10-Q 1 escalade_q.txt FORM 10-Q 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 July 15, 2006 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 47711 --------------------------------------------- (Address of principal executive office) 812-467-1334 ------------------------------- (Registrant's Telephone Number) 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 [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12 b-2 of the Exchange Act). Yes [ ] No [X] 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 August 10, 2006 -------------------- ------------------------------ Common, no par value 13,024,839 INDEX Page No. Part I. Financial Information: Item 1 - Financial Statements: Consolidated Condensed Balance Sheets as of July 15, 2006 (Unaudited), July 9, 2005 (Unaudited), and December 31, 2005 3 Consolidated Condensed Statements of Income (Unaudited) for the Three Months and Six Months Ended July 15, 2006 and July 9, 2005 4 Consolidated Condensed Statements of Comprehensive Income (Unaudited) for the Three Months and Six Months Ended July 15, 2006 and July 9, 2005 4 Consolidated Condensed Statements of Cash Flows (Unaudited) for the Six Months Ended July 15, 2006 and July 9, 2005 5 Notes to Consolidated Condensed Financial Statements (Unaudited) 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3 - Quantitative and Qualitative Disclosures about Market Risk 13 Item 4 - Controls and Procedures 14 Part II. Other Information Item 2 - Issuer Purchases of Equity Securities 15 Item 4 - Other Matters 15 Item 6 - Exhibits 16 Signatures 16 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ESCALADE, INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (All amounts in thousands except share information)
July 15, July 9, December 31, 2006 2005 2005 (Unaudited) (Unaudited) (Audited) ------------ ------------ ------------ ASSETS Current Assets: Cash and cash equivalents $ 1,000 $ 3,045 $ 3,017 Receivables, less allowance of $2,311; $2,146; and $1,544; respectively 31,897 33,266 31,744 Inventories 44,630 37,075 33,049 Prepaid expenses 1,793 2,617 1,559 Deferred income tax benefit 1,780 2,132 1,818 ------------ ------------ ------------ TOTAL CURRENT ASSETS 81,100 78,135 71,187 Property, plant and equipment, net 20,808 14,660 20,307 Intangible assets 21,758 7,148 6,634 Goodwill 24,628 17,208 17,157 Investments 6,752 5,791 7,786 Interest rate swap 322 (93) 181 Other assets 1,499 2,493 2,044 ------------ ------------ ------------ $ 156,867 $ 125,342 $ 125,296 ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 19,033 $ 1,658 $ -- Current portion of long-term debt -- 946 1,066 Trade accounts payable 7,688 8,322 3,518 Accrued liabilities 21,277 17,815 24,429 Income tax payable (310) 454 1,854 ------------ ------------ ------------ TOTAL CURRENT LIABILITIES 47,688 29,195 30,867 Other Liabilities: Long-term debt 32,530 27,030 18,487 Deferred compensation 1,003 1,294 1,349 ------------ ------------ ------------ 81,221 57,519 50,703 Stockholders' equity: Preferred stock: Authorized 1,000,000 shares; no par value, none issued Common stock: Authorized 30,000,000 shares; no par value, issued and outstanding - 13,024,839; 13,062,973; and 12,946,869; respectively 13,025 13,063 12,947 Retained earnings 60,655 53,529 60,696 Accumulated other comprehensive income 1,966 1,231 950 ------------ ------------ ------------ 75,646 67,823 74,593 ------------ ------------ ------------ $ 156,867 $ 125,342 $ 125,296 ============ ============ ============
See notes to Consolidated Condensed Financial Statements. 3 ESCALADE, INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) (All amounts in thousands, except per share amounts)
------------------------------------------------------------ Three Months Ended Six Months Ended ---------------------------- ---------------------------- July 15, July 9, July 15, July 9, 2006 2005 2006 2005 ------------ ------------ ------------ ------------ Net sales $ 48,949 $ 47,551 $ 81,749 $ 77,333 Costs, expenses and other income: Cost of products sold 33,613 32,348 55,661 53,207 Selling, general and administrative expenses 12,379 11,304 20,784 18,479 ------------ ------------ ------------ ------------ Operating income 2,957 3,899 5,304 5,647 Interest expense, net (810) (494) (1,064) (780) Other income (expense) (190) 162 (255) 407 ------------ ------------ ------------ ------------ Income before income taxes 1,957 3,567 3,985 5,274 Provision for income taxes 925 1,312 1,589 1,865 ------------ ------------ ------------ ------------ Net income $ 1,032 $ 2,255 $ 2,396 $ 3,409 ============ ============ ============ ============ Per Share Data: Basic earnings per share $ 0.08 $ 0.17 $ 0.18 $ 0.26 Diluted earnings per share $ 0.08 $ 0.17 $ 0.18 $ 0.26 Cash dividend paid -- -- $ 0.20 $ 0.15 CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Net income $ 1,032 $ 2,255 $ 2,396 $ 3,409 Unrealized gain (loss) on securities, net of tax of $172, $(17), $75 and $(2), respectively (259) 25 (113) 4 Foreign currency translation adjustment, net of tax of $(653), $1,924, $(689) and $2,335, respectively 984 (2,898) 1,037 (3,516) Unrealized gain on interest rate swap agreement, net of tax of $(33), $(90), $(61) and $(127), respectively 49 136 92 191 ------------ ------------ ------------ ------------ Comprehensive income (loss) $ 1,806 $ (482) $ 3,412 $ 88 ============ ============ ============ ============
