SEC Form 10-Q filed by Escalade Incorporated
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from _____ to _____
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal Executive Office) |
(Zip Code) |
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which
registered |
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The |
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.
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).
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.
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Large accelerated filer ☐ |
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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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
Outstanding at October 27, 2025 |
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Common, no par value |
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INDEX
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Page No. |
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Part I. |
Financial Information: |
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Item 1 - |
Financial Statements: |
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Consolidated Condensed Balance Sheets as of September 30, 2025, December 31, 2024, and September 30, 2024 |
3 |
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Consolidated Condensed Statements of Operations for the Three Months and Nine Months Ended September 30, 2025 and September 30, 2024 |
4 |
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Consolidated Condensed Statements of Stockholders’ Equity for the Three Months and Nine Months Ended September 30, 2025 and September 30, 2024 |
5 |
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Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and September 30, 2024 |
6 |
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Notes to Consolidated Condensed Financial Statements |
7 |
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Item 2 - |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
15 |
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Item 3 - |
Quantitative and Qualitative Disclosures About Market Risk |
18 |
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Item 4 - |
Controls and Procedures |
18 |
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Part II. |
Other Information |
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Item 1 - |
Legal Proceedings |
18 |
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Item 1A - |
Risk Factors |
18 |
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Item 2 - |
Unregistered Sales of Equity Securities and Use of Proceeds |
19 |
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Item 6 - |
Exhibits |
20 |
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Signature |
20 |
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
|
All Amounts in Thousands Except Share Information |
September 30, 2025 |
December 31, 2024 |
September 30, 2024 |
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(Unaudited) |
(Audited) |
(Unaudited) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
$ | $ | $ | |||||||||
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Receivables, less allowance of $ |
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Inventories |
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Prepaid expenses |
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Prepaid income tax |
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TOTAL CURRENT ASSETS |
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Property, plant and equipment, net |
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Operating lease right-of-use assets |
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Intangible assets, net |
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Goodwill |
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Other assets |
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TOTAL ASSETS |
$ | $ | $ | |||||||||
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities: |
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Current portion of long-term debt |
$ | $ | $ | |||||||||
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Trade accounts payable |
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Accrued liabilities |
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Income tax payable |
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Current operating lease liabilities |
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TOTAL CURRENT LIABILITIES |
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Other Liabilities: |
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Long‑term debt |
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Deferred income tax liability |
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Operating lease liabilities |
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Other liabilities |
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TOTAL LIABILITIES |
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Stockholders' Equity: |
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Preferred stock: |
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Authorized |
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Common stock: |
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Authorized |
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Retained earnings |
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TOTAL STOCKHOLDERS' EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ | $ | $ | |||||||||
See notes to Consolidated Condensed Financial Statements.
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
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Three Months Ended |
Nine Months Ended |
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All Amounts in Thousands Except Per Share Data |
September 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
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Net sales |
$ | $ | $ | $ | ||||||||||||
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Costs and Expenses |
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Cost of products sold |
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Selling, administrative and general expenses |
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Amortization |
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Gain on sale of assets held for sale |
( |
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Operating Income |
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Other Income (Expense) |
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Interest expense |
( |
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) | ( |
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Other income |
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Income Before Income Taxes |
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Provision for Income Taxes |
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Net Income |
$ | $ | $ | $ | ||||||||||||
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Earnings Per Share Data: |
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Basic earnings per share |
$ | $ | $ | $ | ||||||||||||
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Diluted earnings per share |
$ | $ | $ | $ | ||||||||||||
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Dividends declared |
$ | $ | $ | $ | ||||||||||||
See notes to Consolidated Condensed Financial Statements.
