Escalade (ESCA) 10-Q 2020 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

⌧ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended July 11, 2020 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

(Exact name of registrant as specified in its charter)

Indiana	13-2739290
(State of incorporation)	(I.R.S. EIN)

817 Maxwell Ave, Evansville, Indiana	47711
(Address of principal executive office)	(Zip Code)

812-467-1358

(Registrant’s Telephone Number)

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

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

Indicate by check mark whether the registrant (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 ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ⌧ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ⌧
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.       ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ⌧

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at July 31, 2020
Common, no par value	14,153,579

INDEX

		Page No.
Part I.	Financial Information:
Item 1 -	Financial Statements:
	Consolidated Condensed Balance Sheets as of July 11, 2020, December 28, 2019, and July 13, 2019	3
	Consolidated Condensed Statements of Operations for the Three Months and Six Months Ended July 11, 2020 and July 13, 2019	4
	Consolidated Condensed Statements of Stockholders’ Equity for the Three Months and Six Months Ended July 11, 2020 and July 13, 2019	5
	Consolidated Condensed Statements of Cash Flows for the Six Months Ended July 11, 2020 and July 13, 2019	6
	Notes to Consolidated Condensed Financial Statements	7
Item 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3 -	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4 -	Controls and Procedures	15
Part II.	Other Information
Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 6 -	Exhibits	19
	Signature	20

2

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

ESCALADE, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

	July 11,		December 28,		July 13,
All Amounts in Thousands Except Share Information	2020		2019		2019
	(Unaudited)		(Audited)		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	16,669	$	5,882	$	4,598
Receivables, less allowance of $728; $483; and $533; respectively		49,516		35,450		35,229
Inventories		41,653		42,269		47,984
Prepaid expenses		2,085		3,151		2,958
Prepaid income tax		—		163		1,687
TOTAL CURRENT ASSETS		109,923		86,915		92,456
Property, plant and equipment, net		14,713		15,111		15,387
Operating lease right-of-use assets		1,395		1,080		1,288
Intangible assets, net		18,071		18,847		19,529
Goodwill		26,749		26,749		26,749
Other assets		57		77		94
TOTAL ASSETS	$	170,908	$	148,779	$	155,503
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Note payable	$	—	$	135	$	135
Trade accounts payable		18,109		7,765		7,187
Accrued liabilities		13,196		9,689		7,732
Income tax payable		1,705		—		—
Current operating lease liabilities		711		621		694
TOTAL CURRENT LIABILITIES		33,721		18,210		15,748
Other Liabilities:
Long-term debt		—		—		7,393
Deferred income tax liability		3,537		3,537		3,409
Operating lease liabilities		699		475		616
Other liabilities		387		387		1,094
TOTAL LIABILITIES		38,344		22,609		28,260
Stockholders’ Equity:
Preferred stock:
Authorized 1,000,000 shares; 0 par value, NaN issued
Common stock:
Authorized 30,000,000 shares; 0 par value, issued and outstanding – 14,153,579; 14,214,777; and 14,467,634; shares respectively		14,154		14,215		14,468
Retained earnings		118,410		111,955		112,775
TOTAL STOCKHOLDERS’ EQUITY		132,564		126,170		127,243
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	170,908	$	148,779	$	155,503

See notes to Consolidated Condensed Financial Statements.

3

ESCALADE, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended				Six Months Ended
	July 11,		July 13,		July 11,		July 13,
All Amounts in Thousands Except Per Share Data	2020		2019		2020		2019
Net sales	$	83,524	$	55,639	$	120,813	$	87,741
Costs and Expenses
Cost of products sold		60,289		42,680		87,363		66,305
Selling, administrative and general expenses		11,921		10,038		19,378		17,783
Amortization		442		450		776		788
Operating Income		10,872		2,471		13,296		2,865
Other Income (Expense)
Interest expense		(60)		(131)		(104)		(199)
Other income		22		3		68		9
Income Before Income Taxes		10,834		2,343		13,260		2,675
Provision for Income Taxes		2,124		467		2,599		532
Net Income	$	8,710	$	1,876	$	10,661	$	2,143
Earnings Per Share Data:
Basic earnings per share	$	0.62	$	0.13	$	0.76	$	0.15
Diluted earnings per share	$	0.61	$	0.13	$	0.75	$	0.15
Dividends declared	$	0.125	$	0.125	$	0.25	$	0.25

See notes to Consolidated Condensed Financial Statements.