See notes to Consolidated Condensed Financial Statements. 4 ESCALADE, INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (All amounts in thousands) Six Months Ended ------------------------------ July 15, 2006 July 9, 2005 ------------- ------------- Operating Activities: Net income $ 2,396 $ 3,409 Depreciation and amortization 2,733 2,654 Adjustments necessary to reconcile net income to net cash provided by operating activities (6,184) (1,139) ------------- ------------- Net cash provided (used) by operating activities (1,055) 4,924 Investing Activities: Purchase of property and equipment (1,416) (901) Proceeds from asset disposition -- 68 Acquisition of assets (28,710) (3,213) ------------- ------------- Net cash used by investing activities (30,126) (4,046) Financing Activities: Net increase in notes payable 31,914 1,541 Proceeds from exercise of stock options 1,244 294 Director fees paid by issuing stock 141 95 Purchase of common stock (1,376) (670) Dividends paid (2,604) (1,961) ------------- ------------- Net cash provided (used) by financing activities 29,319 (701) ------------- ------------- Effect of exchange rate changes on cash (155) (182) ------------- ------------- Net decrease in cash and cash equivalents (2,017) (5) Cash and cash equivalents, beginning of period 3,017 3,050 ------------- ------------- Cash and cash equivalents, end of period $ 1,000 $ 3,045 ============= ============= See notes to Consolidated Condensed Financial Statements. 5 ESCALADE, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note A - Basis of Presentation -------------------------------------------------------------------------------- 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 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 condensed consolidated balance sheet of the Company as of December 31, 2005 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 have been condensed or omitted. These condensed consolidated 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 2005 filed with the Securities and Exchange Commission. Note B - Seasonal Aspects -------------------------------------------------------------------------------- The results of operations for the six-month periods ended July 15, 2006 and July 9, 2005 are not necessarily indicative of the results to be expected for the full year. Note C - Inventories -------------------------------------------------------------------------------- July 15, July 9, December 31, (All amounts in thousands) 2006 2005 2005 ------------ ------------ ------------ Raw materials $ 10,642 $ 8,550 $ 7,128 Work in progress 8,456 7,019 5,358 Finished goods 25,532 21,506 20,563 ------------ ------------ ------------ $ 44,630 $ 37,075 $ 33,049 ============ ============ ============ Note D - Notes Payable -------------------------------------------------------------------------------- On June 30, 2006, the Company executed a seventh amendment to the revolving term agreement that effectively increased the current available borrowing limit under the Euro Revolving Loan from Euro 2.5 million ($3.2 million) to Euro 3.0 million ($3.8 million) and extended the due date to May 19, 2008. All other terms of the agreement were unchanged. As of July 15, 2006 the outstanding balance on this line was Euro 1.6 million ($2.0 million). On June 30, 2006, the Company's wholly owned subsidiary, Indian-Martin, Inc., executed a second amendment to its revolving term agreement that extended the maturity due date to June 30, 2008. All other terms of the agreement were unchanged. As of July 15, 2006 the outstanding balance on this line was $19.0 million. On June 1, 2006, the Company executed a sixth amendment to the revolving term agreement that effectively maintained the current available borrowing limit at $31 million and delayed the annual reduction of $7 million until May 19, 2007. All other terms of the agreement were unchanged. As of July 15, 2006 the outstanding balance on this line was $27.8 million. Note E - Income Taxes -------------------------------------------------------------------------------- The provision for income taxes was computed based on financial statement income. 