1,040 350 617
Reduction of long-term debt (354) (1,848) (5,167)
Purchase of stock (984) (2,114) (127)
Cash Dividend Paid (1,556) -- --
Proceeds from long-term debt -- -- 14,900
------------------------------------------
Net cash provided (used) by financing activities (10,543) (5,882) 11,676
------------------------------------------
Effect of exchange rate changes on cash (50) 606 --
------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents 2,402 (2,722) 2,450
Cash and Cash Equivalents, Beginning of Year 648 3,370 920
------------------------------------------
Cash and Cash Equivalents, End of Year $ 3,050 $ 648 $ 3,370
==========================================
Supplemental Cash Flows Information
Interest paid $ 1,741 $ 2,285 $ 952
Income taxes paid, net 8,418 7,207 6,831
Fixed assets in accounts payable -- -- 68
See notes to consolidated financial statements.
32
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 -- Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Escalade, Incorporated and its wholly owned subsidiaries (the "Company") are
engaged in the manufacture and sale of sporting goods and office products. The
Company is headquartered in Wabash, Indiana and has manufacturing facilities in
the United States of America, Mexico, Germany and China. The Company sells
products to customers throughout the world.
Principles of Consolidation
The consolidated financial statements include the accounts of Escalade,
Incorporated and its wholly-owned subsidiaries. All material intercompany
accounts and transactions have been eliminated.
Basis of Presentation
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
books and records of Subsidiaries located in foreign countries are maintained
according to generally accepted accounting principles in those countries. Upon
consolidation the Company evaluates the differences in accounting principles and
determines whether adjustments are necessary to convert the foreign financial
statements to the accounting principles upon which the consolidated financial
statements are based. As a result of this evaluation no material adjustments
were identified.
Fiscal Year End
The Company's fiscal year is a 52 or 53 week period ending on the last Saturday
in December. Fiscal 2004, 2003, and 2002 were each 52 weeks long ending on
December 25, 2004, December 27, 2003, and December 28, 2002, respectively.
Cash and Cash Equivalents
Highly liquid financial instruments with insignificant interest rate risk and
with original maturities of three months or less are classified as cash and cash
equivalents.
Inventories
Inventory cost is computed on a currently adjusted standard cost basis (which
approximates actual cost on a current average or first-in, first-out basis).
Work in process and finished goods inventory are determined to be saleable based
on a demand forecast within a specific time horizon, generally one year or less.
Inventory in excess of saleable amounts is reserved, and the remaining inventory
is valued at the lower cost or market. This inventory valuation reserve totaled
$6.3 million and $5.5 million at fiscal year-end 2004 and 2003, respectively.
Inventories, net of the valuation reserve, at fiscal year-ends were as follows:
In Thousands 2004 2003
-----------------------------------------------------------------
Raw materials $ 8,562 $ 7,300
Work in process 5,142 5,133
Finished goods 16,778 17,420
------------ ------------
$ 30,482 $ 29,853
============ ============
Accounts Receivable
Revenue from the sale of the Company's products is recognized as products are
shipped to customers and accounts receivable are stated at the amount billed to
customers. Interest and late charges that are billed to customers are not
included in accounts receivable. The Company does not offer the right of return
on any of its sales and the Company does not engage in consignment or
contingency sales. The Company provides an allowance for doubtful accounts which
is described in Note 3 - Certain Significant Estimates.
33
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation and
amortization are computed for financial reporting purposes principally using the
straight-line method over the following estimated useful lives: buildings, 20-30
years; leasehold improvements, term of the lease; machinery and equipment, 5-15
years; and tooling, dies and molds, 2-4 years. Property, plant and equipment
consist of the following:
In Thousands 2004 2003
------------------------------------------------------------------------------------------------
Land $ 1,853 $ 1,773
Buildings and leasehold improvements 15,799 15,596
Machinery and equipment 34,562 31,475
------------ ------------
Total cost 52,214 48,844
Accumulated depreciation and amortization (35,716) (31,307)
------------ ------------
$ 16,498 $ 17,537
============ ============
Investments
Investments at fiscal year-ends are composed of the following:
In Thousands 2004 2003
----------------------------------------------------------------------------------------------
Marketable equity securities available for sale $ 1,843 $ 1,546
Non-marketable equity investments (cost method) 587 979
Non-marketable equity investments (equity method) 4,016 3,001
---------- ----------
$ 6,446 $ 5,526
========== ==========
Marketable Equity Securities Available for Sale. This consists of marketable
equity securities recorded at fair value with unrealized gains and losses, net
of tax, reported in accumulated other comprehensive income. Summarized financial
data for these securities at fiscal year-end were as follows:
In Thousands 2004 2003
----------------------------------------------------------------------------------------------
Cost basis $ 1,542 $ 1,413
Unrealized gain 301 133
---------- ----------
Approximate fair market value $ 1,843 $ 1,546
========== ==========
Non-Marketable Equity Investments. The Company has minority equity positions in
companies strategically related to the company's business. The Company does not
have control over these companies and the accounting method employed is
dependent on the degree of influence the Company can exert on the operations.
Where the equity interest is less than 20% and the degree of influence is not
significant, the cost method of accounting is employed. Where the equity
interest is greater than 20% but less than 50% the equity method of accounting
is utilized. Under the equity method, the company's proportionate share of
income or losses is recorded in other expense (income) on the consolidated
statement of income. The proportionate share of income was $1,291 thousand, $861
thousand, and $329 thousand in 2004, 2003 and 2002, respectively. The Company
considers whether the fair values of any of its equity investments have declined
below their carrying value whenever adverse events or changes in circumstances
indicate that recorded values may not be recoverable. If the Company considered
any such decline to be other than temporary (based on various factors, including
historical financial results, product development activities and overall health
of the investments' industry), a write-down is recorded to estimated fair value.
Fair Values of Financial Instruments
Fair values of cash equivalents approximate cost due to the short period of time
to maturity. Fair values of long-term investments, non-marketable debt
investments, short-term debt, long-term debt and swaps, are based on quoted
market prices or pricing models using current market rates. For the company's
portfolio of non-marketable equity securities, management believes that the
carrying value of the portfolio approximates the fair value at December 25,
2004. All of the estimated fair values are management's estimates; however,
34
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
there is no readily available market and the estimated fair value may not
necessarily represent the amounts that could be realized in a current
transaction, and these fair values could change significantly.
Employee Stock Option Plan
The Company has two stock-based compensation plans which were approved by the
stockholders at the Company's 1997 annual meeting. Under these plans 1,800,000
common shares are reserved for issuance under an Incentive Stock Option Plan
(ISO) and 600,000 common shares for issuance under a Director Stock Option Plan
(DSO). The following table summarizes the option activity under the two plans:
Incentive Stock Director Stock
Granted Outstanding Granted Outstanding
--------------------------------------------------------------------------------
2004 196,600 555,374 4,126 23,556
2003 174,800 606,800 2,378 32,590
2002 154,200 560,400 11,426 36,350
The Company accounts for these plans under the recognition and measurement
principles of APB Opinion No. 25, Accounting for Stock issued to Employees, and
related interpretations. The Company grants selected executives and other key
employees' stock option awards, which vest over four years of continued
employment. The exercise price of each option, which has a five-year life, was
equal to the market price of the Company's stock on the date of grant;
therefore, no compensation expense was recognized. Options are exercisable
commencing one year from the date of issuance to the extent vested.