4

ESCALADE, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

	Common Stock			Retained
All Amounts in Thousands	Shares	Amount		Earnings		Total
Balances at March 23, 2019	14,471	$	14,471	$	112,545	$	127,016
Net income					1,876		1,876
Expense of stock options and restricted stock units					197		197
Dividends declared					(1,809)		(1,809)
Purchase of stock	(12)		(12)		(127)		(139)
Stock issued to directors as compensation	9		9		93		102
Balances at July 13, 2019	14,468	$	14,468	$	112,775	$	127,243
Balances at December 29, 2018	14,439	$	14,439	$	113,882	$	128,321
Net income					2,143		2,143
Expense of stock options and restricted stock units					341		341
Exercise of stock options	10		10		108		118
Settlement of restricted stock units	25		25		(25)		—
Dividends declared					(3,618)		(3,618)
Purchase of stock	(15)		(15)		(149)		(164)
Stock issued to directors as compensation	9		9		93		102
Balances at July 13, 2019	14,468	$	14,468	$	112,775	$	127,243

	Common Stock			Retained
All Amounts in Thousands	Shares	Amount		Earnings		Total
Balances at March 21, 2020	14,097	$	14,097	$	111,072	$	125,169
Net income					8,710		8,710
Expense of stock options and restricted stock units					357		357
Settlement of restricted stock units	12		12		(12)		—
Issuance of restricted stock awards	35		35		(35)		—
Dividends declared					(1,769)		(1,769)
Stock issued to directors as compensation	10		10		87		97
Balances at July 11, 2020	14,154	$	14,154	$	118,410	$	132,564
Balances at December 28, 2019	14,215	$	14,215	$	111,955	$	126,170
Net income					10,661		10,661
Expense of stock options and restricted stock units					493		493
Settlement of restricted stock units	36		36		(36)		—
Issuance of restricted stock awards	35		35		(35)		—
Dividends declared					(3,531)		(3,531)
Purchase of stock	(142)		(142)		(1,184)		(1,326)
Stock issued to directors as compensation	10		10		87		97
Balances at July 11, 2020	14,154	$	14,154	$	118,410	$	132,564

See notes to Consolidated Condensed Financial Statements.

5

ESCALADE, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended
	July 11,		July 13,
All Amounts in Thousands	2020		2019
Operating Activities:
Net income	$	10,661	$	2,143
Depreciation and amortization		2,234		2,266
Provision for doubtful accounts		325		259
Loss (gain) on disposal of property and equipment		(2)		6
Stock-based compensation		493		341
Adjustments necessary to reconcile net income to net cash provided by operating activities		3,029		(4,822)
Net cash provided by operating activities		16,740		193
Investing Activities:
Purchase of property and equipment		(1,061)		(1,377)
Acquisitions		—		(765)
Payment on note payable related to an acquisition		(135)		—
Proceeds from sale of property and equipment		3		4
Net cash used by investing activities		(1,193)		(2,138)
Financing Activities:
Proceeds from issuance of long-term debt		6,306		43,299
Payments on long-term debt		(6,306)		(35,906)
Proceeds from exercise of stock options		—		118
Deferred financing fees		—		(112)
Purchase of stock		(1,326)		(164)
Cash dividends paid		(3,531)		(3,618)
Director stock compensation		97		102
Net cash provided (used) by financing activities		(4,760)		3,719
Net increase in cash and cash equivalents		10,787		1,774
Cash and cash equivalents, beginning of period		5,882		2,824
Cash and cash equivalents, end of period	$	16,669	$	4,598
Non-Cash Transactions
Note payable for deferred purchase price obligation	$	—	$	135

See notes to Consolidated Condensed Financial Statements.