6 Note F - Employee Stock Option Plan -------------------------------------------------------------------------------- The Company has two stock-based compensation plans. Prior to the start of the current fiscal year, the Company accounted for these plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock issued to Employees, and related interpretations. Beginning with the current fiscal year, the Company expenses the fair value of options to employee compensation expense in accordance with SFAS 123R Share-Based Payment (SFAS 123R). During the three months and six months ended July 15, 2006, the Company recorded compensation expense of $297 thousand and $428 thousand, respectively. The following table illustrates the effect on net income and earnings per share had the Company applied the fair value provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation for the three months and six months ended July 9, 2005.
(In Thousands Except Per Share Three months ended Six months ended Amounts) July 9, 2005 July 9, 2005 ------------------------------------------------------------------------------- Net income, as reported $ 2,255 $ 3,409 Less: Total stock-based employee compensation cost determined under the fair value based method, net of income taxes (279) (558) ------------- ------------- Pro forma net income $ 1,976 $ 2,851 ============= ============= Earnings per share Basic--as reported $ 0.17 $ 0.26 ============= ============= Basic--pro forma $ 0.15 $ 0.22 ============= ============= Diluted--as reported $ 0.17 $ 0.26 ============= ============= Diluted--pro forma $ 0.15 $ 0.22 ============= ============= Note G - Segment Information -------------------------------------------------------------------------------- As of and for the Three Months Ended July 15, 2006 ---------------------------------------------------------- Sporting Office In thousands Goods Products Corp. Total ---------------------------------------------------------------------------------------- Revenues from external customers $ 33,176 $ 15,773 $ -- $ 48,949 Operating income (loss) 2,397 2,120 (1,560) 2,957 Net income (loss) 731 987 (686) 1,032 Total assets $ 101,517 $ 47,589 $ 7,761 $ 156,867 As of and for the Six Months Ended July 15, 2006 ---------------------------------------------------------- Sporting Office In thousands Goods Products Corp. Total ---------------------------------------------------------------------------------------- Revenues from external customers $ 53,060 $ 28,689 $ -- $ 81,749 Operating income (loss) 2,922 4,534 (2,152) 5,304 Net income (loss) 781 2,571 (956) 2,396 Total assets $ 101,517 $ 47,589 $ 7,761 $ 156,867
7
As of and for the Three Months Ended July 9, 2005 ---------------------------------------------------------- Sporting Office In thousands Goods Products Corp. Total ---------------------------------------------------------------------------------------- Revenues from external customers $ 28,569 $ 18,982 $ -- $ 47,551 Operating income (loss) 2,960 1,960 (1,021) 3,899 Net income (loss) 1,608 1,198 (551) 2,255 Total assets $ 64,992 $ 48,716 $ 11,634 $ 125,342 As of and for the Six Months Ended July 9, 2005 ---------------------------------------------------------- Sporting Office In thousands Goods Products Corp. Total ---------------------------------------------------------------------------------------- Revenues from external customers $ 42,590 $ 34,743 $ -- $ 77,333 Operating income (loss) 3,003 4,089 (1,445) 5,647 Net income (loss) 1,497 2,539 (627) 3,409 Total assets $ 64,992 $ 48,716 $ 11,634 $ 125,342
Note H - Dividend Payment -------------------------------------------------------------------------------- On March 24, 2006, the Company paid a dividend of $0.20 per common share to all shareholders of record on March 17, 2006. The total amount of the dividend was $2.6 million and was charged against retained earnings. Note I - 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 ----------------------------- All amounts in thousands July 15, 2006 July 9, 2005 ----------------------------------------------------------------------------- Weighted average common shares outstanding 13,039 13,069 Dilutive effect of stock options 43 176 ------------- ------------- Weighted average common shares outstanding, assuming dilution 13,082 13,245 ============= ============= Six Months Ended ----------------------------- All amounts in thousands July 15, 2006 July 9, 2005 ----------------------------------------------------------------------------- Weighted average common shares outstanding 13,013 13,064 Dilutive effect of stock options 41 168 ------------- ------------- Weighted average common shares outstanding, assuming dilution 13,053 13,232 ============= =============