Although the Company has elected to follow APB Opinion No. 25, Statement of
Financial Accounting Standards (SFAS) No. 123 requires pro forma disclosures of
net income and earnings per share as if the Company had accounted for its
employee stock options under that statement. The fair value of each option grant
was estimated on the grant date using an option-pricing model with the following
assumptions:
2004 2003 2002
----------------------------------------
Risk-free interest rates 3.07% 2.90% 4.65%
Dividend yields 0% 0% 0%
Volatility factors of expected market price of common stock 50% 46% 38%
Weighted average expected life of the option 5 years 5 years 5 years
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.
In Thousands Except Per Share Amounts 2004 2003 2002
(Restated)
---------------------------------------------------------------------------------------------------
Net income, as reported $ 8,180 $ 14,850 $ 11,138
Less: Total stock-based employee compensation cost
determined under the fair value based method, net of
income taxes (801) (440) (404)
---------- ---------- ----------
Pro forma net income $ 7,379 $ 14,410 $ 10,734
========== ========== ==========
Earnings per share
Basic--as reported $ 0.63 $ 1.15 $ 0.86
========== ========== ==========
Basic--pro forma $ 0.57 $ 1.11 $ 0.83
========== ========== ==========
Diluted--as reported $ 0.62 $ 1.13 $ 0.83
========== ========== ==========
Diluted--pro forma $ 0.56 $ 1.09 $ 0.80
========== ========== ==========
35
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Foreign Currency Translation
The functional currency for the foreign operations of Escalade is the local
currency. The translation of foreign currencies into U.S. dollars is performed
for balance sheet accounts using exchange rates in effect at the balance sheet
dates and for revenue and expense accounts using a weighted average exchange
rate during the year. The gains or losses resulting from the translation are
included in Accumulated Other Comprehensive Income (Loss) in the Consolidated
Statements of Stockholders' Equity and are excluded from net income. Gains or
losses resulting from foreign currency transactions are included in Other
expense (income) in the Consolidated Statements of Income and were insignificant
in fiscal years 2004, 2003, and 2002.
Cost of Products Sold
Cost of products sold are comprised of those costs directly associated with or
allocated to the products sold and include materials, labor and factory
overhead.
Other Expense (Income)
The components of Other Expense (Income) were as follows:
In Thousands 2004 2003 2002
-----------------------------------------------------------------------------------------
Amortization of intangibles $ 1,224 $ 1,048 $ 962
Gain from European debt abatement -- (1,442) --
Investment income (601) (1,253) (501)
Deferred compensation costs 133 (32) 131
Vendor charge-backs (255) (480) --
Royalty income from patents (711) (187) --
Gain on sale of real estate -- -- (434)
Other 191 (163) (89)
---------- ---------- ----------
$ (19) $ (2,509) $ 69
========== ========== ==========
Income Taxes
Income tax in the consolidated statement of income includes deferred income tax
provisions or benefits for all significant temporary differences in recognizing
income and expenses for financial reporting and income tax purposes.
Intangible Assets
The Company has various intangible assets including consulting agreements,
patents, trademarks, noncompetition agreements and goodwill. Amortization is
computed using the straight-line method over the following lives: consulting
agreements, the life of the agreement; non-compete agreements, the lesser of the
term or 5 years; and patents, 5 to 8 years. Trademarks are deemed to have
indefinite useful lives and accordingly are not amortized, but evaluated on an
annual basis to determine whether any impairment in value has occurred.
Research and Development
Research and development costs are charged to expense as incurred. Research and
development costs incurred during 2004, 2003 and 2002 were approximately $2,299
thousand, $2,947 thousand, and $1,520 thousand, respectively.
Reclassifications
Certain reclassifications have been made to the 2003 and 2002 financial
statements to conform to the 2004 financial statement presentation. These
reclassifications had no effect on net earnings.
36
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
New Accounting Pronouncements
In December, 2004, the Financial Accounting Standards Board (FASB) issued an
amendment to SFAS 123 Accounting for Stock-Based Compensation (SFAS 123R) which
eliminates the ability to account for share-based compensation transactions
using Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and generally requires that such transactions be accounted for using
a fair value-based method. SFAS 123R will be effective for the Company beginning
with the third quarter of 2005. SFAS123R applies to all awards granted after the
required effective date and to awards modified, repurchased, or cancelled after
that date as well as for the unvested portion of awards existing as of the
effective date. The cumulative effect of initially applying this Statement, if
any, is recognized as of the required effective date. As of the required
effective date, the Company will apply SFAS 123R using a modified version of
prospective application. Under that transition method, compensation cost is
recognized on or after the required effective date for the portion of
outstanding awards, for which the requisite service has not yet been rendered,
based on the grant-date fair value of those awards calculated under SFAS 123 for
either recognition or pro forma disclosures. For periods before the required
effective date, a company may elect to apply a modified version of retrospective
application under which financial statements for prior periods are adjusted on a
basis consistent with the pro forma disclosures required for those periods by
SFAS 123. We are currently evaluating the effect of the recognition and
measurement provisions of SFAS 123R but we currently believe the adoption of
SFAS 123R will not result in a material impact on the Company's results of
operations or financial condition.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. This statement
establishes standards for how an issuer classifies and measures in its balance
sheet certain financial instruments with characteristics of both liabilities and
equity. The objective of this Statement is to require issuers to classify as
liabilities (or assets in some circumstances) three classes of freestanding
financial instruments that embody obligations for the issuer. This Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise shall be effective at the beginning of the first interim period
beginning after June 15, 2003, except for mandatory redeemable financial
instruments of a nonpublic company. For these instruments, this Statement is
effective for existing or new contracts for fiscal periods beginning after
December 15, 2003. Adoption of this Standard has not had a material effect on
the Company.
In January of 2003, the FASB issued Interpretation No. 46, (FIN 46),
Consolidation of Variable Interest Entities, an Interpretation of Accounting
Research Bulletin No. 51, and in December 2003 the FASB deferred certain
effective dates of Interpretation No. 46. For all variable interest entities
other than special purpose entities, the revised Interpretation is effective for
periods ending after March 15, 2004. For variable interest entities meeting the
definition of special purpose entities under earlier accounting rules, the
Interpretation remains effective for periods ending after December 31, 2003. The
Interpretation requires the consolidation of entities in which an enterprise
absorbs a majority of the entity's expected losses, receives a majority of the
entity's expected residual returns, or both, as a result of ownership,
contractual or other financial interests in the entity. Currently, entities are
generally consolidated by an enterprise when it has a controlling interest
through ownership of a majority voting interest in the entity. The Company has
determined that it has no such instruments.
