1 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 quarter ended March 22, 1997 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 Avenue, Evansville, Indiana 47717 --------------------------------------------- (Address of principal executive offices) 812-467-1200 ------------ Securities registered pursuant to Section 12(b) of the Act NONE ---- Securities registered pursuant to section 12(g) of the Act: Common Stock, No Par Value -------------------------- (Title of Class) 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 --- --- The number of shares of Registrant's common stock (no par value) outstanding as of April 7, 1997 : 3,094,741 2 INDEX Page No. Part I. Financial Information: Item 1 - Financial Statements: Consolidated Condensed Balance Sheet -- March 22, 1997, March 23, 1996, and December 28, 1996 3 Consolidated Condensed Statement of Income -- Three Months Ended March 22, 1997 and March 23, 1996 4 Consolidated Condensed Statement of Cash Flows -- Three Months Ended March 22, 1997 and March 23, 1996 5 Notes to Consolidated Condensed Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations: 7-8 Part II. Other Information 8 Signatures 8 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ESCALADE, INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED) (Dollars in Thousands) March 22, March 23, December 28, 1997 1996 1996 ------------------------------------ ASSETS Current assets: Cash $ 249 $ 261 $ 1,319 Receivables, less allowances of $814, $753 and $682 12,067 12,830 27,297 Inventories 13,647 15,994 11,452 Prepaid expense 177 119 222 Deferred income tax benefit 1,561 1,828 1,561 -------- -------- -------- TOTAL CURRENT ASSETS 27,701 31,032 41,851 Property, plant, and equipment 31,886 33,273 31,818 Accum. depr. and amortization (22,059) (22,508) (21,609) -------- -------- -------- 9,827 10,765 10,209 Deferred income tax benefit 519 662 519 Other assets 1,837 1,819 1,851 -------- -------- -------- $ 39,884 $ 44,278 $ 54,430 ======== ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable - bank $ 350 $ 200 $ 3,875 Current portion of long-term debt 2,300 3,007 9,800 Trade accounts payable 2,248 3,032 2,394 Accrued liabilities 9,245 7,472 11,374 Federal income tax payable 135 202 1,099 -------- -------- -------- TOTAL CURRENT LIABILITIES 14,278 13,913 28,542 Other Liabilities: Long-term debt 5,000 5,641 5,500 Deferred compensation 1,107 1,203 1,083 -------- -------- -------- 6,107 6,844 6,583 Stockholders' equity: Preferred stock: Authorized 1,000,000 shares; no par value, none issued Common stock: Authorized 10,000,000 shares; no par value,Issued and outstanding - 3,094,626, 4,123,954, and 3,084,449 at 3-22-97, 3-23-96 and 12-28-96 8,335 17,523 8,292 Retained earnings 11,164 5,998 11,013 -------- -------- -------- 19,499 23,521 19,305 -------- -------- -------- $ 39,884 $ 44,278 $ 54,430 ======== ======== ======== See notes to Consolidated Condensed Financial Statements. 4 ESCALADE, INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF INCOME (UNAUDITED) (Dollars in Thousands, except per share amounts) Three Months Ended ------------------------------- March 22, 1997 March 23, 1996 -------------- -------------- Net sales $ 12,702 $ 15,381 Costs, expenses and other income: Cost of products sold 9,105 11,128 Selling, administrative and general expenses 3,120 3,552 Interest 217 309 Other income (60) (55) -------- -------- 12,382 14,934 INCOME BEFORE INCOME TAXES 320 447 Provision for income taxes 169 215 -------- -------- NET INCOME $ 151 $ 232 ======== ======== Per share data: NET INCOME $ .05 $ .06 ======== ======== See notes to Consolidated Condensed Financial Statements. 5 ESCALADE, INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) (Dollars in Thousands) Three Months Ended March 22, 1997 March 23, 1996 Operating Activities: ----------------------------- Net Income $ 151 $ 232 Depreciation and amortization 567 668 Adjustments necessary to reconcile net income to net cash provided by operating activities 9,879 12,522 -------- -------- Net cash provided by operating activities 10,597 13,422 -------- -------- Investing Activities: Purchase of property and equipment (185) (209) -------- -------- Net cash used by investing activities (185) (209) -------- -------- Financing Activities: Net decrease in notes pay - bank (11,525) (14,150) Purchase of common stock -- (49) Proceeds from exercise of stock options 43 -- -------- -------- Net cash used by financing activities (11,482) (14,199) -------- -------- Decrease in cash (1,070) (986) Cash, beginning of period 1,319 1,247 -------- -------- Cash, end of period $ 249 $ 261 ======== ======== See notes to Consolidated Condensed Financial Statements. 