Stock options that are anti-dilutive as to earnings per share are ignored in the computation of dilutive earnings per share. The number of employee stock options that were anti-dilutive in 2006 and 2005 was 416,800 and 167,800, respectively. Note J - Acquisitions -------------------------------------------------------------------------------- In February 2006, the Company purchased substantially all of the assets of Family Industries, Inc., which manufactures and sells premium quality residential playground systems from stained redwood. Combined with the acquisition of the ChildLife product line in the first quarter of fiscal 2005, this acquisition greatly enhances the breadth of the product offering and expands the Company's potential customer base. Playground systems will continue to be sold under both the Woodplay and ChildLife brand names, primarily through specialty dealers. The operating results from this acquisition have been included in the Sporting Goods business segment results since the date of 8 acquisition. The total price paid, which was paid in cash using the Company's revolving credit lines, exceeded the estimated fair market value of the net assets acquired resulting in $4.4 million in Goodwill. The Goodwill recorded will be deductible for income tax purposes. The estimated fair market value of the assets acquired and liabilities assumed as the date of acquisition are as follows: (All amounts in thousands) Amount Current assets $ 2,891 Property, plant & equipment 50 Other assets 112 Goodwill 4,726 ------------ Total assets acquired 7,779 Current liabilities (524) ------------ Net assets acquired $ 7,255 ============ In April 2006, the Company acquired all of the outstanding stock of Desmar Seguridad Y Archivo, S.L. ("Desmar"), a distributor of office products located in Barcelona, Spain. The Company acquired Desmar to solidify its presence in Spain. The operating results from this acquisition have been included in the Office Products business segment results since the acquisition date. The Company intends to operate this acquisition as a wholly owned distributor from its current location. The total purchase price of EUR 1.9 million ($2.4 million) was paid in cash and financed through the Company's current Euro debt facilities. The purchase price exceeded the estimated fair market value of the assets acquired resulting in Goodwill of $2.2 million. The Goodwill recorded will not be deductible for income tax purposes. The estimated fair market value of the assets acquired and liabilities assumed as the date of acquisition are as follows: (All amounts in thousands) Amount Current assets $ 1,412 Property, plant & equipment 177 Other assets 493 Goodwill 2,209 ------------ Total assets acquired 4,291 Current liabilities (1,913) ------------ Net assets acquired $ 2,378 ============ In May 2006, the Company acquired substantially all of the assets of Carolina Archery Products which manufactures and distributes archery accessories. This acquisition expands the Company's product offerings in archery accessories and provides the Company with valuable technology rights that will be used to enhance its competitive position in the market place. The operating results from this acquisition have been included in the Sporting Goods business segment results since the date of acquisition. The total purchase price of $18.9 million was paid in cash and financed through the Company's current debt facilities. The estimated fair market value of the assets acquired and liabilities assumed as the date of acquisition are as follows: (All amounts in thousands) Amount Current assets $ 3,358 Property, plant & equipment 67 Patent & other intangibles 15,447 ------------ Net assets acquired $ 18,872 ============ 9 The following table presents unaudited pro forma financial information as if the Carolina Archery acquisition described above had occurred at the beginning of the respective periods:
Three months ended ------------------------------ (In Thousands Except Per Share Amounts) July 15, 2006 July 9, 2005 ------------------------------------------------------------------------------ Net revenue: Net revenue excluding Carolina Archery Products acquisition $ 46,449 $ 47,551 Net revenue of Carolina Archery Products 3,113 2,700 Consolidation adjustment -- -- ------------- ------------- Pro forma net revenues $ 49,562 $ 50,251 ============= ============= Net income: Net income excluding Carolina Archery Products acquisition $ 1,032 $ 2,255 Net income of Carolina Archery Products 1,280 600 Consolidation adjustment (436) (378) ------------- ------------- Pro forma net income $ 1,876 $ 2,477 ============= ============= Basic earning per share: Excluding Carolina Archery Products acquisition $ 0.08 $ 0.17 Carolina Archery Products 0.10 0.05 Consolidation adjustment (0.03) (0.03) ------------- ------------- Pro forma basic earnings per share $ 0.14 $ 0.19 ============= ============= Six months ended ------------------------------ (In Thousands Except Per Share Amounts) July 15, 2006 July 