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
|
Common Stock |
Retained |
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All Amounts in Thousands |
Shares |
Amount |
Earnings |
Total |
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Balances at June 30, 2024 |
$ | $ | $ | |||||||||||||
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Net income |
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Expense of restricted stock units |
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Dividends declared |
( |
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Balances at September 30, 2024 |
$ | $ | $ | |||||||||||||
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Balances at December 31, 2023 |
$ | $ | $ | |||||||||||||
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Net income |
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Expense of restricted stock units |
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Settlement of restricted stock units |
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Dividends declared |
( |
) | ( |
) | ||||||||||||
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Balances at September 30, 2024 |
$ | $ | $ | |||||||||||||
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Common Stock |
Retained |
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All Amounts in Thousands |
Shares |
Amount |
Earnings |
Total |
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Balances at June 30, 2025 |
$ | $ | $ | |||||||||||||
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Net income |
- | |||||||||||||||
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Expense of restricted stock units |
- | |||||||||||||||
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Dividends declared |
- | ( |
) | ( |
) | |||||||||||
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Balances at September 30, 2025 |
$ | $ | $ | |||||||||||||
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Balances at December 31, 2024 |
$ | $ | $ | |||||||||||||
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Net income |
- | |||||||||||||||
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Expense of restricted stock units |
- | |||||||||||||||
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Settlement of restricted stock units |
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Issuance of restricted stock awards |
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Dividends declared |
- | ( |
) | ( |
) | |||||||||||
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Purchase of stock |
( |
) | ( |
) | ( |
) | ||||||||||
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Issuance of common stock for service |
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Balances at September 30, 2025 |
$ | $ | $ | |||||||||||||
See notes to Consolidated Condensed Financial Statements.
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
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Nine Months Ended |
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All Amounts in Thousands |
September 30, 2025 |
September 30, 2024 |
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Operating Activities: |
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Net income |
$ | $ | ||||||
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Depreciation and amortization |
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Allowance for credit losses |
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Stock-based compensation |
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Loss (gain) on disposal of assets |
( |
) | ||||||
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Common stock issued in lieu of bonus to officers |
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Director stock compensation |
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Changes in assets and liabilities |
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Net cash provided by operating activities |
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Investing Activities: |
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Purchase of property and equipment |
( |
) | ( |
) | ||||
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Acquisition |
( |
) | ||||||
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Proceeds from sale of property and equipment |
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Net cash (used in) provided by investing activities |
( |
) | ||||||
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Financing Activities: |
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Proceeds from issuance of long-term debt |
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Payments on long-term debt |
( |
) | ( |
) | ||||
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Cash dividends paid |
( |
) | ( |
) | ||||
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Purchase of stock |
( |
) | ||||||
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Net cash used in financing activities |
( |
) | ( |
) | ||||
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Net (decrease) increase in cash and cash equivalents |
( |
) | ||||||
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
$ | $ | ||||||
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Supplemental Cash Flows Information |
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Interest paid |
$ | $ | ||||||
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Income taxes paid, net |
$ | $ | ||||||
See notes to Consolidated Condensed Financial Statements.
ESCALADE, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note A – Summary of Significant Accounting Policies
Goodwill – We perform our annual goodwill impairment analysis in the fourth quarter of each fiscal year, or more often if events or changes in circumstances indicate the carrying value of goodwill may not be recoverable, in accordance with guidance in Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 350, “Intangibles – Goodwill and Other” (“ASC 350”). During the three months ended September 30, 2025, we identified a potential indicator of impairment due to the increase in tariff-related costs which led to the conclusion that a triggering event had occurred and therefore we performed a quantitative test for the single reporting unit.
We measure the fair value of our reporting unit based on a guideline company method and discounted cash flow method using a discount rate determined by Management to be commensurate with the risk inherent in our reporting unit’s current business model. The fair market value was determined by weighting the two methods equally. Our estimates of discounted cash flows, selected multiples and market value of invested capital to derive the fair value were measured in accordance with ASC 350. Inputs to determine the fair value are considered to be level 3 inputs. We are using estimates of discounted cash flows that may change, and if they change negatively it could result in the need to write down those assets to fair value. Based on our interim impairment test of goodwill as of September 1, 2025, it was determined that the fair value of the reporting unit was in excess of the carrying value.
Although there was no impairment of goodwill, we noted that the fair value of the reporting unit exceeded its carrying value by approximately 6%. If there is a continued increase in costs or other adverse events that could negatively impact the future cash flows of our business and its fair value, goodwill may be at risk of impairment in future periods.
Note B ‑ Seasonal Aspects
The results of operations for the three and nine months ended September 30, 2025 and September 30, 2024 are not necessarily indicative of the results to be expected for the full year.
