UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) October 22, 2004
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ESCALADE, INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
Indiana
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(State or Other Jurisdiction of Incorporation)
0-6996 13-2739290
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(Commission File Number) (IRS Employer Identification No.)
251 Wedcor Avenue, Wabash, Indiana 46992 46992
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(Address of Principal Executive Offices) (Zip Code)
(260) 569-7208
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
This Amendment No. 1 to the Form 8-K filed by Escalade, Incorporated
(the "Company") amends the Company's filing on Form 8-K originally filed with
the Securities and Exchange Commission on October 22, 2004 (the "Original
Filing"). In the Consolidated Condensed Statements of Income included in Exhibit
99.1 and Exhibit 99.2 to the Original Filing, the Company presented "Operating
Income" in a manner that excluded the effect of "Goodwill Impairment Loss." The
unintentional effect of this presentation resulted in the use of a financial
measure that did not conform to generally accepted accounting principles
("GAAP") and that would have been more properly labeled "Adjusted Operating
Income." Accordingly, the Company is filing this Amendment No. 1 for the purpose
of presenting "Operating Income" in a manner that conforms with GAAP and to
reconcile that GAAP financial measure to the non-GAAP financial measure of
"Adjusted Operating Income."
Except as described above and in the second and third paragraphs of
Item 2.02 below, 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 the disclosures contained therein to reflect any
events that occurred at a date 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 8-K are true and complete as of any date other
than the date of the Original Filing.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 22, 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 third 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.
As included in the Original Filing, Exhibits 99.1 and 99.2 contained
statements that, compared to the third fiscal quarter in 2003, the Company's
operating income decreased 4% but would have increased by 10% if non-recurring
restructuring costs were excluded. However, those statements were based on a
comparison of adjusted operating income. If operating income had been presented
in accordance with GAAP, then the Company's statement should have been that
operating income decreased 20% compared to the third fiscal quarter in 2003.
Similarly, the Company's statement should have been that its adjusted operating
income, excluding the effects of the restructuring costs and the goodwill
impairment loss, increased 12% compared to the third fiscal quarter in 2003.
The Company does not believe that adjusted operating income is a
financial measure that typically provides investors with useful information
about the Company that would not be readily apparent from a GAAP presentation of
operating income. The Company does not anticipate that it will present adjusted
operating income in its financial statements on an ongoing basis in the future.
Nonetheless, because such non-GAAP financial measure was presented in connection
with the Company's release of its financial results for the third fiscal quarter
of 2004, the following table reconciles
operating income, which the Company believes is the most directly comparable
GAAP financial measure, to adjusted operating income (in thousands):
Three Months Ended Nine Months Ended Twelve Months Ended
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02 October 04 October 02 October 04 October 02 October 04 October
2004 2003 2004 2003 2004 2003
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NET SALES $78,492 $ 73,660 $168,397 $ 152,600 $237,525 $206,490
OPERATING EXPENSES
Cost of goods sold 56,738 53,552 118,381 103,371 169,375 143,936
Selling and administrative 12,223 11,619 35,690 35,941 46,117 42,637
Restructuring Costs 1,412 - 1,412 - 1,412 -
Goodwill impairment loss 1,312 - 1,312 - 1,312 -
OPERATING INCOME 6,807 8,489 11,602 13,288 19,309 19,917
PLUS ADJUSTMENTS:
Restructuring Costs 1,412 - 1,412 - 1,412 -
Goodwill impairment loss 1,312 - 1,312 - 1,312
ADJUSTED OPERATING INCOME 9,531 8,489 14,326 13,288 22,033 19,917
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
99.1 Press release dated October 22, 2004*
99.2 Message to Shareholders dated October 22, 2004 for the quarter
ended October 02, 2004*
* Previously filed with the Original 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 Wabash,
Indiana by the undersigned hereunto duly authorized.
Date: January 11, 2005 ESCALADE, INCORPORATED
By: /s/ Terry D. Frandsen
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Vice President and Chief Financial Officer