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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 March 22, 2003
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 47717
---------------------------------------------
(Address of principal executive offices)
812-467-1200
------------
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 checkmark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes [X] No [ ]
The number of shares of Registrant's common stock (no par value)
outstanding as of April 8, 2003 : 6,539,350
INDEX
Page No.
Part I. Financial Information:
Item 1 - Financial Statements:
Consolidated Condensed Balance Sheets (Unaudited)
March 22, 2003, March 23, 2002, and
December 28, 2002 3
Consolidated Condensed Statements of Income (Unaudited)
Three Months Ended March 22, 2003 and March 23,2002 4
Consolidated Statements of Comprehensive Income (Unaudited)
Three Months Ended March 22, 2003 and March 23, 2002 4
Consolidated Condensed Statements of Cash Flows (Unaudited)
Three Months Ended March 22, 2003 and March 23, 2002 5
Notes to Consolidated Condensed Financial Statements 6-8
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations: 9-11
Item 3 - Quantitative and Qualitative Disclosures About
Market Risk 11
Item 4 - Controls and Procedures 11-12
Part II. Other Information 12
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
Certificate of Chief Executive Officer 14
Certificate of Chief Financial Officer 15
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(Dollars in Thousands) March 22, March 23, December 28,
2003 2002 2002
------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 5,392 $ 802 $ 3,370
Receivables, less allowances of
$584, $553 and $550 23,056 14,713 34,141
Inventories 32,744 18,411 20,549
Prepaid expense 1,384 160 542
Deferred income tax benefit 1,452 902 815
--------- --------- ---------
TOTAL CURRENT ASSETS 64,028 34,988 59,417
Property, plant, and equipment 45,138 34,486 35,258
Accum. depr. and amortization (27,151) (24,405) (26,198)
--------- --------- ---------
17,987 10,081 9,060
Intangible assets 6,268 6,846 6,491
Other assets 6,200 5,570 8,469
Goodwill 13,351 13,361 13,351
--------- --------- ---------
$ 107,834 $ 70,846 $ 96,788
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable - bank $ 16,419 $ 1,277 $ 11,223
Current portion of long-term debt 167 167 167
Trade accounts payable 7,497 2,812 2,793
Accrued liabilities 13,663 12,419 17,004
Federal income tax payable 1,508 602 1,189
--------- --------- ---------
TOTAL CURRENT LIABILITIES 39,254 17,277 32,376
Other Liabilities:
Long-term debt 17,355 17,667 17,200
Deferred compensation 1,342 1,278 1,337
--------- --------- ---------
18,697 18,945 18,537
Minority interest in Schleicher & Co. 3,577 --- ---
Stockholders' equity:
Preferred stock:
Authorized 1,000,000 shares;
no par value, none issued
Common stock:
Authorized 10,000,000 shares;
no par value,Issued and
outstanding - 6,532,531,
6,458,853, and 6,508,856 at
3-22-03, 3-23-02, and 12-28-02 6,533 6,459 6,509
Additional paid in capital 756 490 682
Retained earnings 38,716 27,467 38,709
Accumulated other comprehensive
income (loss) 301 208 (25)
--------- --------- ---------
46,306 34,624 45,875
--------- --------- ---------
$ 107,834 $ 70,846 $ 96,788
========= ========= =========
See notes to Consolidated Condensed Financial Statements.
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in Thousands, except per share amounts)
Three Months Ended
March 22, 2003 March 23, 2002
-------------- --------------
Net sales $ 29,103 $ 17,505
Costs, expenses and other income:
Cost of products sold 18,659 12,334
Selling, administrative and
general expenses 9,932 4,982
Interest 448 121
Other expense 51 175
-------- --------
29,090 17,612
INCOME (LOSS) BEFORE INCOME TAXES
AND MINORITY INTEREST 13 (107)
Provision (benefit) for income taxes 4 (39)
-------- --------
NET INCOME (LOSS) BEFORE MINORITY INTEREST $ 9 $ (68)
Minority interest holders share 2 ---
-------- --------
NET INCOME (LOSS) $ 7 $ (68)
======== ========
Per share data:
Basic earnings per share $ .00 $ (.01)
Diluted earnings per share $ .00 $ (.01)
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
NET INCOME (LOSS) $ 7 $ (68)
UNREALIZED GAIN (LOSS)ON SECURITIES,
NET OF TAX (52) 83
FOREIGN EXCHANGE TRANSLATION ADJUSTMENT 378 ---
-------- --------
COMPREHENSIVE INCOME $ 333 $ 15
======== ========
See notes to Consolidated Condensed Financial Statements.