Note C ‑ Inventories
|
In thousands |
September 30, 2025 |
December 31, 2024 |
September 30, 2024 |
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Raw materials |
$ | $ | $ | |||||||||
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Work in progress |
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Finished goods |
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| $ | $ | $ | ||||||||||
Note D – Fair Values of Financial Instruments
ASC 820, “Fair Value Measurement and Disclosures,” outlines a valuation framework and creates a fair value hierarchy for assets and liabilities as follows:
|
- |
Level 1: Observable inputs such as quoted prices in active markets; |
|
- |
Level 2: Inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
|
- |
Level 3: Unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions. |
Due to their short-term nature, the fair value of cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximated their carrying values at September 30, 2025, December 31, 2024 and September 30, 2024. The Company believes the carrying value of borrowings under our senior secured revolving credit facility, due to variable rate interest, adequately reflects the fair value of these instruments.
The Company discloses the fair value of its term loan using Level 2 inputs, which are estimated using treasury rates for a similar instrument, as follows:
|
September 30, 2025 |
December 31, 2024 |
September 30, 2024 |
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In thousands |
Carrying Value |
Fair Value |
Carrying Value |
Fair Value |
Carrying Value |
Fair Value |
||||||||||||||||||
|
Term Loan Facility |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
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 nine months ended September 30, 2025, the Company awarded
For the three and nine months ended September 30, 2025, the Company recognized stock based compensation expense of $
At September 30, 2025 and September 30, 2024, there was $
Note F ‑ Segment Information
The Company operates as operating segment. The Company’s chief operating decision maker (“CODM”) is its president and chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated net sales and consolidated net income to assess financial performance and allocate resources.
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As of and for the Three Months Ended September 30, 2025 |
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In thousands |
Sporting Goods |
Corp. |
Total |
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Revenues from external customers |
$ | $ | $ | |||||||||
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Cost of product sold |
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Other operating expenses |
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Operating income (loss) |
( |
) | ||||||||||
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Interest expense |
( |
) | ( |
) | ||||||||
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Other income |
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Provision (benefit) for Income Taxes |
( |
) | ||||||||||
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Net income (loss) |
( |
) | ||||||||||
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Depreciation and Amortization |
$ | $ | ||||||||||
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Total assets |
$ | $ | $ | |||||||||
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As of and for the Nine Months Ended September 30, 2025 |
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In thousands |
Sporting Goods |
Corp. |
Total |
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Revenues from external customers |
$ | $ | $ | |||||||||
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Cost of product sold |
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Other operating expenses |
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Operating income (loss) |
( |
) | ||||||||||
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Interest expense |
( |
) | ( |
) | ||||||||
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Other income |
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Provision (benefit) for Income Taxes |
( |
) | ||||||||||
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Net income (loss) |
( |
) | ||||||||||
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Depreciation and Amortization |
$ | $ | ||||||||||
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Total assets |
$ | $ | $ | |||||||||
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As of and for the Three Months Ended September 30, 2024 |
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In thousands |
Sporting Goods |
Corp. |
Total |
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Revenues from external customers |
$ | $ | $ | |||||||||
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Cost of product sold |
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Other operating expenses |
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Operating income (loss) |
( |
) | ||||||||||
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Interest expense |
( |
) | ( |
) | ||||||||
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Other income |
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Provision (benefit) for Income Taxes |
( |
) | ||||||||||
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Net income (loss) |
( |
) | ||||||||||
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Depreciation and Amortization |
$ | $ | ||||||||||
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Total assets |
$ | $ | $ | |||||||||
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As of and for the Nine Months Ended September 30, 2024 |
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In thousands |
Sporting Goods |
Corp. |
Total |
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Revenues from external customers |
$ | $ | $ | |||||||||
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Cost of product sold |
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Other operating expenses |
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Operating income (loss) |
( |
) | ||||||||||
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Interest expense |
( |
) | ( |
) | ||||||||
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Other income |
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Provision (benefit) for Income Taxes |
( |
) | ||||||||||
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Net income (loss) |
( |
) | ||||||||||
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Depreciation and Amortization |
$ | $ | ||||||||||
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Total assets |
$ | $ | $ | |||||||||
Note G – Dividend Payment
On January 13, 2025, the Company paid a quarterly dividend of $
On April 14, 2025, the Company paid a quarterly dividend of $
On July 14, 2025, the Company paid a quarterly dividend of $
On October 13, 2025, the Company paid a quarterly dividend of $
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 |
Nine Months Ended |
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In thousands |
September 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
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Weighted average common shares outstanding |
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Dilutive effect of restricted stock units |
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Weighted average common shares outstanding, assuming dilution |
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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 nine months ended September 30, 2025, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, that are of significance, or potential significance to the Company.