6

ESCALADE, INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note A – Summary of Significant Accounting Policies

Presentation of Consolidated Condensed Financial Statements – The significant accounting policies followed by the Company and its wholly owned subsidiaries for interim financial reporting are consistent with the accounting policies followed for its annual financial reporting. All adjustments that are of a normal recurring nature and are in the opinion of management necessary for a fair statement of the results for the periods reported have been included in the accompanying consolidated condensed financial statements. The consolidated condensed balance sheet of the Company as of December 28, 2019 has been derived from the audited consolidated balance sheet of the Company as of that date. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K annual report for 2019 filed with the Securities and Exchange Commission.

Reclassifications - Certain reclassifications have been made to prior year financial statements to conform to the current year financial statement presentation. These reclassifications had no effect on net earnings.

Note B – Seasonal Aspects

The results of operations for the three and six month periods ended July 11, 2020 and July 13, 2019 are not necessarily indicative of the results to be expected for the full year.

Note C – Inventories

	July 11,		December 28,		July 13,
In thousands	2020		2019		2019
Raw materials	$	6,222	$	3,186	$	4,329
Work in progress		3,297		2,177		2,729
Finished goods		32,134		36,906		40,926
	$	41,653	$	42,269	$	47,984

Note D – Fair Values of Financial Instruments

The following methods were used to estimate the fair value of all financial instruments recognized in the accompanying balance sheets at amounts other than fair values.

Cash and Cash Equivalents

Fair values of cash and cash equivalents approximate cost due to the short period of time to maturity.

Long-term Debt

Fair values of long-term debt is estimated based on borrowing rates currently available to the Company for bank loans with similar terms and maturities and determined through the use of a discounted cash flow model.

7

The following table presents estimated fair values of the Company’s financial instruments and the level within the fair value hierarchy in which the fair value measurements fall in accordance with FASB ASC 825 at July 11, 2020, December 28, 2019 and July 13, 2019.

			Fair Value Measurements Using
			Quoted Prices in				Significant
			Active Markets		Significant Other		Unobservable
July 11, 2020	Carrying		for Identical		Observable Inputs		Inputs
In thousands	Amount		Assets (Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and cash equivalents	$	16,669	$	16,669	$	—	$	—

			Fair Value Measurements Using
			Quoted Prices in				Significant
			Active Markets		Significant Other		Unobservable
December 28, 2019	Carrying		for Identical		Observable Inputs		Inputs
In thousands	Amount		Assets (Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and cash equivalents	$	5,882	$	5,882	$	—	$	—

			Fair Value Measurements Using
			Quoted Prices in				Significant
			Active Markets		Significant Other		Unobservable
July 13, 2019	Carrying		for Identical		Observable Inputs		Inputs
In thousands	Amount		Assets (Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and cash equivalents	$	4,598	$	4,598	$	—	$	—
Financial liabilities
Long-term debt	$	7,393	$	—	$	7,393	$	—

Note E – Stock Compensation

The fair value of stock-based compensation is recognized in accordance with the provisions of FASB ASC 718, Stock Compensation.

During the six months ended July 11, 2020 and pursuant to the 2017 Incentive Plan, in lieu of cash payments of director fees, the Company awarded to certain directors 9,448 shares of common stock. During the six months ended July 11, 2020, the Company awarded 22,850 restricted stock units to directors, 113,669 restricted stock units and 35,000 shares of restricted stock to employees. The restricted stock units awarded to directors time vest over two years (one-half one year from grant date and one-half two years from grant date) provided that the director is still a director of the Company at the vest date. Director restricted stock units are subject to forfeiture, except for termination of services as a result of retirement, death or disability, if on the vesting date the director no longer holds a position with the Company. All of the 2020 restricted stock units awarded to employees time vest over three years (one-third one year from grant, one-third two years from grant and one-third three years from grant) provided that the employee is still employed by the Company on the vesting date, and 18,268 of such restricted stock units are also subject to performance conditions. The 35,000 shares of restricted stock vest over three years (40% one year from grant, 30% two years from grant and 30% three years from grant) provided that the employee is still employed by the Company on the vesting date.

For the three and six months ended July 11, 2020, including expense associated with issuing certain directors stock in lieu of cash for certain director fees, the Company recognized stock based compensation expense of $454 thousand and $590 thousand, respectively compared to stock based compensation expense of $299 thousand and $443 thousand for the same periods in the prior year. At July 11, 2020 and July 13, 2019, respectively, there was $1.4 million and $1.0 million in unrecognized stock-based compensation expense related to non-vested stock awards.