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in Thousands)
Three Months Ended
March 22, 2003 March 23, 2002
--------------------------------
Operating Activities:
Net Income (Loss) $ 7 $ (68)
Depreciation and amortization 1,182 831
Adjustments necessary to reconcile
net income (loss) to net cash
provided by operating activities (64) 3,769
------- -------
Net cash provided by operating activities 1,125 4,532
------- -------
Investing Activities:
Purchase of property and equipment (419) (501)
Purchase of certain assets of
Steve Mizerak, Inc. --- (1,229)
Purchase of all assets relating to
The Step(R) product line --- (4,840)
Equity investment in Schleicher (4,133) ---
------- -------
Net cash used by investing activities (4,552) (6,570)
------- -------
Financing Activities:
Net increase in notes payable- bank 5,351 1,707
Proceeds from exercise of stock options 170 213
Common stock repurchases (72) ---
------- -------
Net cash provided by financing activities 5,449 1,920
------- -------
Increase (decrease) in cash and cash equivalents 2,022 (118)
Cash and cash equivalents, beginning of period 3,370 920
------- -------
Cash and cash equivalents, end of period $ 5,392 $ 802
======= =======
See notes to Consolidated Condensed Financial Statements.
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
which 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 28, 2002 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 2002 filed with
the Securities and Exchange Commission.
Note B - Seasonal Aspects
The results of operations for the three month periods ended March 22,
2003 and March 23, 2002 are not necessarily indicative of the results to be
expected for the full year.
Note C - Inventories (Dollars in Thousands)
3-22-03 3-23-02 12-28-02
------- ------- --------
Raw Materials $ 8,248 $ 5,946 $ 5,750
Work In Process 4,689 4,079 4,536
Finished Goods 19,807 8,386 10,263
------- ------- -------
$32,744 $18,411 $20,549
======= ======= =======
Note D - Income Taxes
The provision for income taxes was computed based on financial
statement income.
ESCALADE, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note E - Earnings Per Share
Earnings per share were computed as follows:
Three Months Ended
March 22, 2003
---------------------------------------------------
Weighted
Average Per Share
Income Shares Amount
------ -------- ---------
Net Income $ 7
------
Basic Earnings per Share
Income available to common
stockholders 7 6,511 $ .00
=========
Effect of Dilutive Securities
Stock options 121
------ ------
Diluted Earnings Per Share
Income available to common
stockholders and assumed
conversions $ 7 6,632 $ .00
====== ====== =========
Three Months Ended
March 23, 2002
---------------------------------------------------
Weighted
Average Per Share
Income Shares Amount
------ -------- ---------
Net (Loss) $ (68)
------
Basic Earnings per Share
Income available to common
stockholders (68) 6,429 ($ .01)
=========
Effect of Dilutive Securities
Stock options 222
------ ------
Diluted Earnings Per Share
Income available to common
stockholders and assumed
conversions $ (68) 6,651 ($ .01)
====== ====== =========
ESCALADE, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note F - Segment Information
As of and for the Three Months Ended
March 22, 2003
------------------------------------------------------------
Office and
Sporting Graphic
Goods Arts Corporate Total
-------- ---------- --------- ---------
Revenues from external customers $11,179 $ 17,924 $ --- $ 29,103
Net income (loss) (399) 497 (91) 7
Assets $46,166 $ 56,340 $ 5,328 $ 107,834
As of and for the Three Months Ended
March 23, 2002
------------------------------------------------------------
Office and
Sporting Graphic
Goods Arts Corporate Total
-------- ---------- --------- ---------
Revenues from external customers $10,606 $ 6,899 $ --- $ 17,505
Net income (loss) (420) 730 (378) (68)
Assets $42,087 $ 23,721 $ 5,038 $ 70,846
Note G - Minority Interest
Minority Interest at March 22, 2003 was $3,577,000 which represented the amount
of Schleicher & Co. International,AG not owned by Escalade. The profit allocated
to the minority interest holders for the first quarter ended March 22, 2003 was
$2,000.