In November 2002, the FASB issued Interpretation No. 45, (FIN 45), Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, which elaborates on the disclosures to be
made by a guarantor about its obligations under certain guarantees issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and measurement provisions of
this Interpretation apply on a prospective basis to guarantees issued or
modified after December 31, 2002. The disclosure requirements in this
Interpretation are effective for periods ending after December 15, 2002. The
Company has product warranties that fall under the scope of FIN 45 and has
adopted the requirements of FIN 45.
37
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 2 -- Restatement of Financial Statements
The consolidated financial statements for the year ended December 25, 2004 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 effect of these errors on the financial statements
for the years prior to December 25, 2004 was determined to be immaterial and has
been reflected as an adjustment to the 2004 beginning of the year retained
earnings balance. The errors causing the restatements were the result of
computational errors in calculating the tax provision and a misapplication of
the Company's year end accrual of its 401(K) plan matching contribution.
The following tables set forth the effects of the restatement on the Company's
previously reported statement of income for the year ended December 25, 2004:
(Amounts in thousands, except per share amounts) Year ended December 25, 2004
------------------------------------------
As Previously As
Reported Adjustments Restated
------------------------------------------------------------------------------------------------
Selling, administrative and general expenses 43,070 (112) 42,958
Operating income 15,570 112 15,682
Income before income taxes 13,817 112 13,929
Provision for income taxes 5,990 (241) 5,749
Net income 7,827 353 8,180
Basic earnings per share $ 0.60 $ 0.03 $ 0.63
Diluted earnings per share $ 0.59 $ 0.03 $ 0.62
The following tables set forth the effect of the restatement on the consolidated
balance sheet as of December 25, 2004:
(Amounts in thousands) As of December 25, 2004
------------------------------------------
As Previously As
Reported Adjustments Restated
------------------------------------------------------------------------------------------------
Deferred tax asset (current) 2,496 (434) 2,062
Income tax receivable -- 690 690
Total current assets 83,402 256 83,658
Total assets 135,099 256 135,355
Accrued liabilities (current) 27,438 (658) 26,780
Income tax payable 142 (142) --
Total current liabilities 47,606 (800) 46,806
Total liabilities 65,121 (800) 64,321
Retained earnings 52,394 1,056 53,450
Total stockholder's equity 69,978 1056 71,034
38
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The restatement had no effect on net cash provided by operating activities for
the year ended December 25, 2004. The following tables set forth the effect on
the individual line items within operating activites in the consolidated
statement of cash flows for the year ended December 25, 2004:
For the year ended December 25, 2004
(Amounts in thousands) --------------------------------------------
As Previously As
Reported Adjustments Restated
----------------------------------------------------------------------------------------
Net Income 7,827 353 8,180
Changes in:
Deferred income tax (1,022) 219 (803)
Income tax payable (205) (460) (665)
Account payable and accrued expenses 3,143 (112) 3,031
Note 3 -- Certain Significant Estimates
In the preparation of consolidated financial statements in conformity with GAAP
requires management to make estimates and assumptions. These estimates and
assumptions affect the reported amounts of assets and liabilities; the
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements; and the reported amounts of revenues and expenses during
the reporting period. These estimates and judgments are evaluated on an ongoing
basis and are based on experience; current and expected future conditions; third
party evaluations; and various other assumptions believed reasonable under the
circumstances. The results of these estimates form the basis for making
judgments about the carry values of assets and liabilities as well as
identifying and assessing the accounting treatment with respect to commitments
and liabilities. Actual results may differ from the estimates and assumptions
used in the financial statements and related notes.
Listed below are certain significant estimates and assumptions related to the
preparation of the consolidated financial statements:
Product Warranty
The Company provides limited warranties on certain of its products, for varying
periods. Generally, the warranty periods range from 90 days to one year.
However, some products carry extended warranties of seven-year, ten-year, and
lifetime warranties. The Company records an accrued liability and expense for
estimated future warranty claims based upon historical experience and
management's estimate of the level of future claims. Changes in the estimated
amounts recognized in prior years are recorded as an adjustment to the accrued
liability and expense in the current year. A reconciliation of the liability is
as follows:
In Thousands 2004 2003
--------------------------------------------------------------------------------------
Beginning balance $ 1,634 $ 1,324
Additions 1,294 1,447
Deductions (1,630) (1,137)
------------ ------------
Ending balance $ 1,298 $ 1,634
============ ============
39
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Inventory Valuation Reserves
The Company evaluates inventory for obsolescence and excess quantities based on
demand forecasts based on specified time frames; usually one year. The demand
forecast is based on historical usage, sales forecasts and current as well as
anticipated market conditions. All amounts in excess of the demand forecast are
deemed to be excess or obsolete and a reserve is established based on the
anticipated net realizable value. A reconciliation of the liability is as
follows:
In Thousands 2004 2003
-----------------------------------------------------------------------
Beginning balance $ 5,465 $ 1,182
Additions 2,810 5,529
Deductions (2,052) (1,246)
------------ ------------
Ending balance $ 6,223 $ 5,465
============ ============
Allowance for Doubtful Accounts
The Company provides an allowance for doubtful accounts based upon a review of
outstanding receivables, historical collection information and existing economic
conditions. Accounts receivable are ordinarily due between 30 and 60 days after
the issuance of the invoice. Accounts are considered delinquent when more than
90 days past due. Delinquent receivables are reserved or written off based on
individual credit evaluation and specific circumstances of the customer. A
reconciliation of the liability is as follows:
In Thousands 2004 2003
-----------------------------------------------------------------------
Beginning balance $ 1,991 $ 550
Additions 1,523 2,196
Deductions (1,004) (755)
------------ ------------
Ending balance $ 2,510 $ 1,991
============ ============
Advertising Subsidies
The Company enters agreements with certain retailers to pay for direct
advertising programs and/or provide in-store display units. These agreements are
not based on retailer purchase volumes and do not obligate the retailer to
continue carrying the Company's products. The Company determines the value of
the advertising services based on its own research and history of providing such
services. The Company expenses these costs in the period in which they are
incurred as a selling expense. A reconciliation of the liability is as follows:
In Thousands 2004 2003
-----------------------------------------------------------------------
Beginning balance $ 779 $ 614
Additions 2,885 1,973
Deductions (2,939) (1,808)
------------ ------------
Ending balance $ 725 $ 779
============ ============
40
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
CO-OP Advertising
The Company offers co-operative advertising allowances to certain retailers to
encourage product promotions. These agreements are typically based on a
percentage of retailer purchases up to a maximum allowance and the Company is
never directly involved with the media provider. The Company accrues the
estimated cost of these programs based on the sales volume of the retailer and
historical trends. As costs are accrued they are recorded as a reduction in
sales. A reconciliation of the liability is as follows:
In Thousands 2004 2003
-----------------------------------------------------------------------
Beginning balance $ 2,782 $ 1,202
Additions 3,238 2,766
Deductions (2,475) (1,186)
------------ ------------
Ending balance $ 3,545 $ 2,782
============ ============
Volume Rebates
The Company has various rebate programs with its retailers that are based on
purchase volume. Typically these programs are based on achieving specified sales
volumes and the rebate is calculated as a percentage of purchases. Based on the
terms of the agreement, purchase levels and historical trends the Company
accrues the cost of these programs and records the same as a reduction in sales.