8

Note F – Segment Information

	For the Three Months
	Ended July 11, 2020
In thousands	Sporting Goods		Corp.		Total
Revenues from external customers	$	83,524	$	—	$	83,524
Operating income (loss)		11,640		(768)		10,872
Net income		8,414		296		8,710

	As of and for the Six Months
	Ended July 11, 2020
In thousands	Sporting Goods		Corp.		Total
Revenues from external customers	$	120,813	$	—	$	120,813
Operating income (loss)		14,463		(1,167)		13,296
Net income		10,463		198		10,661
Total assets	$	153,308	$	17,600	$	170,908

	For the Three Months
	Ended July 13, 2019
In thousands	Sporting Goods		Corp.		Total
Revenues from external customers	$	55,639	$	—	$	55,639
Operating income (loss)		3,017		(546)		2,471
Net income (loss)		2,094		(218)		1,876

	As of and for the Six Months
	Ended July 13, 2019
In thousands	Sporting Goods		Corp.		Total
Revenues from external customers	$	87,741	$	—	$	87,741
Operating income (loss)		3,778		(913)		2,865
Net income (loss)		2,602		(459)		2,143
Total assets	$	148,846	$	6,657	$	155,503

Note G – Dividend Payment

On June 8, 2020, the Company paid a quarterly dividend of $0.125 per common share to all shareholders of record on June 1, 2020. The total amount of the dividend was approximately $1.7 million and was charged against retained earnings.

On March 16, 2020, the Company paid a quarterly dividend of $0.125 per common share to all shareholders of record on March 9, 2020. The total amount of the dividend was approximately $1.8 million and was charged against retained earnings.

Note H – Earnings Per Share

The shares used in computation of the Company’s basic and diluted earnings per common share are as follows:

	Three Months Ended		Six Months Ended
	July 11,	July 13,	July 11,	July 13,
In thousands	2020	2019	2020	2019
Weighted average common shares outstanding	14,108	14,472	14,113	14,462
Dilutive effect of stock options and restricted stock units	71	23	66	23
Weighted average common shares outstanding, assuming dilution	14,179	14,495	14,179	14,485

Stock options that are anti-dilutive as to earnings per share and unvested restricted stock units which have a market condition for vesting that has not been achieved are ignored in the computation of dilutive earnings per share. The number of stock options and restricted stock units that were excluded in 2020 and 2019 were 106,869 and 89,431, respectively.

9

Note I – New Accounting Standards and Changes in Accounting Principles

With the exception of that discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the three and six month periods ended July 11, 2020, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019, that are of significance, or potential significance to the Company.

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU) 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this update eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable.

The Company adopted this standard on December 29, 2019. The adoption of this standard did not have an impact to the financial statements of the Company.

Note J – Revenue from Contracts with Customers

Revenue Recognition – Effective December 31, 2017, we adopted ASC 606. The adoption of this standard did not impact the timing of revenue recognition for customer sales. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of control of our goods at a point in time based on shipping terms and transfer of title. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue.

Gross-to-net sales adjustments – We recognize revenue net of various sales adjustments to arrive at net sales as reported on the statement of operations. These adjustments are referred to as gross-to-net sales adjustments and primarily fall into one of three categories; returns, warranties and customer allowances.

Returns – The Company records an accrued liability and reduction in sales for estimated product returns based upon historical experience. An accrued liability and reduction in sales is also recorded for approved return authorizations that have been communicated by the customer.

Warranties – Limited warranties are provided on certain products for varying periods. We record an accrued liability and reduction in sales 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 sales in the current year.

Customer Allowances – Customer allowances are common practice in the industries in which the Company operates. These agreements are typically in the form of advertising subsidies, volume rebates and catalog allowances and are accounted for as a reduction to gross sales. The Company reviews such allowances on an ongoing basis and accruals are adjusted, if necessary, as additional information becomes available.