Note H - Subsequent Event
At March 22, 2003 the Company owned 65.3% of the outstanding stock of Schleicher
International,AG, a German manufacturer and distributor of paper shredders. A
tender offer to acquire all remaining shares was in process at the end of the
Quarter. A press release and form 8-K will be filed upon completion of the
tender offer.
ESCALADE, INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
FIRST QUARTER COMPARISON 2003 vs. 2002
First quarter net sales were up $11,598,000 from $17,505,000 to
$29,103,000 or 66.3%. This was due mainly to the inclusion of Schleicher and Co.
International AG numbers in the first quarter of this year. The Company has
owned over 50% of Schleicher's Stock since the beginning of the quarter. During
the quarter, the Company acquired enough shares to total 65.3% of the
outstanding shares. While all of the sales and expenses of Schleicher are
included in these statements, 34.7% of the net income belongs to the minority
interest investors.
Escalade Sports net sales were up $573,000 from $10,606,000 to
$11,179,000 or 5.4%. Fitness sales were up $1,421,000 mainly due to the Step
acquisition in the first quarter of last year. The remaining sporting goods
sales were down $848,000 primarily because of high retail inventories carried
over from last year as a result of late deliveries due to the West Coast
Longshoreman's lockout. The second quarter may be slow also because of the
retail inventory carryover. Escalade Sports remains optimistic for continued
growth in 2003. The labor contract for the Evansville, Indiana sporting goods
union employees expires April 27, 2003. Contract negotiations are underway.
Martin Yale's net sales were up $11,025,000 from $6,899,000 to
$17,924,000 or 159.8%. This was entirely due to Schleicher sales. These sales
were mainly shredders. Slower than expected startup sales of the new Hardwood
Creek photo frame and gift line resulted in a $210,000 loss during the quarter
for the product line. Martin Yale and Schleicher will continue to focus on their
cooperative product development.
Cost of sales was $18,659,000 in the first quarter of 2003 as compared
to $12,334,000 in the first quarter of 2002, an increase of $6,325,000 or 51.3%.
Cost of sales as a percentage of net sales was 64.1% in the first quarter of
2003 as compared to 70.5% in the first quarter of 2002. This decrease was due
mainly to the graphic arts cost of sales and was mainly due to an increase in
material cost. Schleicher product has a lower cost of sales percentage (as does
other Martin Yale product) than sporting goods.
Selling, general, and administrative expenses were $9,932,000 in the
first quarter of 2003 as compared to $4,982,000 in the first quarter of 2002, an
increase of $4,950,000 or 99.4%. As a percentage of net sales, they were 34.1%
in the first quarter of 2003 as compared to 28.5% in 2002. This increase is due
mainly to Schleicher product which carries a higher selling, general, and
administrative percentage of net sales (as does other Martin Yale product) than
sporting goods.
Interest expense increased $327,000 from $121,000 in the second quarter
of 2002 to $448,000 in 2003. This was due to the increased borrowing levels and
higher interest rates on Schleicher debt.
The effective income tax rate for the first quarter of 2003 was 39.6%
as compared to 36.0% in 2002.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net cash provided by operating activities was $1,125,000
in the first quarter of 2003 as compared to $4,532,000 in the first quarter of
2002. Most of the cash provided by operating activities was from collection of
the year end accounts receivable during the first quarter. The net accounts
receivable balance at the end of the year was $34,141,000 and at the end of the
first quarter the net accounts receivable balance was $23,056,000. The Company's
net cash used for investing activities was $4,552,000 in the first quarter of
2003 as compared to $6,570,000 in the first quarter of 2002. $4,133,000 of the
net cash used by investing activities was for the equity investment in
Schleicher. The Company's net cash provided by financing activities was
$5,449,000 in the first quarter of 2003 as compared to $1,920,000 in the first
quarter of 2002. The net cash provided by financing activities was from an
increase in bank debt.
The Company's short term working capital requirements are funded by
cash flow and a $30,000,000 revolving line of credit used to finance the
purchase of trade receivables by the Company's Swiss subsidiary from the
Company's manufacturing subsidiaries. This revolving line of credit has a
scheduled maturity date of July 15, 2003, which date can be extended upon the
agreement of the parties. The Company utilizes a borrowing base formula which
defines and identifies eligible accounts receivable in order to calculate the
maximum amount that could be borrowed under this revolving line of credit. At
March 22, 2003, the maximum amount that could be drawn under this line of credit
was $9,924,285 of which $5,327,422 was used.