9, 2005 ------------------------------------------------------------------------------ Net revenue: Net revenue excluding Carolina Archery Products acquisition $ 79,249 $ 77,333 Net revenue of Carolina Archery Products 4,952 4,200 Consolidation adjustment -- -- ------------- ------------- Pro forma net revenues $ 84,201 $ 81,533 ============= ============= Net income: Net income excluding Carolina Archery Products acquisition $ 2,009 $ 3,409 Net income of Carolina Archery Products 1,758 840 Consolidation adjustment (694) (588) ------------- ------------- Pro forma net income $ 3,073 $ 3,661 ============= ============= Basic earning per share: Excluding Carolina Archery Products acquisition $ 0.15 $ 0.26 Carolina Archery Products 0.14 0.06 Consolidation adjustment (0.05) (0.05) ------------- ------------- Pro forma basic earnings per share $ 0.24 $ 0.28 ============= =============
The consolidation adjustment in the above tables reflects the amortization of patents and other intangible assets over the expected economic lives. Note K - Restructuring Costs -------------------------------------------------------------------------------- In 2004 the Company initiated a facility consolidation plan and involuntary employee terminations in the Office Products segment in order to reduce costs and increase the competitiveness of the Company. Under these plans no additional costs were incurred during the quarter ended July 15, 2006. Liabilities under these plans are as follows: 10
Balance at Balance at (All amounts in March 25, Non-Cash Cash July 15, thousands) 2006 Charges Payments 2006 ------------ ------------ ------------ ------------ Severance and benefit costs $ 148 $ -- $ -- $ 148 Facility closure costs -- -- -- -- ------------ ------------ ------------ ------------ $ 148 $ -- $ -- $ 148 ============ ============ ============ ============
Note L - Reclassifications -------------------------------------------------------------------------------- Certain reclassifications have been made to the 2005 financial statements to conform to the 2006 financial statement presentation. 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, the impact of competitive products and pricing, product demand and market acceptance, new product development, the continuation and development of key customer and supplier relationships, Escalade's ability to control costs, general economic conditions, fluctuation in operating results, changes in the securities market and other risks detailed from time to time in Escalade's filings with the Securities and Exchange Commission. Escalade's future financial performance could differ materially from the expectations of management contained herein. Escalade undertakes no obligation to release revisions to these forward-looking statements after the date of this report. Overview Escalade, Incorporated ("Escalade" or "Company") manufactures and distributes products for two industries: Sporting Goods and Office Products. Within these industries the Company has successfully built a commanding market presence in niche markets. This strategy is heavily dependent on brand recognition and excellent customer service. Management believes the key indicators in measuring the success of this strategy are revenue and earnings growth. A key strategic advantage is the Company's established relationships with major customers that allow the Company to bring new products to the market in a very cost effective manner while maintaining a diversified product line and wide customer base. In addition to strategic customer relations, the Company has over 75 years of manufacturing experience that enable it to be a low cost supplier. Results of Operations Net revenues for the second quarter and first half of fiscal 2006 increased 2.9% and 5.7%, respectively, over the same periods last year. Revenue growth in the Sporting Goods business was partially offset by declining sales in the Office Products business. Operating profits in the second quarter and the first half of 2006 were lower than the same periods last year as a result of higher selling, administrative and general expenses. 11 The following schedule sets forth certain consolidated statement of income data as a percentage of net revenue for the periods indicated:
Three Months ended Six Months ended ---------------------------------------------------- July 15, July 9, July 15, July 9, 2006 2005 2006 2005 --------------------------------------------------------------------------------------------- Net revenue 100.0% 100.0% 100.0% 100.0% Cost of products sold 68.7% 68.0% 68.1% 68.8% ---------- ---------- ---------- ---------- Gross margin 31.3% 32.0% 31.9% 31.2% Selling, administrative and general expenses 25.3% 23.8% 25.4% 23.9% ---------- ---------- ---------- ---------- Operating income 6.0% 8.2% 6.5% 7.3%