10

Disaggregation of Revenue – We generate revenue from the sale of widely recognized sporting goods brands in basketball goals, archery, indoor and outdoor game recreation and fitness products. These products are sold through multiple sales channels that include; mass merchants, specialty dealers, key on-line retailers (“E-commerce”) and international. The following table depicts the disaggregation of revenue according to sales channel:

	Three Months Ended				Six Months Ended
	July 11,		July 13,		July 11,		July 13,
All Amounts in Thousands	2020		2019		2020		2019
Gross Sales by Channel:
Mass Merchants	$	27,716	$	18,838	$	41,184	$	30,268
Specialty Dealers		22,858		16,163		35,925		29,764
E-commerce		39,489		24,806		53,070		34,740
International		1,936		2,174		3,492		3,348
Other		595		740		1,071		1,442
Total Gross Sales		92,594		62,721		134,742		99,562
Less: Gross-to-Net Sales Adjustments
Returns		2,342		1,705		3,421		2,880
Warranties		371		359		776		732
Customer Allowances		6,357		5,018		9,732		8,209
Total Gross-to-Net Sales Adjustments		9,070		7,082		13,929		11,821
Total Net Sales	$	83,524	$	55,639	$	120,813	$	87,741

Note K – Leases

We have operating leases for office, manufacturing and distribution facilities as well as for certain equipment. Our leases have remaining lease terms of 1 year to 5 years. As of July 11, 2020, the Company has not entered into any lease arrangements classified as a finance lease.

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities and operating lease liabilities on our consolidated balance sheet. The Company has elected an accounting policy to not recognize short-term leases (one year or less) on the balance sheet. The Company also elected the package of practical expedients which applies to leases that commenced before the adoption date. By electing the package of practical expedients, the Company did not need to reassess the following; whether any existing contracts are or contain leases, the lease classification for any existing leases and initial direct costs for any existing leases.

ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. When the implicit rate of the lease is not provided or cannot be determined, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Components of lease expense and other information as follows:

	Three Months Ended				Six Months Ended
	July 11,		July 13,		July 11,		July 13,
All Amounts in Thousands	2020		2019		2020		2019
Lease Expense
Operating Lease Cost	$	206	$	253	$	413	$	444
Short-term Lease Cost		251		109		274		199
Variable Lease Cost		81		86		117		141
Total Operating Lease Cost		538	$	448	$	804	$	784
Operating Lease - Operating Cash Flows	$	188	$	221	$	375	$	396
New ROU Assets - Operating Leases	$	—	$	652	$	688	$	725

11

Other information about lease amounts recognized in our consolidated financial statements is summarized as follows:

	Six Months Ended
	July 11,		July 13,
All Amounts in Thousands	2020		2019
Weighted Average Remaining Lease Term – Operating Leases	2.45	years	2.07	years
Weighted Average Discount Rate – Operating Leases	5.00	%	5.00	%

Future minimum lease payments under non-cancellable leases as of July 11, 2020 were as follows:

All Amounts in Thousands
Year 1	$	762
Year 2		403
Year 3		262
Year 4		46
Year 5		23
Thereafter		—
Total future minimum lease payments		1,496
Less imputed interest		(86)
Total	$	1,410
Reported as of July 11, 2020
Current operating lease liabilities		711
Long-term operating lease liabilities		699
Total	$	1,410

Note L – Commitments and Contingencies

The Company is involved in litigation arising in the normal course of 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.