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required in an entity’s income tax rate reconciliation table and requires disclosure of income taxes paid in both U.S. and foreign jurisdictions. The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. The Company is currently evaluating the impact the adoption of ASU 2023-09 will have on its annual consolidated financial statements.
Note J – Revenue from Contracts with Customers
Revenue Recognition – Revenue is recognized when a contract exists with a customer that specifies the goods to be provided at an agreed upon sales price and when the performance obligations under the terms of the contract 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. Sales are made on normal and customary short-term credit terms or upon delivery of point-of-sale transactions. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. The Company expenses incremental costs of obtaining a contract due to the short-term nature of the contracts. These costs are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. 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.
The Company enters into contractual arrangements with customers in the form of customer orders that specify goods, quantity, pricing, and associated order terms. The Company does not have long-term contracts that are satisfied over time. Due to the nature of the contracts, no significant judgment exists in relation to the identification of the customer contract, satisfaction of the performance obligations, or transaction price.
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. The accrued liability amount attributable to warranties was $
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.
Contract Balances – Amounts relating to returns and customer allowances create contract liabilities, which were $
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 |
Nine Months Ended |
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|
All Amounts in Thousands |
September 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
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Gross Sales by Channel: |
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Mass Merchants |
$ | $ | $ | $ | ||||||||||||
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Specialty Dealers |
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E-commerce |
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International |
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Other |
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Total Gross Sales |
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Less: Gross-to-Net Sales Adjustments |
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Returns |
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Warranties |
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Customer Allowances |
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Total Gross-to-Net Sales Adjustments |
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Total Net Sales |
$ | $ | $ | $ | ||||||||||||
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
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 and are recognized in the presentation of the ROU assets and operating lease liabilities 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 are as follows:
|
Three Months Ended |
Nine Months Ended |
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|
All Amounts in Thousands |
September 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
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|
Lease Expense |
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|
Operating Lease Cost |
$ | $ | $ | $ | ||||||||||||
|
Short-term Lease Cost |
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|
Variable Lease Cost |
||||||||||||||||
|
Total Operating Lease Cost |
$ | $ | $ | $ | ||||||||||||
|
Operating Lease – Operating Cash Flows |
$ | $ | $ | $ | ||||||||||||
|
New ROU Assets – Operating Leases |
$ | $ | $ | $ | ||||||||||||
Other information about lease amounts recognized in our consolidated condensed financial statements is summarized as follows:
|
Nine Months Ended |
||||||||
|
All Amounts in Thousands |
September 30, 2025 |
September 30, 2024 |
||||||
|
Weighted Average Remaining Lease Term – Operating Leases (in years) |
||||||||
|
Weighted Average Discount Rate – Operating Leases |
% | % | ||||||
Future minimum lease payments under non-cancellable leases as of September 30, 2025 were as follows:
|
All Amounts in Thousands |
||||
|
Remainder of Year 1 |
$ | |||
|
Year 2 |
||||
|
Year 3 |
||||
|
Year 4 |
||||
|
Year 5 |
||||
|
Thereafter |
||||
|
Total future minimum lease payments |
||||
|
Less imputed interest |
( |
) | ||
|
Total |
$ | |||
|
Reported as of September 30, 2025 |
||||
|
Current operating lease liabilities |
||||
|
Long-term operating lease liabilities |
||||
|
Total |
$ |
Note L – Commitments and Contingencies
The Company is involved in litigation arising in the normal course of its business, but the Company does not believe the disposition or ultimate resolution of such claims or lawsuits will have a material adverse effect on the business or financial condition of the Company. Based on current information, available insurance coverage and established reserves, the Company believes that the eventual outcome of existing litigation against the Company will not, individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial position. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be material to the Company’s results of operations for any particular period, depending, in part, upon the size of the loss or liability imposed and the operating results for the applicable period.
Note M – Debt
On October 11, 2024, the Company entered into the Fifth Amendment (the “Fifth Amendment”) to its Amended and Restated Credit Agreement with its issuing bank, JPMorgan Chase Bank, N.A. and the other lenders identified therein (the “Restated Credit Agreement”). The Fifth Amendment eliminated the fixed charge coverage ratio covenant and related provisions. The fixed charge ratio covenant was replaced by a new minimum interest coverage ratio covenant of
The Company was in compliance with the debt covenants set forth in the Restated Credit Agreement as of September 30, 2025.