Consolidated Revenue and Gross Margin Sales in the Sporting Goods business increased in fiscal 2006 over the same periods last year; up 16.1% in the second quarter and 24.6% for the first half. Acquisitions completed during the first half of fiscal 2006 accounted for a significant portion of the revenue increase while existing products experienced an overall growth rate of 7.2%. These acquisitions, one in the residential wooden playground market and the other in the archery accessories market, are part of the overall strategy to increase the Company's presence in the specialty market, which includes dealers and specialty sports retailers. This strategy is designed to broaden the customer base and lessen the impact of large mass market retailers. Increased product placement for the 2006 holiday season indicates the Company continues to enjoy strong relationships with mass market retailers and sporting goods chain stores. However, Management believes that sales to SEARS/K-Mart, the Company's largest single customer, will be down roughly $5.0 million in 2006 compared to 2005. Despite this, Management is cautiously optimistic that sales to the mass market channel will be roughly equal with that achieved in 2005. Office Products sales, compared to the prior year, were down 16.9% in the second quarter and 17.4% in the first half of fiscal 2006. Slightly more than half of the sales shortfall is attributed to the planned elimination of non-core, low margin products and the elimination of unprofitable customers. The balance of the sales decline is related to lower shredder sales due to lower overall demand for high security shredders and stiff price competition. Management believes that a new line of security shredders introduced in the first quarter of 2006 will eventually stem the sales decline resulting from price competition. However, Management does not expect to reverse the decline in sales until fiscal 2007. The sales decline experienced in the first half of fiscal 2006 is expected to be indicative of the sales results for all of fiscal 2006. The overall gross margin for the first six months of fiscal 2006 was relatively unchanged from the same period last year. However, the Company anticipates the overall gross margin to decline as the Office Products business, which has a higher gross margin than the Sporting Goods business, becomes a smaller part of total company sales. The slight decline in the overall gross margin for the second quarter compared to the same period last year is the result of this shift in the relative sizes of the two business segments. In addition, rising oil prices will have a direct impact on raw material prices for steel and resin which constitute a significant portion of product costs in both business segments. To the extent that these cost increases cannot be passed on to customers, the gross margins in both business segments will be negatively impacted. At present it is not possible to quantify the extent or impact on future gross margins. Consolidated Selling, General and Administrative Expenses Consolidated selling, general and administrative expenses increased 9.5% in the second quarter and 12.5% in the first half of fiscal 2006, compared to the same periods last year. The bulk of the increase, approximately $2.1 million for the first half of 2006, relates to the Sporting Goods business where additional selling and marketing expenses have been incurred to expand distribution into the specialty market. Cost reductions in the Office Products business, approximately $0.5 million for the first six months of fiscal 2006, were 12 substantially offset by employee stock option expense of $0.4 million and roughly $0.3 million in non-recurring expenses associated with the retirement of Mr. Reed, former President and CEO of the Company. Provision for Income Taxes The effective tax rate for the second quarter (47.3%) is significantly higher than the rate achieved in the same quarter last year (36.8%) due to lower foreign earnings and a one time adjustment to foreign taxes. Management believes that the tax rate achieved for the first six months of 2006 is indicative of the overall rate that will be achieved in fiscal 2006. Financial Condition and Liquidity The following schedule summarizes the Company's total debt:
July 15, July 9, December 31, In thousands 2006 2005 2005 --------------------------------------------------------------------------------------- Notes payable short-term $ 19,033 $ 1,658 $ -- Current portion long-term debt -- 946 1,066 Long term debt 32,530 27,030 18,487 ------------ ------------ ------------ Total debt $ 51,563 $ 29,634 $ 19,553 ============ ============ ============ Total debt as a percentage of stockholder's equity 68.0% 43.7% 26.2%