A reconciliation of the liability is as follows:
In Thousands 2004 2003
-----------------------------------------------------------------------
Beginning balance $ 2,435 $ 1,836
Additions 5,400 4,707
Deductions (4,416) (4,108)
------------ ------------
Ending balance $ 3,419 $ 2,435
============ ============
Catalog Allowances
A number of large office supply dealers operate through catalogs distributed to
businesses throughout the country. Product content is decided by the dealer each
time a new catalog is issued; typically once a year. Catalog allowances are
required by the dealer as an inducement to include the Company's products. The
allowance is based on a fixed cost per page and/or a percentage of purchases by
the dealer. The fixed portion of the allowance is often paid when the catalog is
distributed and is recognized in the period incurred and the variable portion is
accrued based on dealer purchases and historical trends. Catalog allowances are
recorded as a reduction in sales. A reconciliation of the liability is as
follows:
In Thousands 2004 2003
-----------------------------------------------------------------------
Beginning balance $ 1,027 $ 1,547
Additions 1,380 2,043
Deductions (1,646) (2,563)
------------ ------------
Ending balance $ 761 $ 1,027
============ ============
41
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 4 -- Accrued Liabilities
Accrued liabilities consist of the following:
In Thousands 2004 2003
(Restated)
-----------------------------------------------------------------------------------------------------
Employee compensation $ 9,589 $ 10,443
Customer allowances 10,465 9,748
Other accrued items 6,726 3,130
------------ ------------
$ 26,780 $ 23,321
============ ============
Note 5 -- Employee Benefit Plans
The Company has an employee profit-sharing salary reduction plan, pursuant to
the provisions of Section 401(k) of the Internal Revenue Code, for non-union
employees. The Company's contribution is a matching percentage of the employee
contribution as determined by the Board of Directors annually. The Company's
expense for the plan was $583 thousand, $487 thousand, and $461 thousand for
2004, 2003 and 2002, respectively.
Note 6 -- Restructuring Costs
In 2004 the Company initiated a facility consolidation plan and involuntary
employee terminations in the office product segment in order to reduce costs and
increase the competitiveness of the Company. Under this plan the Company will
close two facilities in North America and reduce its workforce by approximately
100 individuals in North America and 20 in Europe. Restructuring costs, before
taxes, were composed of the following:
Balance at
Restructuring Non-Cash Cash December 25,
In Thousands Charges Charges Payments 2004
-----------------------------------------------------------------------------------------------------
Severance and benefit costs $ 1,656 $ -- $ 378 $ 1,278
Facility closure costs 710 540 -- 170
------------ ------------ ------------ ------------
$ 2,366 $ 540 $ 378 $ 1,448
============ ============ ============ ============
Note 7 -- Operating Leases
The Company leases warehouse and office space under non-cancelable operating
leases that expire at various dates through 2011. Terms of the leases, including
renewals, taxes, utilities, and maintenance, vary by lease. Total rental expense
included in the results of operations relating to non-cancelable leases with
terms of more than one year were $1,998 thousand, $2,232 thousand, and $1,133
thousand in 2004, 2003, and 2002, respectively.
42
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
At December 25, 2004, minimum rental payments under noncancelable leases with
terms of more than one year were as follows:
In Thousands Amount
---------------------------------------
2005 $ 1,136
2006 652
2007 590
2008 447
2009 206
2010 and beyond 258
------------
$ 3,289
Note 8 -- Earnings Per Share
The shares used in the computation of the company's basic and diluted earnings
per common share are as follows:
In Thousands 2004 2003 2002
----------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding 12,980 12,968 12,972
Dilutive effect of stock options 247 248 462
------------ ------------ ------------
Weighted average common shares outstanding,
assuming dilution 13,227 13,216 13,434
============ ============ ============
Weighted average common shares outstanding, assuming dilution, includes the
incremental shares that would be issued upon the assumed exercise of stock
options outstanding.
Note 9 -- Acquired Intangible Assets and Goodwill
The carrying basis and accumulated amortization of recognized intangible assets
are summarized in the following table:
2004 2003
---------------------------------------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
In Thousands Amount Amortization Amount Amortization
----------------------------------------------------------------------------------------------------------
Patents $ 6,078 $ 2,158 $ 6,078 $ 1,334
Consulting agreements 810 760 810 710
Non-compete agreements 1,800 1,455 1,700 1,180
Customer list 630 271 630 --
Trademarks 3,466 121 3,153 121
------------ ------------ ------------ ------------
$ 12,784 $ 4,765 $ 12,371 $ 3,345
============ ============ ============ ============
Amortization expense was $1,324 thousand, $1,098 thousand and $1,112 thousand
for 2004, 2003 and 2002, respectively.
43
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Estimated amortization expense for each reporting segment for each of the
following five years is:
In Thousands 2005 2006 2007 2008 2009 Thereafter
--------------------------------------------------------------------------------------------------------------------
Sporting Goods $ 1,174 $ 869 $ 824 $ 824 $ 626 $ --
Office Products 126 126 107 -- -- --
------------ ------------ ------------ ------------ ------------ ------------
$ 1,300 $ 995 $ 931 $ 824 $ 626 $ --
============ ============ ============ ============ ============ ============
The Company evaluates the carrying value of its long-lived and intangible assets
on an annual basis, or whenever events and circumstances indicate that the
carrying value of the assets may be impaired. The Company determines impairment
based on the asset's ability to generate cash flow greater than the carrying
value of the asset, using a discounted probability-weighted analysis. If
projected discounted cash flows are less than the carrying value of the asset,
the asset is adjusted to its fair value. In August 2004, as a result of
continued declines in office product sales from its office products operation
located in Mexico, the Company initiated a facility consolidation plan and
determined that this event, coupled with the continued decline in sales volume,
necessitated an impairment evaluation of the goodwill specifically allocated to
the product lines manufactured there. In accordance with the provisions of FASB
Statement No. 142 Goodwill and Other Intangible Assets, the Company prepared a
discounted cash flow analysis which indicated that the book value of the product
line significantly exceeded its estimated fair value resulting in permanent
impairment. Accordingly, the Company recognized a non-cash impairment loss of
$1.3 million in the third quarter.