The Company's long term financing requirements are currently funded by
a $25,000,000 revolving term loan which expires March 31, 2006. Under the terms
of the credit agreement the maximum borrowing available to the Company under
this revolving term loan is reduced by $5,000,000 on March 31 of each year until
the line expires. As of April 1, 2003, the maximum amount available under this
revolving term loan was $15,000,000 of which $13,525,000 was used. The Company
uses this revolving term loan from time to time to finance acquisitions, stock
buy backs and other material obligations that may arise. The Company believes
that future long term funding for acquisitions, stock buy backs or other
material obligations deemed appropriate by the Company's Board of Directors is
available from similar credit vehicles and/or other financial institutions.
The Company has authorization to purchase up to $3,000,000 of its
common stock on the open market or through privately negotiated transactions at
prices deemed advantageous to the company. During the first quarter 5,000 shares
were purchased on the open market.
ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 141, Business
Combinations, which requires that the purchase method of accounting be used for
all business combinations completed after June 30, 2001. SFAS No. 141 specifies
that certain acquired intangible assets in a business combination be recognized
as assets separately from goodwill. Additionally, it requires the Company to
evaluate its existing intangible assets and goodwill and to make any necessary
reclassifications in order to conform with the new separation requirements at
the date of adoption. Goodwill and intangible assets determined to have
indefinite useful lives that are acquired in a business combination completed
after June 30, 2001 will not be amortized. Goodwill and intangible assets
acquired in business combinations completed before July 1, 2001 will continue to
be amortized until December 29, 2001. With the exception of the immediate
requirement to use the purchase method of accounting for all future business
combinations completed after June 30, 2001, the Company was required to adopt
the provision of SFAS No. 141 on December 30, 2001, which it did.
In July 2001, the FASB issued SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 142 required that goodwill no longer be amortized
but instead be tested for impairment at least annually, and that intangible
assets other than goodwill should be amortized over their useful lives. The
Company was required to adopt the provisions on December 30, 2001. Upon
adoption, the Company was required to reassess the useful lives and residual
values of all intangible assets and make any necessary amortization period
adjustments by March 31, 2002. There were no such adjustments required or made
upon the adoption of SFAS No. 142.
The goodwill amortization in 2001 was $862,045 and under the new
Accounting Standards will be zero in 2002 and thereafter, unless there is
impairment. We will have additional amortization for intangibles in 2002
resulting from The Step(R) acquisition. The Step(R) patent/license is being
amortized over the remaining life of nine years. That will add about $535,000
additional amortization for intangibles in 2002 and yearly thereafter until
fully amortized.
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None.
ITEM 4. CONTROLS AND PROCEDURES
The Company 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 judgement in evaluating the
cost-benefit relationship of possible controls and procedures. Also, the Company
has investment 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.
Within 90 days prior to the date of this report, 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. 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.
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date the Company completed its evaluation. Therefore,
no corrective actions were taken.
PART II. OTHER INFORMATION
Item 1, 2, 3, 4, and 5. Not required
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Number Description
99.1 Chief Executive Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Chief Financial Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
There was a report on Form 8-K filed on January 10, 2003 reporting that
on December 30, 2002, Escalade, Incorporated (Escalade) announced that Martin
Yale Industries, Inc. (Martin Yale), a wholly owned subsidiary of Escalade, had
acquired an additional 760,500 shares of the outstanding stock of Schleicher &
Co., International AG (Schleicher) for $2,784,000 in cash. With this
acquisition, Martin Yale increased its total ownership to 1,467,334 shares or
51.2% of the outstanding shares of Schleicher. As disclosed in this filing
Martin Yale subsequently initiated a tender offer for the remaining Schleicher
shares.
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: April 11, 2003 C. W. (Bill) Reed
----------------------------
C. W. (Bill) Reed
President and Chief Executive Officer
Date: April 11, 2003 John R. Wilson
----------------------------
John R. Wilson
Vice President and
Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, C. W. (Bill) Reed, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Escalade, Incorporated;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: April 11, 2003 /s/ C. W. (Bill) Reed
Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, John R. Wilson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Escalade, Incorporated;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: April 11, 2003 /s/ John R. Wilson
Chief Financial Officer