As of September 30, 2025, the outstanding principal amount of the term loan was $
Note N – Provision for Taxes
The effective tax rate for the three months ending September 30, 2025, was
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA includes changes such as provisions allowing accelerated tax deductions for qualified property and research expenditures and provides permanent extensions of certain expiring provisions of the Tax Cuts and Jobs Act. We are evaluating the impact of these provisions; however, there were no discrete effects in the third quarter, and we do not expect a material impact on our 2025 consolidated financial statements.
Note O – Acquisition
During the three months ended September 30, 2025, the Company acquired substantially all of the Gold Tip assets from Revelyst, Inc. Gold Tip is a leading brand for target archery, bow and crossbow hunting products. The Gold Tip assets acquired at close included $
This acquisition was not and would not have been material to the Company’s net sales, results of operations or total assets during the three months ended September 30, 2025. Accordingly, our consolidated results from operations do not differ materially from historical performance as a result of this acquisition, and therefore, pro-forma results are not presented.
Note P – Subsequent Events
On October 30, 2025, Escalade, Incorporated (“Escalade” or the “Company”) announced that Patrick J. Griffin, the Company’s Vice President, Corporate Development and Investor Relations and a Director, has been appointed as the Company’s Interim President and Chief Executive Officer effective October 29, 2025. Mr. Griffin replaces Armin Boehm, who resigned as of the same date. Mr. Griffin, age 56, has served as Director at Escalade and Vice President, Corporate Development and Investor Relations for Escalade since August 2012. Prior to that, Mr. Griffin served as President of Martin Yale Group, a former subsidiary of Escalade. Mr. Griffin has held various other roles at Escalade since 2002.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This report contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. All statements, other than statements of historical fact, are forward-looking statements. These statements relate to our financial condition, results of operations, plans, objectives, future performance, capital actions or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “potential,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties. These risks include, but are not limited to: Escalade’s ability to achieve its business objectives; Escalade’s plans and expectations surrounding the transition to its new Chief Executive Officer and all potential related effects and consequences; Escalade’s ability to successfully implement actions to lessen the potential impacts of tariffs, a potential trade war with China 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; our international operations, including any related to political uncertainty and geopolitical tensions; Escalade’s ability to successfully achieve the anticipated results of strategic transactions, including the integration of the operations of acquired assets and businesses and of divestitures or discontinuances of certain operations, assets, brands, and products; the continuation and development of key customer, supplier, licensing and other business relationships; Escalade’s ability to protect its intellectual property; Escalade’s ability to develop and implement our own direct to consumer e-commerce distribution channel; the impact of competitive products and pricing; product demand and market acceptance; new product development; Escalade’s ability to successfully negotiate the shifting retail environment and changes in consumer buying habits; the financial health of our customers; disruptions or delays in our business operations, including without limitation disruptions or delays in our supply chain, arising from political unrest, war, terrorist attacks, labor strikes, natural disasters, public health crises such as the coronavirus pandemic, and other events and circumstances beyond our control; the evaluation and implementation of remediation efforts designed and implemented to enhance the Company’s control environment; the potential identification of one or more additional material weaknesses in the Company’s internal control of which the Company is not currently aware or that have not yet been detected; Escalade’s ability to control costs, including managing inventory levels; general economic conditions, including inflationary pressures; fluctuation in operating results; changes in foreign currency exchange rates; changes in the securities markets; continued listing of the Company’s common stock on the NASDAQ Global Market; the Company’s inclusion or exclusion from certain market indices; Escalade’s ability to obtain financing, to maintain compliance with the terms of such financing and to manage debt levels; the availability, integration and effective operation of information systems and other technology, and the potential interruption of such systems or technology; the potential impact of actual or perceived defects in, or safety of, our products, including any impact of product recalls or legal or regulatory claims, proceedings or investigations involving our products; risks related to data security of privacy breaches; the potential impact of regulatory claims, proceedings or investigations involving our products; Escalade’s use of estimates in its financial reporting as well as in its forward looking statements; 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, billiards, 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.
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.