The changes in the carrying amount of goodwill were:
Sporting Office
In Thousands Goods Products Total
--------------------------------------------------------------------------------------------------------------------
Balance at December 28, 2002 $ 7,151 $ 6,200 $ 13,351
Acquired -- 4,566 4,566
Foreign Currency Translation Adjustment -- 860 860
------------ ------------ ------------
Balance at December 27, 2003 7,151 11,626 18,777
Impairment charge -- (1,312) (1,312)
Foreign Currency Translation Adjustment -- 423 423
------------ ------------ ------------
Balance at December 25, 2004 $ 7,151 $ 10,737 $ 17,888
============ ============ ============
Note 10 -- Borrowings
Short-Term Debt
Short-term debt at fiscal year-ends was as follows:
In Thousands 2004 2003
--------------------------------------------------------------------------------------------------------------------
Bank One Revolving line of credit $ 11,638 $ 17,660
Deutsche Bank Revolving credit line -- 2,623
Unsecured demand note -- 790
Other short-term debt -- 495
------------ ------------
$ 11,638 $ 21,568
============ ============
The Company's directly owned subsidiary, Indian-Martin, Inc., has a revolving
line of credit under which it can borrow funds from time to time to purchase
eligible accounts receivable from the company's operating subsidiaries which
accounts are and will be pledged to secure those borrowings. At December 25,
2004, this line of credit aggregated $30 million, of which $11,638 thousand was
borrowed. At the company's option, borrowings can be made under the bank's prime
interest rate minus 1.25% or LIBOR plus 1.38%. At December 25, 2004, all
borrowings under this revolving line of credit were under the prime interest
rate option at an effective rate of 3.75%.
44
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The Company's European subsidiaries had revolving credit line agreements with
Deutsche Bank secured by the Company's real estate holdings in Germany. These
credit line agreements were terminated by The Company in 2004.
The liabilities of Schleicher & Co. International, AG (Schleicher), acquired in
2003, included a note payable to the founder of Schleicher in the amount of $790
thousand. This note was retired by The Company in 2004.
During 2003, the Company negotiated and executed a debt reduction plan with two
European banks wherein the banks agreed to forgive 1.2 million Euro
(approximately 1.4 million US Dollars) in debt, in exchange for early settlement
of the outstanding debt. The gain associated with this extinguishment of debt
was recorded in other income. This transaction was not considered an element of
the Schleicher acquisition because it was not contemplated until after the
acquisition was completed and was not part of the acquisition decision criteria.
Long-Term Debt
Long-term debt at fiscal year-ends was as follows:
In Thousands 2004 2003
------------------------------------------------------------------------------------------------------------------------------
Revolving term loan of $35,000, the amount available under this revolving
term loan is reduced by $7,000 annually starting March 31, 2004, with
the balance due March 31, 2008. At December 25, 2004, the entire
balance had an interest rate of London Interbank Offered Rate (LIBOR)
plus 1.00%, or 3.66%, unsecured $ 10,000 $ 12,320
Revolving term loan of Euro 2,500 (approximately 3,384 US Dollars), the balance
is due July 15, 2006 and bears an interest rate of EURIBOR plus 2%, or 3.4%
at December 25, 2004, unsecured 2,842 --
Mortgage payable (Wabash, Indiana Adjustable Rate Economic Development
Revenue Refunding Bonds), annual installments are optional, interest
varies with short-term rates and is adjustable weekly based on market
conditions, maximum rate is 10.00%, rate at December 25, 2004 is 1.55%,
due September 2028, secured by plant facility, machinery and equipment,
and a stand-by letter of credit 2,700 2,700
Contract payable for Accudart acquisition, due $167 annually beginning
February 1, 2003 through February 1, 2006, non-interest bearing,
secured by a stand-by letter of credit 333 500
Contract Payable for acquisition of equity interest in Sweden Table Tennis,
AB, unsecured and non-interest bearing. Annual payments of $187 due
March of each year 375 563
------------ ------------
16,250 16,083
Portion classified as current (354) (354)
------------ ------------
$ 15,896 $ 15,729
============ ============
Maturities of long-term debt outstanding at December 25, 2004 are as follows:
$354 thousand in 2005; $3,196 thousand in 2006; $3,000 thousand in 2007; $7,000
thousand in 2008; and $2,700 thousand in 2010.
The mortgages payable and term loan agreements contain certain restrictive
covenants, of which the more significant include maintenance of specified net
worth and maintenance of specified ranges of debt service and leverage ratios.
45
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Interest Rate Swap Agreement
In May 2003, the Company entered into an interest rate swap agreement having a
notional amount of $10 million and a maturity date of May 19, 2008. This swap
agreement is designated as a cash flow hedge, and effectively converts a portion
of the Company's variable rate debt to fixed rate debt with a weighted average
interest rate of 5.08%. The Company entered into this interest rate swap
agreement to manage interest costs and cash flows associated with variable
interest rates, primarily short-term changes in LIBOR; changes in the cash flows
of the interest rate swap offset changes in the interest payments on the covered
portion of the Company's revolving debt. In connection with this interest rate
swap agreement the Company recorded an after tax charge of $434 thousand in
Other Comprehensive Income (OCI). There was no impact on net income due to
ineffectiveness. The Company's exposure to credit loss on its interest rate swap
agreement in the event of non-performance by the counterparty is believed to be
remote due to the Company's requirement that the counterparty have a strong
credit rating.
Note 11 -- Stock Options
The Company has two stock-based compensation plans which are described in detail
in Note 1. Stock option transactions under these pans are summarized as follows:
2004 2003 2002
---------------------------------------------------------------------------------------
Option Option Option
Shares Price Shares Price Shares Price
---------------------------------------------------------------------------------------
Outstanding at beginning $2.42 to $2.42 to $1.65 to
of year 639,390 10.68 596,750 9.03 658,694 3.60
$17.24 to $6.99 to $3.80 to
Issued during year 200,726 19.21 177,178 10.68 165,626 9.03
Canceled or expired (35,050) (13,900) (12,750)
$2.42 to $2.42 to $1.65 to
Exercised during year (226,136) 10.68 (120,638) 9.03 (214,820) 3.60
------------ ------------ ------------
$6.99 to $2.42 to $2.42 to
Outstanding at end of year 578,930 19.21 639,390 10.68 596,750 9.03
============ ============ ============
Exercisable at end of year 192,354 256,062 225,474
============ ============ ============
Weighted-average fair value
of options granted during
the year $ 9.87 $ 7.04 $ 3.49
============ ============ ============
46
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The following table summarizes information about fixed stock options outstanding
at December 25, 2004:
Options Outstanding Options Exercisable
----------------------------------------------------------------------------------------------
Number Weighted-Average Number
Range of of Remaining Weighted-Average of Weighted-Average
Exercise Prices Shares Contractual Life Exercise Price Shares Exercise Price
-------------------------------------------------------------------------------------------------------------------
$ 2.92 - $ 3.60 150,558 1.8 years $ 3.22 121,458 $3.13
$ 6.99 - $10.68 247,446 3.7 years $ 7.88 70,896 $8.34
$17.24 - 19.21 180,926 5.1 years $19.17 -- --
-------- --------
578,930 192,354
======== ========
Incentive stock options are exercisable at the rate of 25% over each of the four
years following the date of grant.