12

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains forward-looking statements relating to present or future trends or factors that are subject to risks and uncertainties. These risks include, but are not limited to: specific and overall impacts of the COVID-19 global pandemic on Escalade’s financial condition and results of operations; Escalade’s plans and expectations surrounding the transition to its new Chief Executive Officer and all potential related effects and consequences; the impact of competitive products and pricing; product demand and market acceptance; new product development; Escalade’s ability to achieve its business objectives, especially with respect to its Sporting Goods business on which it has chosen to focus; Escalade’s ability to successfully achieve the anticipated results of strategic transactions, including the integration of the operations of acquired assets and businesses and of divestitures or discontinuances of certain operations, assets, brands, and products; the continuation and development of key customer, supplier, licensing and other business relationships; the ability to successfully negotiate the shifting retail environment and changes in consumer buying habits; the financial health of our customers; disruptions or delays in our business operations, including without limitation disruptions or delays in our supply chain, arising from political unrest, war, labor strikes, natural disasters, public health crises such as the coronavirus pandemic, and other events and circumstances beyond our control; Escalade’s ability to control costs; Escalade’s ability to successfully implement actions to lessen the potential impacts of tariffs and other trade restrictions applicable to our products and raw materials, including impacts on the costs of producing our goods, importing products and materials into our markets for sale, and on the pricing of our products; general economic conditions; fluctuation in operating results; changes in foreign currency exchange rates; changes in the securities markets; Escalade’s ability to obtain financing and to maintain compliance with the terms of such financing; the availability, integration and effective operation of information systems and other technology, and the potential interruption of such systems or technology; risks related to data security of privacy breaches; 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, the Company, we, us or our) is focused on growing its Sporting Goods business through organic growth of existing categories, strategic acquisitions, and new product development. The Sporting Goods business competes in a variety of categories including basketball goals, archery, indoor and outdoor game recreation and fitness products. Strong brands and on-going investment in product development provide a solid foundation for building customer loyalty and continued growth.

Within the sporting goods industry, the Company has successfully built a robust market presence in several niche markets. This strategy is heavily dependent on expanding our customer base, barriers to entry, strong brands, excellent customer service and a commitment to innovation. A key strategic advantage is the Company’s established relationships with major customers that allow the Company to bring new products to market in a cost effective manner while maintaining a diversified portfolio of products to meet the demands of consumers. In addition to strategic customer relations, the Company has substantial manufacturing and import experience that enable it to be a low cost supplier.

To enhance growth opportunities, the Company has focused on promoting new product innovation and development and brand marketing. In addition, the Company has embarked on a strategy of acquiring companies or product lines that complement or expand the Company’s existing product lines or provide expansion into new or emerging categories in sporting goods. A key objective is the acquisition of product lines with barriers to entry that the Company can take to market through its established distribution channels or through new market channels. Significant synergies are achieved through assimilation of acquired product lines into the existing Company structure. The Company also sometimes divests or discontinues certain operations, assets, brands, and products that do not perform to the Company’s expectations or no longer fit with the Company’s strategic objectives.

Management believes that key indicators in measuring the success of these strategies are revenue growth, earnings growth, new product introductions, and the expansion of channels of distribution.

13

COVID-19 Pandemic

The emergence of the coronavirus (COVID-19) around the world, and particularly in the United States and China, presents significant risks to the Company, not all of which the Company is able to fully evaluate or even to foresee at the current time. Economic and health conditions in the United States and across most of the globe have changed rapidly since the end of the Company’s first quarter. In the short-term, demand for the Company’s products has increased, notably in our fitness products, basketball, playground, and indoor/outdoor games. Some of the increase in demand is likely due to consumers being required or encouraged by governmental authorities to stay at home, schools being closed, and employers requiring employees to work remotely and/or implementing furloughs and layoffs. Such increased demand may not continue and/or demand may decrease from historical levels depending on the duration and severity of the COVID-19 pandemic, the length of time it takes for normal economic and operating conditions to resume, additional governmental actions that may be taken and/or extensions of time for restrictions that have been imposed to date, and numerous other uncertainties.

In addition, increased customer demand for certain products presents challenges for the Company to anticipate and adjust inventory levels to meet such demand. So far, the Company has been able to obtain products from its suppliers on a timely basis, but management anticipates that there may be delays in the future due to factory and shipping capacities that may impact timing of shipments in the first half of 2021, if not sooner. The Company is seeking to alleviate such concerns by accelerating its timing for placing 2021 orders with its suppliers and by continuing to develop other potential sources of products and raw materials.

The COVID-19 pandemic did affect the Company’s operations in the second quarter and may continue to do so indefinitely thereafter. All of these factors may have far reaching impacts on the Company’s business, operations, and financial results and conditions, directly and indirectly, including without limitation impacts on the health of the Company’s management and employees -many of whom are still working remotely, manufacturing, distribution, marketing and sales operations, customer and consumer behaviors, and on the overall economy. The scope and nature of these impacts, most of which are beyond the Company’s control, continue to evolve and the outcomes are uncertain.