The United States Government has continued making new announcements concerning tariffs enacted and/or proposed to be enacted on the importation of goods into the United States as well as negotiations of trade agreements to potentially replace such tariffs. Although the United States has begun to negotiate reciprocal trade agreements with several nations, few agreements have been finalized to date and the administration has paused or modified many of its announced tariffs leading to uncertainty with respect to which tariffs may apply and the size and scope of such tariffs. However, recent announcements from China and the US have reignited concerns over a potential trade war. Although the Company has engaged in actions to mitigate the potential impacts from tariffs and other economic pressures such as inflation and supply chain disruptions, it may not be able to effectively protect itself from these risks. Tariffs, a potential trade war with China and other restrictions on trade could result in increased costs and/or the unavailability of goods purchased by the Company, which in turn may result in lower profitability and/or a decline in sales as well as the loss of goodwill among customers. General economic conditions, inflation, recessionary fears, rising interest rates, changes in the housing market and declining consumer confidence also may impact the Company adversely. Management cannot predict the full impact of these factors on the Company. Due to the above circumstances and as described generally in this Form 10-Q, the Company’s results of operations for the period ended September 30, 2025 are not necessarily indicative of the results to be expected for fiscal year 2025.
Results of Operations
The following schedule sets forth certain consolidated statement of operations data as a percentage of net revenue:
|
Three Months Ended |
Nine Months Ended |
|||||||||||||||
|
September 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
|||||||||||||
|
Net revenue |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
|
Cost of products sold |
71.9 | % | 75.2 | % | 73.4 | % | 75.3 | % | ||||||||
|
Gross margin |
28.1 | % | 24.8 | % | 26.6 | % | 24.7 | % | ||||||||
|
Selling, administrative and general expenses |
16.5 | % | 17.2 | % | 18.0 | % | 17.3 | % | ||||||||
|
Amortization |
0.8 | % | 1.6 | % | 1.0 | % | 1.2 | % | ||||||||
|
Gain on sale of assets held for sale |
- | (5.8 | %) | - | (2.1 | %) | ||||||||||
|
Operating income |
10.8 | % | 11.8 | % | 7.6 | % | 8.3 | % | ||||||||
Revenue and Gross Margin
Sales increased 0.1% for the third quarter of 2025, compared with the same period in the prior year, primarily due to increased sales within the archery, table tennis, billiards and safety categories, partially offset by softer market demand in our basketball category as well as the strategic phase out of certain categories.
For the nine months ended September 30, 2025, net sales decreased 5.3% compared with the same period in the prior year, driven by the same factors that impacted the third quarter.
Gross margin increased 334 basis points to 28.1% for the third quarter of 2025 compared to 24.8% for the same period in 2024 primarily driven by lower fixed costs and decreased inventory storage and handling costs, partially offset by tariff-related costs. For the nine months ended September 30, 2025, gross margin increased to 26.6% compared to 24.7% for the same period in 2024 driven by the favorable impact of lower fixed costs, partially offset by tariff-related costs and an unfavorable product mix.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (SG&A) were $11.2 million for the third quarter of 2025 compared to $11.7 million for the same period in the prior year, a decrease of $0.5 million or 4.1%. SG&A as a percent of sales is 16.5% for the third quarter of 2025 compared with 17.2% for the same period in the prior year.
For the nine months ended September 30, 2025, SG&A were $32.0 million compared to $32.4 million for the same period in the prior year. SG&A as a percent of sales is 18.0% for the nine months ended September 30, 2025 compared with 17.3% for the same period in the prior year.
Provision (Benefit) for Income Taxes
The effective tax rate for the three months ending September 30, 2025 was 22.0% compared to 23.9% for the same three month period last year. The effective tax rate for the nine months ended September 30, 2025 was 23.2% compared to 23.9% for the same period last year.
Financial Condition and Liquidity
Total debt as of September 30, 2025 was $20.2 million, a decrease of $5.4 million from December 31, 2024. The following schedule summarizes the Company’s total debt:
|
In thousands |
September 30, 2025 |
December 31, 2024 |
September 30, 2024 |
|||||||||
|
Current portion of long-term debt |
$ | 7,143 | $ | 7,143 | $ | 7,143 | ||||||
|
Long term debt |
13,095 | 18,452 | 22,353 | |||||||||
|
Total Debt |
$ | 20,238 | $ | 25,595 | $ | 29,496 | ||||||
As a percentage of stockholders’ equity, total debt was 11.7%, 15.1% and 17.3% at September 30, 2025, December 31, 2024, and September 30, 2024 respectively.