During fiscal year 2004 the Company issued 4,126 Director Stock Options at an
option price of $17.24 and can be exercised after April 29, 2005 with an
expiration date of April 27, 2008.
Note 12 -- Provision For Taxes
Income before taxes and the provision for taxes consisted of the following:
In Thousands 2004 2003 2002
(Restated)
-------------------------------------------------------------------------------------------
Income (loss) before taxes:
United States of America (USA) $ 14,152 $ 19,720 $ 16,943
Non USA (223) 1,503 --
------------ ------------ ------------
$ 13,929 $ 21,223 $ 16,943
============ ============ ============
Provision for taxes:
Current
Federal $ 4,688 $ 5,802 $ 4,678
State 209 1,073 459
International 283 539 681
------------ ------------ ------------
5,180 7,414 5,818
------------ ------------ ------------
Deferred
Federal 510 (845) (10)
State 59 (196) (3)
------------ ------------ ------------
569 (1,041) (13)
------------ ------------ ------------
$ 5,749 $ 6,373 $ 5,805
============ ============ ============
The Company has not provided for USA deferred taxes or foreign withholding taxes
on undistributed earnings for non-USA subsidiaries. The company intends to
reinvest these earnings indefinitely in operations outside the USA.
47
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The provision for income taxes was computed based on financial statement income.
A reconciliation of the provision for income taxes to the amount computed using
the statutory rate follows:
In Thousands 2004 2003 2002
(Restated)
-----------------------------------------------------------------------------------------------------------------------
Income tax at statutory rate $ 4,736 $ 7,216 $ 5,760
Increase (decrease) in income tax resulting from
Permanent differences (goodwill impairment, investment income,
dividends and foreign income) 615 (6) (56)
State tax expense, net of federal effect 171 578 301
International taxes, net of federal effect 359 (905) --
Research credit (69) (111) (102)
Other (63) (399) (98)
---------- ---------- ----------
Provision for income taxes recorded $ 5,749 $ 6,373 $ 5,805
========== ========== ==========
The components of the net deferred tax asset are as follows:
In Thousands 2004 2003
(Restated)
-----------------------------------------------------------------------------------------------------------------------
Assets
Employee benefits $ 562 $ 791
Valuation reserves 1,927 2,070
Deferred compensation 456 525
Depreciation 130 200
Unrealized loss on interest rate swap agreement 135 370
Net operating loss carry forward 481 579
---------- ----------
Total assets 3,691 4,535
Liabilities
Unrealized gain on sale of securities available-for-sale (120) (53)
Unrealized equity investment income (517) --
Goodwill and intangible assets (202) (69)
---------- ----------
Total assets (839) (122)
---------- ----------
$ 2,852 $ 4,413
========== ==========
Deferred tax assets are included in the consolidation balance sheet as follows:
In Thousands 2004 2003
(Restated)
-----------------------------------------------------------------------------------------------------------------------
Current-Deferred income tax benefit $ 2,062 $ 2,434
Long-Term-included in other assets 790 1,979
---------- ----------
$ 2,852 $ 4,413
========== ==========
The Company has US federal and state net operating loss carryforwards of
approximately $431 thousand that expire in various amounts through 2018. The
Company also has foreign net operating loss carryforwards of approximately Euro
338 thousand (approximately $457 thousand US Dollars) which have no expiration
date.
48
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 13 -- Deferred Compensation Plan
In October 1985, the Board of Directors approved the adoption of a Contributory
Deferred Compensation Plan pursuant to which some recipients of incentive
compensation could elect to defer receipt thereof. For each dollar of deferred
compensation, the Company provided a 75% matching amount. Amounts deferred earn
interest at the rate of 9%. Such amounts are not intended to be recognized for
tax purposes until receipt. All deferrals allowed under this plan have been
made. Participants have no vested rights in deferred amounts credited to their
accounts and are general creditors of the Company until such amounts are
actually paid.
Note 14 -- Operating Segment and Geographic Information
The following table presents certain operating segment information.
In Thousands 2004 2003 2002
(Restated)
---------------------------------------------------------------------------------
Sporting Goods
Net revenue 141,644 134,750 122,628
Operating income 17,926 16,507 15,002
Interest expense 963 906 881
Provision for taxes 6,045 5,467 4,836
Net income 10,747 9,720 8,400
Identifiable assets 63,458 64,627 65,282
Depreciation & amortization 3,001 3,314 2,746
Capital expenditures 1,109 1,363 2,450
Office Products
Net revenue 79,065 81,518 27,596
Operating income 573 5,506 4,476
Interest expense 1,308 1,433 95
Provision for taxes (351) 1,490 1,798
Net income (1,634) 4,223 3,029
Identifiable assets 57,983 60,168 25,653
Depreciation & amortization 2,015 1,987 1,052
Capital expenditures 1,301 1,201 635
All Other
Net revenue -- -- --
Operating income (2,817) (1,017) (1,515)
Interest expense (499) (57) (25)
Provision for taxes 55 (584) (829)
Net income (933) 907 (291)
Identifiable assets 13,914 9,642 5,853
Depreciation & amortization -- -- --
Capital expenditures -- -- --
Total
Net Revenue 220,709 216,268 150,224
Operating income 15,682 20,996 17,963
Interest expense 1,772 2,282 951
Provision for taxes 5,749 6,373 5,805
Net income 8,180 14,850 11,138
Identifiable assets 135,355 134,437 96,788
Depreciation & amortization 5,016 5,301 3,798
Capital expenditures 2,410 2,564 3,085
49
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Each operating segment is individually managed and has separate financial
results that are reviewed by the Company's chief operating decision-maker. Each
segment contains closely related products that are unique to the particular
segment. There were no changes to the composition of segments in 2004. The
accounting policies of the reportable segments are the same as those described
in the summary of significant accounting policies.
The sporting goods segment consists of home entertainment products such as pool
tables and accessories; table tennis tables and accessories; soccer and hockey
tables; archery equipment and accessories; basketball goals; and fitness, arcade
and darting products. Customers include retailers and wholesalers located
throughout the United States and Europe.
The office product segment consists of office machinery used in the office and
graphic arts environment. Products include data shredders; folding machines; and
paper trimmers and cutters. Customers include large office product retailers,
office machine dealers, and office supply catalogs.
The All Other segment consists of general and administrative expenses not
specifically related to the operating business segments and includes investment
income from equity investments.
Interest expense is allocated to operating segments based on working capital
usage and the provision for taxes is allocated based on the statutory rate of
36% adjusted for actual taxes on foreign income. Permanent tax adjustments and
timing differences are included in the All Other segment.
Identifiable assets are principally those assets used in each segment. The
assets in the All Other segment are principally cash and cash equivalents;
deferred tax assets; marketable equity securities; investments; and the cash
surrender value of life insurance.
