(State of incorporation)
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(I.R.S. EIN)
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(Address of principal executive office)
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(Zip Code)
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Title of each class | Trading Symbol | Name of Exchange on which registered |
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The
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Large accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
Emerging growth company ☐
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Class
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Outstanding at May 2, 2023
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Common, no par value
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●
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To amend Part I - Item 4. Controls and Procedures to state management’s conclusion that the Company’s disclosure controls and procedures were not effective as of March 31, 2023 due to material weaknesses in the Company’s internal control over financial reporting identified subsequent to the date of the Original Filing.
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●
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To amend Part II - Item 1A. Risk Factors to add an additional risk factor to describe risks relating to the material weaknesses in the Company’s internal control over financial reporting that were identified subsequent to the date of the Original Filing.
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●
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To amend Part II - Item 6. Exhibits to include currently dated certifications from the company’s Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002, which certifications are filed herewith as Exhibits 31.1, 31.2, 32.1 and 32.2.
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Page No.
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Part I.
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Financial Information:
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Item 4 -
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Controls and Procedures
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4
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Part II.
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Other Information
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Item 1A -
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Risk Factors
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6
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Item 6 -
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Exhibits
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7
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Signature
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7
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●
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Information technology general controls particularly as such controls related to user access, program change management, and ineffective complementary user-organization controls, which limited management’s ability to rely on technology dependent controls relevant to the preparation of the Company’s consolidated financial statements.
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●
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Controls over the period end close process, including the review and approval process of journal entries, account reconciliations, segregation of duties conflicts, and consolidation of intercompany entries.
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●
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Documentation and design of controls related to various key financial statement accounts and assertions.
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The risk assessment, control activities, information and communication, and monitoring components of the Company’s internal control framework such that internal control weaknesses were not detected, communicated, addressed with mitigating control activities, or remediated.
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●
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We are in the process of engaging third-party resources to support our internal control testing and remediation efforts, and we intend to bring in additional resources to oversee remediation efforts.
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We are in the process of hiring an Internal Auditor, a senior level position.
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We are in the process of conducting a risk assessment over our internal control environment, and we are reviewing and prioritizing individual control deficiencies for remediation, including those which aggregated to the above material weaknesses.
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●
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We are in the process of documenting and executing remediation action items, including expansion of mitigating controls where appropriate.
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●
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We are exploring tools to enhance and centralize general information technology components.
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Number
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Description
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3.1
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3.2
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10.1
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31.1
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31.2
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32.1
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32.2
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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101.INS
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Inline XBRL Instance Document
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
Date: March 29, 2024
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/s/ Stephen R. Wawrin
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||
Vice President and Chief Financial Officer
(On behalf of the registrant and in his
capacities as Principal Financial Officer
and Principal Accounting Officer)
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Walter P. Glazer, Jr., certify that:
1. |
I have reviewed this quarterly report on Form 10-Q/A of Escalade, Incorporated; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-15(f)) for the registrant and we have: |
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 29, 2024 |
/s/ Walter P. Glazer, Jr. Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Stephen R. Wawrin, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q/A of Escalade, Incorporated; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-15(f)) for the registrant and we have: |
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 29, 2024 |
/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) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Escalade, Incorporated (the “Company”) on Form 10-Q/A for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Walter P. Glazer, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Walter P. Glazer, Jr.
Chief Executive Officer
March 29, 2024
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Escalade, Incorporated (the “Company”) on Form 10-Q/A for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen R. Wawrin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/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)
March 29, 2024
Document And Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
May 02, 2023 |
|
Document Information [Line Items] | ||
Entity, Registrant Name | ESCALADE, INCORPORATED | |
Document, Fiscal Year Focus | 2023 | |
Document, Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Document, Type | 10-Q/A | |
Document, Quarterly Report | true | |
Document, Period End Date | Mar. 31, 2023 | |
Document, Transition Report | false | |
Entity, File Number | 0-6966 | |
Entity, Incorporation, State or Country Code | IN | |
Entity, Tax Identification Number | 13-2739290 | |
Entity, Address, Address Line One | 817 Maxwell Ave | |
Entity, Address, City or Town | Evansville | |
Entity, Address, State or Province | IN | |
Entity, Address, Postal Zip Code | 47711 | |
City Area Code | 812 | |
Local Phone Number | 467-1358 | |
Title of 12(b) Security | Common Stock, No Par Value | |
Trading Symbol | ESCA | |
Security Exchange Name | NASDAQ | |
Entity, Current Reporting Status | Yes | |
Entity, Interactive Data, Current | Yes | |
Entity, Filer Category | Accelerated Filer | |
Entity, Small Business | true | |
Entity, Emerging Growth Company | false | |
Entity, Shell Company | false | |
Entity, Common Stock Shares, Outstanding | 13,732,359 | |
Amendment Description | Escalade, Incorporated (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to its Quarterly Report on Form 10-Q for the period ended March 31, 2023, originally filed with the Securities and Exchange Commission (“SEC”) on May 9, 2023 (the “Original Filing”) to address management’s re-evaluation of disclosure controls and procedures and to reflect the identification of material weaknesses in the Company’s disclosure controls and procedures and internal control over financial reporting. The material weaknesses did not result in any change to the Company’s consolidated financial statements as set forth in the Original Filing. This Amendment No. 1 is limited in scope to make the following changes to the Original Filing: ● To amend Part I - Item 4. Controls and Procedures to state management’s conclusion that the Company’s disclosure controls and procedures were not effective as of March 31, 2023 due to material weaknesses in the Company’s internal control over financial reporting identified subsequent to the date of the Original Filing. ● To amend Part II - Item 1A. Risk Factors to add an additional risk factor to describe risks relating to the material weaknesses in the Company’s internal control over financial reporting that were identified subsequent to the date of the Original Filing. ● To amend Part II - Item 6. Exhibits to include currently dated certifications from the company’s Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002, which certifications are filed herewith as Exhibits 31.1, 31.2, 32.1 and 32.2. Except as described above, no other changes have been made to the Original Filing. This Amendment No. 1 continues to speak as of the date of the Original Filing and the Company has not updated or amended the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing. The filing of this Amendment No. 1 is not a representation that any statements contained in the Company’s Form 10-Q are true and complete as of any date other than the date of the Original Filing, except for the amended statements contained in this Amendment No. 1 which are as of the date of filing this Amendment No. 1. This Amendment No. 1 should thus be read in conjunction with the Original Filing and any of the Company’s other filings with the SEC subsequent to the date of the Original Filing, together with any amendments to those filings. | |
Amendment Flag | true | |
Entity, Central Index Key | 0000033488 |
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