On October 11, 2024, the Company entered into the Fifth Amendment (the “Fifth Amendment”) to its Amended and Restated Credit Agreement with its issuing bank, JPMorgan Chase Bank, N.A. and the other lenders identified therein (the “Restated Credit Agreement”). The Fifth Amendment eliminated the fixed charge coverage ratio covenant and related provisions. The fixed charge ratio covenant was replaced by a new minimum interest coverage ratio covenant of 3.50 to 1:00 effective September 30, 2024. Under the terms of the Fifth Amendment, the Company and the Lender also agreed to decrease the maximum availability under the senior revolving credit facility from $75.0 million to $60.0 million, but added an accordion feature that could increase the facility in an amount not to exceed $85.0 million. The Fifth Amendment further revised the restricted payments covenant to provide that if at any time the Company’s Funded Debt to EBITDA Ratio would exceed 1.75 to 1.0, then the aggregate combined total of cash dividends and Company share repurchases may not exceed $12.0 million in any trailing twelve month period.
The Company was in compliance with the debt covenants set forth in the Restated Credit Agreement as of September 30, 2025.
As of September 30, 2025, the outstanding principal amount of the term loan was $20.2 million and total amount drawn under the Revolving Facility was zero.
The Company funds working capital requirements and shareholder dividends through operating cash flows and revolving credit agreements with its Lenders. The Company expects that cash generated from its 2025 operations and its access to adequate levels of revolving credit will provide it with sufficient cash flows for its operations and 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.
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 third quarter of 2025.
There have been no changes to the Company’s internal control over financial reporting that occurred since the beginning of the Company’s third quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
Refer to Note L of the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 for information regarding legal proceedings.
Item 1A. RISK FACTORS.
In addition to the other information set forth in this report, you should carefully consider the risks and uncertainties disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These risks and uncertainties could materially and adversely affect our business, consolidated financial condition, results of operations, or cash flows. Our operations could also be affected by additional risks or uncertainties that are not presently known to us or that we currently do not consider material to our business. As of the date of this filing, except as set forth below, there have been no material changes in our risk factors from those disclosed in the above-referenced Form 10-K, which risk factors are incorporated herein by reference.
The Company is currently transitioning to a new Chief Executive Officer which may result in some disruption to the Company.
On October 30, 2025, the Company announced the appointment of an Interim President and Chief Executive Officer and the immediate departure of its prior President and Chief Executive Officer. Both changes were effective as of October 29, 2025. This change in executive management may result in some changes and/or disruptions to the Company’s ordinary course of operations. Additionally, the transition to a new Chief Executive Officer requires substantial effort and time of the Company’s Board of Directors and of other Company executives, which may divert attention from other matters. The change in Chief Executive Officer may also give rise to questions, concerns and/or other risks among investors, customers, suppliers and/or employees.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
c) Issuer Purchases of Equity Securities
|
Period |
(a) Total Number of Shares (or Units) Purchased |
(b) Average Price Paid per Share (or Unit) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
|
Share purchases prior to 6/30/2025 under the current repurchase program. |
2,443,316 | $ | 13.58 | 2,443,316 | $ | 19,133,817 | ||||||||||
|
Third quarter purchases: |
||||||||||||||||
|
7/1/2025-7/31/2025 |
None |
None |
No Change |
No Change |
||||||||||||
|
8/1/2025-8/31/2025 |
None |
None |
No Change |
No Change |
||||||||||||
|
9/1/2025-9/30/2025 |
None |
None |
No Change |
No Change |
||||||||||||
|
Total share purchases under the current program |
2,443,316 | $ | 13.58 | 2,443,316 | $ | 19,133,817 | ||||||||||
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. Since the program’s inception, the Board has replenished and increased the dollar amount of authorized stock repurchases on multiple occasions. Most recently, in February 2025, the Board of Directors increased the stock repurchase program to $20,000,000. From its inception date through September 30, 2025, the Company has repurchased 2,443,316 shares of its common stock under this repurchase program for an aggregate price of $33,178,513. The repurchase program has no termination date and there have been no share repurchases that were not part of a publicly announced program.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
None.
Item 4. MINE SAFETY DISCLOSURES.
Not applicable.
Item 5. OTHER INFORMATION.
Item 6. EXHIBITS
|
Number |
Description |
|
3.1 |
|
|
3.2 |
|
|
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 |
|
|
32.2 |
|
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
101.INS |
Inline XBRL Instance Document |
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
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.
| Date: October 30, 2025 |
ESCALADE, INCORPORATED
By: /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) |