6 ESCALADE, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note A - Basis of Presentation - ------------------------------ In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the company as of March 22, 1997, March 23, 1996, and December 28, 1996 and the results of operations and changes in financial position for the three months ended March 22, 1997 and March 23, 1996. The balance sheet at December 28, 1996 was derived from the audited balance sheet included in the 1996 annual report to shareholders. Note B - Seasonal Aspects - ------------------------- The results of operations for the three month periods ended March 22, 1997 and March 23, 1996 are not necessarily indicative of the results to be expected for the full year. Note C - Inventories (Dollars in Thousands) - ------------------------------------------- 3-22-97 3-23-96 12-28-96 ------- ------- -------- Raw Materials $ 4,537 $ 6,655 $ 3,660 Work In Process 2,753 3,153 2,710 Finished Goods 6,357 6,186 5,082 ------- ------- ------- $13,647 $15,994 $11,452 ======= ======= ======= Note D - Earnings Per Share - --------------------------- Earnings per common and common equivalent shares are based on average shares outstanding. Dilutive effects of stock options on net income are not material. The number of shares used to calculate earnings per share for the three months ended March 22, 1997 and March 23, 1996 was 3,089,173 and 4,133,359. Note E - Income Taxes - --------------------- The provision for income taxes was computed based on financial statement income. 7 ESCALADE, INCORPORATED AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is Management's discussion and analysis of certain significant factors which have affected the Company's earnings during the periods included in the accompanying consolidated condensed statements of income. RESULTS OF OPERATIONS FIRST QUARTER COMPARISON 1997 vs. 1996 Net sales were $ 12,702,000 in the first quarter of 1997 as compared to $15,381,000 in the first quarter of 1996 a decrease of $2,679,000 or 17.4%. Sales of sporting goods decreased $2,786,000 or 25.5% and sales of office and graphic arts products increased $107,000 or 2.4%. The decrease in sporting goods sales was mainly due to decreased volume caused by excess inventory carryover from the prior year by several large customers and about 25% of the decrease was due to the discontinuance of the yard games and fitness product lines. The increase in office and graphic arts machines and equipment sales is primarily due to increased export sales. Cost of sales was $9,105,000 in the first quarter of 1997 as compared to $11,128,000 in the first quarter of 1996, a decrease of $2,023,000 or 18.2%. Cost of sales as a percentage of net sales was 71.7% in the first quarter of 1997 as compared to 72.3% in the first quarter of 1996. Sporting goods cost of sales as a percentage of net sales increased 3.3% and office and graphic arts machines and equipment cost of sales as a percentage of net sales decreased 2.9%. The increase in the sporting goods percentage was mainly in material cost and the decrease in the office and graphic arts machines and equipment percentage was mainly in factory expense. Selling, general, and administrative expenses were $3,120,000 in the first quarter of 1997 as compared to $3,552,000 in the first quarter of 1996, a decrease of $432,000 or 12.2%. Selling, general and administrative expenses as a percentage of net sales was 24.6% in the first quarter of 1997 as compared to 23.1% in the first quarter of 1996. This increase as a percentage of net sales was mainly due to decreased sales volume. Interest expense decreased $92,000 to $217,000 in 1997 from $309,000 in 1996, a reduction of 29.8% due to lower borrowing levels. The effective income tax rate for the first quarter of 1997 was 52.8% as compared to 48.0% in 1996. Both of these rates are higher than normal due to non-deductible foreign losses. 8 LIQUIDITY AND CAPITAL RESOURCES The Company's net cash provided by operating activities was $10,597,000 in the first quarter of 1997 as compared to $13,422,000 in the first quarter of 1996. Most of the cash provided by operating activities was from collection of the year end accounts receivable during the first quarter. The net accounts receivable balance at the end of the year was $27,297,000 and at the end of the first quarter the net accounts receivable balance was $12,067,000. The Company's net cash used for investing activities was $185,000 in the first quarter of 1997 as compared to $209,000 in the first quarter of 1996. This decrease of $24,000 was in the purchase of property and equipment. The Company's net cash used by financing activities was $11,482,000 in the first quarter of 1997 as compared to $14,199,000 in the first quarter of 1996. Most of the cash used by financing activities was for the pay down of short term and long term bank debt. At the end of the year, the bank debt was $19,175,000 and at the end of the first quarter the bank debt bank was $7,650,000. The Company's working capital requirements are currently funded by cash flow from operations, a domestic line of credit in the amount of $18,000,000, and a letter of credit facility in the amount of $4,000,000. The outstanding loans under the domestic line of credit bear interest at either of the following rates, as selected by the Company from time to time; the bank's prime lending rate or the London Inter-Bank Offered Rate plus 1.00%. The Company's domestic line of credit agreement expires on May 31, 1997 and will be renewed during the second quarter. The amount brrowed under this domestic line of credit at the end of the first quarter was $350,000. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (b) Reports on Form 8-K - There were no reports on Form 8-K filed for the three months ended March 22, 1997. 9 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: April 11, 1997 Robert E. Griffin -------------- ---------------------------- Robert E. Griffin Chairman and Chief Executive Officer Date: April 11, 1997 John R. Wilson -------------- ---------------------------- John R. Wilson Vice President and Chief Financial Officer