Total debt at July 15, 2006 increased $32.0 million from the balance at December 31, 2005 primarily the result of the three acquisitions completed during the first six months of fiscal 2006; the total cost of which was $28.7 million. In addition the Company paid an annual dividend in March 2006 that totaled $2.6 million. During the first half of 2006, operations consumed $1.1 million in cash compared to generating $4.9 million for the same time period in 2005. The primary reason for the decline is increased inventories in the Sporting Goods business. Management believes the abnormally high inventory levels will be resolved by the end of fiscal 2006 and that no additional excess or obsolete reserves are necessary. The acquisitions completed during the first half of 2006, were the primary reason why net cash used by investing activities increased substantially compared to the prior year. Spending for property plant and equipment for the first half of 2006 was higher than the same period in 2005 due to costs associated with completing the Reynosa, Mexico manufacturing plant. The Company's working capital requirements are primarily funded from operating cash flows and revolving credit agreements with its banks. The Company's relationship with its primary lending bank remains strong and the Company expects to have access to the same level of revolving credit that was available in 2005. In addition, the Company believes it can quickly reach agreement to increase available credit should the need arise. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to financial market risks, including changes in currency exchange rates, interest rates and marketable equity security prices. To mitigate these risks, the Company utilizes derivative financial instruments, among other strategies. At the present time, the only derivative financial instrument used by the company is an interest rate swap. The Company does not use derivative financial instruments for speculative purposes. 13 A substantial majority of revenue, expense and capital purchasing activities are transacted in U.S. dollars. However, the Company's foreign subsidiaries enter into transactions in other currencies, primarily the Euro. To protect against reductions in value and the volatility of future cash flows caused by changes in currency exchange rates, the Company carefully considers the use of transaction and balance sheet hedging programs. Such programs reduce, but do not entirely eliminate, the impact of currency exchange rate changes. Presently the Company does not employ currency exchange hedging financial instruments, but has adjusted transaction and cash flows to mitigate adverse currency fluctuations. Historical trends in currency exchanges indicate that it is reasonably possible that adverse changes in exchange rates of 20% for the Euro could be experienced in the near term. Such adverse changes would have resulted in a material impact on income before taxes for the six months ended July 15, 2006. A substantial portion of the Company's debt is based on U.S. prime and LIBOR interest rates. In an effort to lock-in current low rates and mitigate the risk of unfavorable interest rate fluctuations the Company has entered an interest rate swap agreement. This agreement effectively converted a portion of its variable rate debt into fixed rate debt. An adverse movement of equity market prices would have an impact on the Company's long-term marketable equity securities that are included in other assets on the consolidated balance sheet. At July 15, 2006 the aggregate fair value of long-term marketable equity securities was $2.4 million. Due to the unpredictable nature of the equity market the Company has not employed any hedge programs relative to these investments. 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 Rule 13a-14(c). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, the Company has investments in certain unconsolidated entities. As the Company does not control or manage these entities, its disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those it maintains with respect to its consolidated subsidiaries. The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. 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 second quarter of 2006. There have been no changes to the Company's internal control over financial reporting that occurred since the beginning of the Company's second quarter of 2006 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 14 PART II. OTHER INFORMATION Item 1. Not Required. Item 2. (c) ISSUER PURCHASES OF EQUITY SECURITIES