Due to the above circumstances and as described generally in this Form 10-Q, the Company’s results of operations for the three and six month periods ended July 11, 2020 are not necessarily indicative of the results to be expected for the full fiscal year. Management cannot predict the full impact of the COVID-19 pandemic on the Company’s sales channels, supply chain, manufacturing and distribution nor to economic conditions generally, including the effects on consumer spending. The ultimate extent of the effects of the COVID-19 pandemic on the Company is highly uncertain and will depend on future developments, and such effects could exist for an extended period of time even after the pandemic might end.

Results of Operations

The following schedule sets forth certain consolidated statement of operations data as a percentage of net revenue:

	Three Months Ended				Six Months Ended
	July 11, 2020		July 13, 2019		July 11, 2020		July 13, 2019
Net revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of products sold	72.2	%	76.7	%	72.3	%	75.6	%
Gross margin	27.8	%	23.3	%	27.7	%	24.4	%
Selling, administrative and general expenses	14.3	%	18.0	%	16.0	%	20.3	%
Amortization	0.5	%	0.8	%	0.7	%	0.9	%
Operating income	13.0	%	4.5	%	11.0	%	3.2	%

Revenue and Gross Margin

Sales increased by 50.1% for the second quarter of 2020, compared with the same period in the prior year. The increase in sales was primarily driven by growth in our outdoor and fitness categories, including basketball, Lifeline Fitness and Victory Tailgate as demand for our fitness and home recreation products continues to be high amidst the COVID-19 pandemic. For the first half of 2020, sales were up 37.7% compared to prior year.

The overall gross margin percentage increased to 27.8% for the second quarter of 2020, compared to 23.3% for 2019 primarily due to product mix and operational improvements the Company has performed over the last year. In addition, lower inventory levels and cleaner inventory minimized markdown exposure. The improved margins were partially offset by headwinds in factory utilization due to closures of two of our operating facilities for an extended period of time due to COVID-19 early in the second quarter.

Gross margin percentage increased to 27.7% for the first six months of 2020, compared to 24.4% for the same period in the prior year.

14

Selling, General and Administrative Expenses

Selling, general and administrative expenses (SG&A) were $11.9 million for the second quarter of 2020 compared to $10.0 million for the same period in the prior year, an increase of $1.9 million or 18.8%. The increase in SG&A is in line with the growth of the business. SG&A as a percent of sales is 14.3% for the second quarter of 2020 compared with 18.0% for the same period in the prior year. For the first half of 2020, SG&A were $19.4 million compared to $17.8 million for the same period in 2019, an increase of $1.6 million or 9.0%. As a percent of sales, SG&A is 16.0% for the first half of 2020 compared with 20.3% for the same period in the prior year.

Provision for Income Taxes

The effective tax rate for the first half of 2020 was 19.6% compared to 19.9% for the same period last year.

Financial Condition and Liquidity

Total debt at the end of the first six months of 2020 was zero, a decrease of $135 thousand from December 28, 2019. The following schedule summarizes the Company’s total debt:

	July 11,		December 28,		July 13,
In thousands	2020		2019		2019
Note payable	$	—	$	135	$	135
Long term debt		—		—		7,393
Total	$	—	$	135	$	7,528

As a percentage of stockholders’ equity, total debt was zero, 0.1% and 5.9% at July 11, 2020, December 28, 2019, and July 13, 2019 respectively.

On March 24, 2020, the Company entered into a Second Amendment to the Amended and Restated Credit Agreement (“2019 Restated Credit Agreement”) with its issuing bank, JP Morgan Chase Bank, N.A. (“Chase”), and the other lenders identified in the 2019 Restated Credit Agreement (collectively, the “Lender”). The sole purpose of the Second Amendment was to permit an increase in authorized stock repurchases, increasing the limit from $5,000,000 to $15,000,000.

The Company funds working capital requirements through operating cash flows and revolving credit agreements with its bank. Based on working capital requirements, the Company expects to have access to adequate levels of revolving credit to meet growth needs.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Required.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Escalade maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized, and reported within the time periods 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 Rules 13a-15(e) and 15d-15(e). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, could 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.

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 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. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

15

Changes in Internal Control over Financial Reporting

Management of the Company has evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the second quarter of 2020.

