-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cvjr83+Klo2O4eDZrvXF9j1Ur9TWBP4m7L4xfuDkhc+QZgJKuc/dGR90i2aM2HNE cmACFDgt2rab+p9s3LD41A== 0001019056-04-001007.txt : 20040730 0001019056-04-001007.hdr.sgml : 20040730 20040730083123 ACCESSION NUMBER: 0001019056-04-001007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040730 ITEM INFORMATION: FILED AS OF DATE: 20040730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCALADE INC CENTRAL INDEX KEY: 0000033488 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 132739290 STATE OF INCORPORATION: IN FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06966 FILM NUMBER: 04940600 BUSINESS ADDRESS: STREET 1: 817 MAXWELL AVE STREET 2: P O BOX 899 CITY: EVANSVILLE STATE: IN ZIP: 47717 BUSINESS PHONE: 8124671200 MAIL ADDRESS: STREET 1: PO BOX 889 CITY: EVANSVILLE STATE: IN ZIP: 47706 FORMER COMPANY: FORMER CONFORMED NAME: MARTIN YALE BUSINESS MACHINES CORP DATE OF NAME CHANGE: 19820310 FORMER COMPANY: FORMER CONFORMED NAME: MARTIN YALE INDUSTRIES INC DATE OF NAME CHANGE: 19720306 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS MANUFACTURING CO DATE OF NAME CHANGE: 19710504 8-K 1 escalade8_k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (D) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest event reported): July 30, 2004 ------------- ESCALADE, INCORPORATED ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Indiana 0-6966 13-2739290 - ---------------------------- ------------------------ ----------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer I.D. No.) of Incorporation) 251 Wedcor Avenue, Wabash, Indiana 46992 ---------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code: (260) 569-7208 -------------- ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On July 30, 2004, Escalade, Incorporated ("Escalade") issued the press release and quarterly message to shareholders attached hereto as Exhibits 99.1 and 99.2, respectively, which documents contain financial information about Escalade's second completed fiscal quarter of 2004. The information hereunder shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, Escalade, Incorporated has duly caused this report to be signed on its behalf in Evansville, Indiana by the undersigned hereunto duly authorized. Date: July 30, 2004 ESCALADE, INCORPORATED By: /s/ TERRY D. FRANDSEN ------------------------------------------ Vice President and Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION 99.1 Press release dated July 30, 2004 99.2 Message to Shareholders dated July 30, 2004 for the quarter ended July 10, 2004 EX-99.1 2 ex99_1.txt EXHIBIT 99.1 - -------------------------------------------------------------------------------- EXHIBIT 99.1 PRESS RELEASE ESCALADE ANNOUNCES SECOND QUARTER RESULTS Wabash, IN (July 30, 2004) Escalade, Incorporated (NASDAQ: ESCA) announced today that net sales rose 10% to $54,655,000 in the second quarter, bringing year to date sales to $89,905,000, a 14% gain, as compared to year ago comparable periods. Net income declined 13% for the quarter to $1,953,000, however, year to date net income is up 13% to $2,551,000 or twenty cents per share as compared to seventeen cents for last year's first half. Escalade Sports' net sales of sporting good products rose 16% to $30,619,000 for the quarter reflecting the inclusion of the Bear Archery acquisition for the full quarter and the return to more normal shipping patterns due to improved inventory management by our customers. The increased sales and continued improvement in factory operating expenses drove a 7.5% increase in net income for the quarter. For the first half, net sales are up 23% to $46,309,000 and net income is up 82% compared to the same period last year. The first half has been the beneficiary of one time sales gains that will not occur in the second half; however, we still expect to show an increase for the full year. Subsequent to the quarter, we signed a definitive agreement to acquire a non sporting goods product line that meets our strategic objective of fully utilizing the capacity of our blow molding and weight filling facility in Olney, IL. This should add between one and two million dollars to net sales on an annual basis and will be accretive to earnings beginning in 2005. Net sales of office products at Martin Yale increased 3% to $24,035,000 while net income declined 5% for the quarter. For the first half net sales are 5% ahead at $43,596,000 and net income is 16% behind the first half of last year. Net income in North America continues to climb (up 14% year to date) due to the synergies achieved from the Schleicher acquisition and in spite of substantial delays in shipments of paper shredders to certain customers due to the finalization of new prices to offset the impact of the strong euro. Gains in both sales and net income in the UK and France have been more than offset