The company has one customer in the sporting goods segment who accounted for
27%, 24% and 38% of consolidated total revenues in 2004, 2003 and 2002,
respectively. No other customers accounted for 10% or more of consolidated
revenues. Within the sporting goods segment this customer accounted for 42%, 38%
and 47% of total revenues. During 2004 two significant customers merged and
became one customer who in 2004 totaled 10% of total Sporting Goods revenues.
As of December 25, 2004, approximately 157 employees of the Company's labor
force were covered by a collective bargaining agreement that expires in April
27, 2006. Management acknowledges that differences between Company offers and
union demands during negotiations can occur, but has no reason to expect such
differences to result in protracted conflicts.
Raw materials for Escalade's various product lines consist of wood,
particleboard, slate, standard grades of steel, steel tubing, plastic, vinyl,
steel cables, fiberglass and packaging. Escalade relies upon suppliers in Europe
and Brazil for its requirement of billiard balls and slate utilized in the
production of home pool tables and upon various Asian manufacturers for certain
of its table tennis needs and other items. Escalade sources some of its game
table product line in China.
Revenues by geographic region/country were as follows:
In Thousands 2004 2003 2002
----------------------------------------------------------------------------
North America $ 179,828 $ 182,416 $ 150,224
Europe 40,597 28,012 --
Other 284 5,840 --
------------ ------------ ------------
$ 220,709 $ 216,268 $ 150,224
============ ============ ============
Revenues are attributed to country based on location of customer and are for
continuing operations.
50
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Identified assets by geographic region/country were as follows:
In Thousands 2004 2003
(Restated)
----------------------------------------------------------------------------
North America $ 101,808 $ 101,442
Europe 33,547 32,995
------------ ------------
$ 135,355 $ 134,437
============ ============
Note 15 -- Commitments and Contingencies
At December 25, 2004, the Company had standby letters of credit issued by a bank
in the amount of $500,000.
Additionally, the Company has obtained a letter of credit for the benefit of a
certain mortgage holder. At December 25, 2004, the balance of the letter of
credit was $2,733,750. It is to be used in the event of a default in either
interest or principal payments.
The Company is involved in litigation arising in the normal course of its
business. The Company does not believe that the disposition or ultimate
resolution of existing claims or lawsuits will have a material adverse effect on
the business or financial condition of the Company.
The Company has entered into various agreements whereby it is required to make
royalty payments. At December 25, 2004, the Company had estimated minimum
royalty payments for each of the following five years as follows:
In Thousands Amount
---------------------------------------------------------
2005 $ 350
2006 350
2007 350
2008 350
Thereafter 100
------------
$ 1,500
============
Note 16 -- Fourth Quarter Charges
During the fourth quarter of 2004, the Company recorded the following
significant unusual charges related to the office product business segment:
In Thousands
----------------------------------------------------------------------------
Inventory write-down in North America $ 1,320
Inventory write-down in Europe 864
Estimated settlement and legal costs associated
with 2003 acquisition of Schleicher & Co.
International AG 275
Estimated settlement and legal costs associated with
employment issues in Europe 353
Restructuring costs 954
Investment and asset write-down associated with
joint ventures 1,402
------------
$ 5,168
============
51
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The inventory write-downs relate to product not manufactured by the Company for
which market demand has declined significantly.
Restructuring costs recorded in the fourth quarter relate to involuntary
severance costs of $694 thousand related to restructuring efforts in Europe and
the facility consolidation of the operation located in Mexico. In addition, the
estimated costs of closing the Mexico facility were increased by $260 thousand.
An evaluation of the investments in China and Brazil resulted in a determination
that the carrying value of these investments exceeded the fair value.
Accordingly, the Company adjusted the carrying-values to reflect this
impairment.
Note 17 -- Summary of Quarterly Results
In thousands, except per share data
(unaudited) March 20 July 10 October 2 December 25
------------------------------------------------------------------------------------------------
2004 (Restated)
Net sales $ 34,060 $ 53,143 $ 75,918 $ 57,588
Operating income 1,492 3,303 6,807 4,080
Net income 621 2,016 4,465 1,078
Basic earnings per share $ 0.05 $ 0.15 $ 0.34 $ 0.08
2003
Net sales $ 28,538 $ 48,714 $ 71,675 $ 67,341
Operating income 512 4,288 8,488 7,708
Net income 7 2,254 6,125 6,464
Basic earnings per share $ 0.00 $ 0.17 $ 0.48 $ 0.50
Note 18 -- Acquisitions
All of the Company's acquisitions have been accounted for using the purchase
method of accounting.
2004
On October 25, 2004, Escalade Sports acquired substantially all of the assets of
Lemont Industries, Inc., a manufacturer of tractor wheel weights. The total
purchase price was $632 thousand in cash. The assets acquired included
machinery, tooling, inventory and a non-compete agreement. The manufacturing
process utilizes the same blow-molding technology currently employed by the
Company in the production of vinyl weight sets and will increase the
productivity of that product group through higher production levels.
2003
On December 30, 2002 the Company increased its ownership interest to 51.2% of
the outstanding shares of Schleicher & Co. International, AG ("Schleicher"), a
manufacturer and distributor of data shredding equipment headquartered in
Germany and publicly traded on the German Stock Exchange. Escalade then
initiated and successfully completed in April 2003, a tender offer for all the
remaining shares culminating in 100% ownership. The acquisition of Schleicher
increases the Company's product offering in the office product industry and
expands the Company's presence into Europe.
The value assigned to the Schleicher acquisition is the sum of the per share
amount paid to shareholders and amounts expended that directly relate to the
tender offer agreement. The per share price was based on the market price of the
Schleicher shares on the German stock exchange and valuation studies ordered by
52
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
the German securities regulators. The total price paid exceeded the fair market
value of Schleicher's net assets, resulting in goodwill of $4,566 thousand. No
portion of the recorded goodwill is deductible for income tax purposes.
The estimated fair values of the assets acquired and liabilities assumed as of
December 30, 2002 are as follows:
In thousands Amount
------------------------------------------------------------------------------
Current assets (net of cash acquired) $ 21,211
Property, plant and equipment 5,679
Other assets 2,043
Goodwill 4,566
Investments 262
------------
Total assets acquired 33,761
Current liabilities (20,856)
Long-term debt (424)
------------
Total liabilities assumed (21,280)
------------
Net assets acquired $ 12,481
============
In June 2003 the company acquired substantially all of the assets of North
American Archery Group, LLC (NAAG), a manufacturer and distributor of archery
equipment and accessories located in Gainesville, Florida. NAAG had been
operating under bankruptcy court protection since April 2002. This acquisition
increased the Company's distribution network for archery products, provided
access to significant brand names such as Fred Bear(R) and added archery
production capability.
The estimated fair values of the assets acquired and liabilities assumed as of
June 19, 2003 are as follows:
In thousands Amount
------------------------------------------------------------------------------
Current assets (net of cash acquired) $ 7,427
Property, plant and equipment 3,500
Other assets 484
------------
Total assets acquired 11,411
Current liabilities (1,556)
------------
Net assets acquired $ 9,855
============
The results of operations from the NAAG acquisition have been included in the
consolidated operating results for 2003 subsequent to the date of acquisition.