There have been no changes to the Company’s internal control over financial reporting that occurred since the beginning of the Company’s first quarter of 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

16

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

None.

Item 1A. RISK FACTORS.

The following risk factors are in addition to the risks described in the Company’s Form 10-K under Item 1A, “Risk Factors” for its fiscal year ended December 28, 2019, its Form 10-Q for its fiscal quarter ended March 21, 2020, and in its subsequent periodic reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. The effects of the events and circumstances described in the following risk factors may have the additional effect of heightening many of the risks contained in the Company’s Form 10-K and other periodic reports.

Our operations also could be affected by additional factors that are not presently known to us or that we currently do not consider material to our business.

The ultimate magnitude of the COVID-19 pandemic is unpredictable, volatile and uncertain.

The COVID-19 pandemic has created significant public health concerns and economic disruption. While the Company has experienced substantial increases in sales and order activity through the second quarter of 2020, we cannot predict the full impact of the pandemic nor can we predict with any certainty whether and to what degree the disruptions caused by the pandemic and reactions thereto will continue. Much is unknown, including the duration and severity of the pandemic, the amount of time it may take for more normalized economic activity to resume, future government actions that may be taken, the effects on the Company's customers and suppliers, including their ability to pay for our products, the effects on operations of the Company's logistics providers, and the impact on the ability of the Company's employees to work and travel. While the Company has taken numerous steps to mitigate the potential negative effects of the COVID-19 pandemic, there can be no assurance that the Company will be able to respond quickly enough or appropriately to circumstances that may change rapidly and/or that are outside of our control. The long-term impact of the pandemic on the Company's business is unknown and ultimately could result in material adverse effects on the Company's business, financial performance and results of operations.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

c) Issuer Purchases of Equity Securities

				(c) Total Number	(d) Maximum Number
	(a) Total			of Shares (or Units)	(or Approximate Dollar
	Number of	(b) Average		Purchased as Part	Value) of Shares (or
	Shares (or	Price Paid		of Publicly	Units) that May Yet Be
	Units)	per Share		Announced Plans	Purchased Under the
Period	Purchased	(or Unit)		or Programs	Plans or Programs
Share purchases prior to 3/21/2020 under the current repurchase program.	1,397,490	$	9.28	1,397,490	$	10,000,330
Second quarter purchases:
3/22/2020–4/18/2020	None		None	No Change		No Change
4/19/2020-5/16/2020	None		None	No Change		No Change
5/17/2020-6/13/2020	None		None	No Change		No Change
6/14/2020-7/11/2020	None		None	No Change		No Change
Total share purchases under the current program	1,397,490	$	9.28	1,397,490	$	10,000,330

The Company has one stock repurchase program which was established in February 2003 by the Board of Directors and which initially authorized management to expend up to $3,000,000 to repurchase shares on the open market as well as in private negotiated transactions. In February 2005, February 2006, August 2007 and February 2008 the Board of Directors increased the remaining balance on this plan to its original level of $3,000,000. In September 2019, the Board of Directors increased the stock repurchase program from $3,000,000 to $5,000,000. On March 24, 2020, the Board of Directors increased the stock repurchase program from $5,000,000 to $15,000,000. No additional stock repurchases yet have been made pursuant to the increased amount now available for stock repurchases. From its inception date through July 11, 2020, the Company has repurchased 1,397,490 shares of its common stock under this repurchase program for an aggregate price of $12,966,498. The repurchase program has no termination date and there have been no share repurchases that were not part of a publicly announced program.

17

Item 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

Item 5. OTHER INFORMATION.

None.

18

Item 6. EXHIBITS

Number	Description
3.1	Articles of Incorporation of Escalade, Incorporated. Incorporated by reference from the Company’s 2007 First Quarter Report on Form 10-Q.
3.2	Amended By-laws of Escalade, Incorporated, as amended April 22, 2014. Incorporated by reference from the Company’s 2014 First Quarter Report on Form 10-Q.
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.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document

19

SIGNATURE

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

	ESCALADE, INCORPORATED
Date: August 6, 2020	/s/ Stephen R. Wawrin
	Vice President and Chief Financial Officer
	(On behalf of the registrant and in his capacities as Principal Financial Officer and Principal Accounting Officer)

20