by the continued operating inefficiencies in Germany. We have now fully reorganized the management team in Germany, eliminated most of the inefficiencies, and absorbed a significant amount of the costs of the personnel reductions in the first half, laying the groundwork for a profitable second half. We expect that all office product locations around the world will be profitable in the last half of this year. We are continuing to evaluate acquisitions in the sporting goods industry now. We should be in a position to begin looking for opportunities in the office products industry in the last half of 2005. Escalade is a quality manufacturer and marketer of sporting goods and office/graphic arts products sold worldwide. To obtain more information on the Company and its products, visit our website at: www.EscaladeInc.com or contact Terry Frandsen Vice President and CFO at 260/569-7208 or C.W. (Bill) Reed, President and CEO at 260/569-7233. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited, In Thousands Except Per Share Amounts)
Three Months Ended Six Months Ended Twelve Months Ended ---------------------- ---------------------- ---------------------- 10 July 12 July 10 July 12 July 10 July 12 July 2004 2003 2004 2003 2004 2003 --------- --------- --------- --------- --------- --------- NET SALES .............................. $ 54,655 $ 49,837 $ 89,905 $ 78,940 $ 232,693 $ 184,688 OPERATING EXPENSES Cost of goods sold ............... 37,125 31,160 61,643 49,819 163,827 127,070 Selling and administrative ....... 14,227 14,389 23,467 24,321 47,875 39,033 --------- --------- --------- --------- --------- --------- OPERATING INCOME ....................... 3,303 4,288 4,795 4,800 20,991 18,585 OTHER INCOME (EXPENSE) Interest expense ................. (573) (652) (938) (1,100) (2,121) (1,683) Other income (expense) ........... 319 17 301 (36) 2,847 (256) --------- --------- --------- --------- --------- --------- INCOME BEFORE INCOME TAXES ............. 3,049 3,653 4,158 3,664 21,717 16,646 PROVISION FOR INCOME TAXES ............. (1,096) (1,399) (1,607) (1,403) (6,577) (5,782) --------- --------- --------- --------- --------- --------- NET INCOME ............................. $ 1,953 $ 2,254 $ 2,551 $ 2,261 $ 15,140 $ 10,864 ========= ========= ========= ========= ========= ========= PER SHARE DATA Basic earnings per share ......... $ 0.15 $ 0.17 $ 0.20 $ 0.17 $ 1.18 $ 0.83 ========= ========= ========= ========= ========= ========= Diluted earnings per share ....... $ 0.15 $ 0.17 $ 0.19 $ 0.17 $ 1.15 $ 0.82 ========= ========= ========= ========= ========= ========= Average shares outstanding ....... 13,018 13,000 12,949 13,010 12,884 13,013 CONSOLIDATED CONDENSED BALANCE SHEET (Unaudited, In Thousands) 10 July 2004 12 July 2003 27 December 2003 ---------------- ---------------- ---------------- ASSETS Current assets ...................... $ 81,674 $ 81,140 $ 79,619 Property, Plant & Equipment - net ... 16,370 18,558 17,537 Other assets ........................ 16,661 15,700 18,504 Goodwill ............................ 18,715 17,791 18,777 ---------------- ---------------- ---------------- Total ............................ $ 133,420 $ 133,189 $ 134,437 ================ ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities ................. $ 42,851 $ 52,049 $ 54,962 Other liabilities ................... 28,520 34,310 18,192 Stockholders' equity ................ 62,049 46,830 61,283 ---------------- ---------------- ---------------- Total ............................ $ 133,420 $ 133,189 $ 134,437 ================ ================ ================
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, Escalade's ability to successfully integrate the operations of acquired assets and businesses, new product development, the continuation and development of key customer and supplier relationships, Escalade's ability to control costs, general economic conditions, fluctuations in operating results, changes in the securities markets 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 update these forward-looking statements after the date of this report. EX-99.2 3 ex99_2.txt EXHIBIT 99.2 - -------------------------------------------------------------------------------- EXHIBIT 99.2 Message to the Shareholders Net sales rose 10% to $54,655,000 in the second quarter, bringing year to date sales to $89,905,000, a 14% gain, as compared to year ago comparable periods. Net income declined 13% for the quarter to $1,953,000, however, year to date net income is up 13% to $2,551,000 or twenty cents per share as compared to seventeen cents for last year's first half. Escalade Sports' net sales of sporting good products rose 16% to $30,619,000 for the quarter reflecting the inclusion of the Bear Archery acquisition for the full quarter and the return to more normal shipping patterns due to improved inventory