The following unaudited pro forma financial information presents results as if
the two acquisitions described above had occurred at the beginning of the
respective periods:
Unaudited; in thousands except per share amounts 2003 2002
------------------------------------------------------------------------------
Net revenue $ 225,211 $ 211,724
Net income 13,829 15,435
Earnings per share - basic 1.07 1.19
Earnings per share - diluted $ 1.05 $ 1.15
These pro forma results have been prepared for comparative purposes only and
include certain adjustments such as additional depreciation and amortization
expenses as a result of identifiable tangible and intangible assets arising from
53
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
the acquisition. The pro forma results are not necessarily indicative either of
the results of operations that actually would have resulted had the acquisition
been in effect at the beginning the respective periods or of future results.
2002
On January 25, 2002, Escalade acquired substantially all of the assets relating
to The Step(R) product line from Bollinger Industries for cash. The Step(R) is
America's original aerobic step fitness system and is widely used by individuals
and at over 18,000 health clubs. The purchase price was $4,840,000. The assets
acquired include $120,000 of equipment and $4,720,000 of patents. The patents
are being amortized over an 8-year period.
On March 26, 2002, Escalade Sports acquired substantially all of the assets of
Steve Mizerak, Inc. The acquisition includes an exclusive line of billiard
equipment and intellectual property. The cost of the purchase was $1,229,000.
The assets acquired include inventory of $129,000, trademarks of $1,085,000 and
equipment of $15,000.
On May 28, 2002, Escalade Sports acquired certain assets and assumed certain
liabilities related to the manufacture and distribution of Murrey's exclusive
line of premium indoor and outdoor billiard and soccer tables marketed under the
Murrey brand name. The cost of the purchase was $2,489,000. The assets acquired
included inventory of $1.2 million, machinery of $837,000, non-compete agreement
of $400,000, other assets of $127,000 and assumed liabilities of $75,000. The
non-compete agreement is being amortized over a 5-year period.
Note 19 -- Other Comprehensive Income
The components of other comprehensive income and related tax effects were as
follows:
In Thousands 2004 2003 2002
-------------------------------------------------------------------------------------------------------------------------
Change in net unrealized value of available-from-sale
investments net of tax of $68, $69, and $(99), in
2004, 2003 and 2002, respectively $ 102 $ 103 $ (149)
Change in foreign currency translation adjustment 1,770 2,853 --
Change in unrealized loss on interest rate swap
agreement net of $(370) in tax 434 (685) --
------------ ------------ ------------
$ 2,306 $ 2,271 $ (149)
============ ============ ============
The components of accumulated other comprehensive income, net of tax, were as
follows:
In Thousands 2004 2003 2002
-------------------------------------------------------------------------------------------------------------------------
Accumulated gain (loss) on available for sale investments $ 181 $ 79 $ (24)
Foreign currency translation adjustment 4,623 2,853 --
Unrealized loss on interest rate swap agreement (251) (685) --
------------ ------------ ------------
$ 4,553 $ 2,247 $ (24)
============ ============ ============
54
ESCALADE, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 20 -- Subsequent Event
On February 22, 2005, The Company announced the payment of an annual dividend of
$0.15 per share to all shareholders of record on March 11, 2005, payable on
March 18, 2005.
55
[GRAPHIC OMITTED]
BKD, LLP
Report of Independent Registered Public Accounting Firm on
Financial Statement Schedules
Audit Committee, Board of Directors and Stockholders
Escalade, Incorporated
Wabash, Indiana
In connection with our audit of the consolidated financial statements of
Escalade, Incorporated for each of the three years in the period ended December
25, 2004; we have also audited the following financial statement schedule. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement schedule
based on our audits of the basic consolidated financial statements. The schedule
is presented for purposes of complying with the Security and Exchange
Commission's rules and regulations and are not a required part of the
consolidated financial statements. In our opinion, the financial statement
schedule referred to above, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
/s/ BKD LLP
BKD, LLP
Evansville, Indiana
February 3, 2005
56
ESCALADE, INCORPORATED AND SUBSIDIARIES
Schedule II - Valuation and Qualifying Accounts
(All Amounts in Thousands)
Col. A Col. B Col. C Col. D Col. E
Additions
------------------------------
Balance at Charged Charged to Other Balance
Beginning of to Costs Accounts - Deductions - at End
Description Period and Expenses Describe (3) Describe (2) of Period
---------------------------------------------------------------------------------------------------------------------------------
Allowance for doubtful accounts and
discounts (1)
Fiscal year ended December 25, 2004 $ 1,991 $ 1,523 $ -- $ 1,004 $ 2,510
Fiscal year ended December 27, 2003 550 374 1,822 755 1,991
Fiscal year ended December 28, 2002 514 101 -- 65 550
Product warranty reserves
Fiscal year ended December 25, 2004 1,634 1,294 -- 1,630 1,298
Fiscal year ended December 27, 2003 1,324 1,402 45 1,137 1,634
Fiscal year ended December 28, 2002 1,307 1,227 -- 1,209 1,324
Customer allowance reserves
Fiscal year ended December 25, 2004 7,242 13,681 -- 12,155 8,769
Fiscal year ended December 27, 2003 7,059 11,708 309 11,834 7,242
Fiscal year ended December 28, 2002 7,174 12,816 -- 12,931 7,059
Inventory valuation reserves
Fiscal year ended December 25, 2004 5,465 2,809 -- 2,052 6,223
Fiscal year ended December 27, 2003 1,182 2,574 2,955 1,246 5,465
Fiscal year ended December 28, 2002 1,120 685 -- 622 1,182
(1) Deducted from related assets (2) Accounts charged off, less recoveries (3)
Amounts acquired through acquisitions
57
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ESCALADE, INCORPORATED
By:
/s/ DANIEL A. MESSMER March 9, 2007
-------------------------------------
Daniel A. Messmer
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/s/ ROBERT E. GRIFFIN Chairman and Director March 9, 2007
--------------------------------
Robert E. Griffin
/s/ DANIEL A. MESSMER President and Chief March 9, 2007
-------------------------------- Executive Officer
Daniel A. Messmer (Principal Executive
Officer)
/s/ BLAINE E. MATTHEWS, JR. Director March 9, 2007
--------------------------------
Blaine E. Matthews, Jr.
/s/ RICHARD F. BAALMANN, JR. Director March 9, 2007
--------------------------------
Richard F. Baalmann, Jr.
/s/ EDWARD E. WILLIAMS Director March 9, 2007
--------------------------------
Edward E. Williams
/s/ RICHARD D. WHITE Director March 9, 2007
--------------------------------
Richard D. White
/s/ GEORGE SAVITSKY Director March 9, 2007
--------------------------------
George Savitsky
/s/ TERRY FRANDSEN Chief Financial Officer, March 9, 2007
-------------------------------- Secretary and Treasurer
Terry Frandsen (Principal Financial and
Accounting Officer)
58