----------------------------------------------------------------------------------------------------------------------- (d) Maximum Number (or Approximate (c) Total Number Dollar Value) of (a) Total of Shares (or Shares (or Units) Number of Units) Purchased as that May Yet Be Shares (b) Average Part of Publicly Purchased Under (or Units) Price Paid per Announced Plans the Plans Period Purchased Share (or Unit) or Programs or Programs ----------------------------------------------------------------------------------------------------------------------- Shares purchases prior to 03/25/2006 under the current repurchase program. 449,964 $ 9.38 449,964 $ 3,000,000 ----------------------------------------------------------------------------------------------------------------------- Second quarter purchases: ----------------------------------------------------------------------------------------------------------------------- 03/26/2006 - 04/22/2006 None None None None ----------------------------------------------------------------------------------------------------------------------- 04/23/2006 - 05/20/2006 26,688 $10.59 26,688 2,717,368 ----------------------------------------------------------------------------------------------------------------------- 05/21/2006 - 06/17/2006 5,786 $10.81 5,786 2,654,811 ----------------------------------------------------------------------------------------------------------------------- 06/18/2006 - 07/15/2006 None None None None ----------------------------------------------------------------------------------------------------------------------- Total share purchases under the current program 482,418 $ 9.46 482,438 $ 2,654,811 -----------------------------------------------------------------------------------------------------------------------
The Company has one stock repurchase program which was established in February 2003 by the Board of Directors and which authorized management to expend up to $3,000,000 to repurchase shares on the open market as well as in private negotiated transactions. The repurchase plan has no termination date. There have been no share repurchases that were not part of a publicly announced program. In February 2006, the Board of Directors increased the remaining amount on this plan to its original level of $3,000,000. Item 3. Not Required. Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of the registrant was held on April 22, 2006 at the Sheraton Indianapolis Hotel & Suites in Indianapolis, Indiana. Proxy materials were circulated on March 18, 2006 and then amended on April 20, 2006 proposing the election of six members to the Board of Directors for a one year term and approve the adoption of a special stock option grant to non-employee directors. Shareholders elected the proposed directors by the following vote totals: For Withheld ----------------------------------- Robert E. Griffin 11,480,153 401,643 Blaine E. Matthews, Jr. 11,764,011 105,785 Edward E. (Ned) Williams 11,789,986 79,810 Richard D. White 11,856,092 13,704 George Savitsky 11,804,586 65,210 Richard F. Baalmann, Jr. 11,856,092 13,704 The shareholders approved the proposal to make a special grant of 2,000 stock options to each of the five independent directors. There were 8,737,646 shares voted in favor of the proposal and 146,471 shares voted against the proposal. There were 2,995,211 Broker Non-votes. 15 Item 5. Not Required. Item 6. Exhibits (a) Exhibits Number Description 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. 10.1 Agreement dated April 19, 2006 by and between Charles William Reed and Escalade, Incorporated (Management Contract) (a) 10.2 Sixth Amendment to Amended and Restated Credit Agreement effective October 24, 2001 by and between Escalade, Incorporated and JPMorgan Chase Bank, NA. The effective date of the Amendment was May 19, 2006. (b) 10.3 Seventh Amendment to Amended and Restated Credit Agreement effective October 24, 2001 by and between Escalade, Incorporated and JPMorgan Chase Bank, NA. The effective date of the Amendment was July 1, 2006. (c) 10.4 Promissory Note between Escalade, Incorporated and JPMorgan Chase Bank, NA. Dated July 1, 2006. (c) 10.5 Second Amendment to Credit Agreement dated September 5, 2003 by and between Indian-Martin, Inc. and JPMorgan Chase Bank, NA. The effective date of the Amendment was July 1, 2006.(c) 10.6 Promissory Note between Indian-Martin, Inc. and JPMorgan Chase Bank, NA. Dated July 1, 2006. (c) (a) Incorporated by reference from the Company's Form 8-K filed with the Securities and Exchange Commission on April 19, 2006. (b) Incorporated by reference from the Company's Form 8-K filed with the Securities and Exchange Commission on June 2, 2006. (c) Incorporated by reference from the Company's Form 8-K filed with the Securities and Exchange Commission on July 5, 2006. 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 10, 2006 /s/ ROBERT E. GRIFFIN --------------- ------------------------------------ Robert E. Griffin Chairman and Chief Executive Officer Date: August 10, 2006 /s/ TERRY D. FRANDSEN --------------- ------------------------------------ Terry D. Frandsen Vice President and Chief Financial Officer 16