management by our customers. The increased sales and continued improvement in factory operating expenses drove a 7.5% increase in net income for the quarter. For the first half, net sales are up 23% to $46,309,000 and net income is up 82% compared to the same period last year. The first half has been the beneficiary of one time sales gains that will not occur in the second half; however, we still expect to show an increase for the full year. Subsequent to the quarter, we signed a definitive agreement to acquire a non sporting goods product line that meets our strategic objective of fully utilizing the capacity of our blow molding and weight filling facility in Olney, IL. This should add between one and two million dollars to net sales on an annual basis and will be accretive to earnings beginning in 2005. Net sales of office products at Martin Yale increased 3% to $24,035,000 while net income declined 5% for the quarter. For the first half net sales are 5% ahead at $43,596,000 and net income is 16% behind the first half of last year. Net income in North America continues to climb (up 14% year to date) due to the synergies achieved from the Schleicher acquisition and in spite of substantial delays in shipments of paper shredders to certain customers due to the finalization of new prices to offset the impact of the strong euro. Gains in both sales and net income in the UK and France have been more than offset by the continued operating inefficiencies in Germany. We have now fully reorganized the management team in Germany, eliminated most of the inefficiencies, and absorbed a significant amount of the costs of the personnel reductions in the first half, laying the groundwork for a profitable second half. We expect that all office product locations around the world will be profitable in the last half of this year. We are continuing to evaluate acquisitions in the sporting goods industry now. We should be in a position to begin looking for opportunities in the office products industry in the last half of 2005. Thank you for your continued support, C.W. Reed President & CEO ESCALADE, INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited, In Thousands Except Per Share Amounts)
Three Months Ended Six Months Ended Twelve Months Ended ---------------------- ---------------------- ---------------------- 10 July 12 July 10 July 12 July 10 July 12 July 2004 2003 2004 2003 2004 2003 --------- --------- --------- --------- --------- --------- NET SALES .............................. $ 54,655 $ 49,837 $ 89,905 $ 78,940 $ 232,693 $ 184,688 OPERATING EXPENSES Cost of goods sold ............... 37,125 31,160 61,643 49,819 163,827 127,070 Selling and administrative ....... 14,227 14,389 23,467 24,321 47,875 39,033 --------- --------- --------- --------- --------- --------- OPERATING INCOME ....................... 3,303 4,288 4,795 4,800 20,991 18,585 OTHER INCOME (EXPENSE) Interest expense ................. (573) (652) (938) (1,100) (2,121) (1,683) Other income (expense) ........... 319 17 301 (36) 2,847 (256) --------- --------- --------- --------- --------- --------- INCOME BEFORE INCOME TAXES ............. 3,049 3,653 4,158 3,664 21,717 16,646 PROVISION FOR INCOME TAXES ............. (1,096) (1,399) (1,607) (1,403) (6,577) (5,782) --------- --------- --------- --------- --------- --------- NET INCOME ............................. $ 1,953 $ 2,254 $ 2,551 $ 2,261 $ 15,140 $ 10,864 ========= ========= ========= ========= ========= ========= PER SHARE DATA Basic earnings per share ......... $ 0.15 $ 0.17 $ 0.20 $ 0.17 $ 1.18 $ 0.83 ========= ========= ========= ========= ========= ========= Diluted earnings per share ....... $ 0.15 $ 0.17 $ 0.19 $ 0.17 $ 1.15 $ 0.82 ========= ========= ========= ========= ========= ========= Average shares outstanding ....... 13,018 13,000 12,949 13,010 12,884 13,013 CONSOLIDATED CONDENSED BALANCE SHEET (Unaudited, In Thousands) 10 July 2004 12 July 2003 27 December 2003 ---------------- ---------------- ---------------- ASSETS Current assets ............................ $ 81,674 $ 81,140 $ 79,619 Property, Plant & Equipment - net ......... 16,370 18,558 17,537 Other assets .............................. 16,661 15,700 18,504 Goodwill .................................. 18,715 17,791 18,777 ---------------- ---------------- ---------------- Total .................................. $ 133,420 $ 133,189 $ 134,437 ================ ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities ....................... $ 42,851 $ 52,049 $ 54,962 Other liabilities ......................... 28,520 34,310 18,192 Stockholders' equity ...................... 62,049 46,830 61,283 ---------------- ---------------- ---------------- Total .................................. $ 133,420 $ 133,189 $ 134,437 ================ ================ ================
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