UNITED STATES

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 quarterly period ended ~~March~~June 3130, 2025 or

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____ to _____

Commission File Number 0-6966

ESCALADE, INCORPORATED

(Exact name of registrant as specified in its charter)

Indiana (State or Other Jurisdiction of ~~incorporation~~Incorporation or Organization) 13-2739290 (I.R.S. ~~EIN~~Employer Identification No.)

817 Maxwell Ave, Evansville, Indiana (Address of principal ~~executive~~Executive ~~office~~Office) 47711 (Zip Code)

812-467-1358

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of ~~Exchange~~each exchange on which registered Common Stock, No Par Value ESCA The NASDAQ Stock Market LLC

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

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 July 30, 2025	~~Outstanding at April 30, 2025~~
Common, no par value	13,803,745		~~13,786,852~~

INDEX

		Page No.
Part I.	Financial Information:
Item 1 -	Financial Statements:
	Consolidated Condensed Balance Sheets as of March 31, 2025, December 31, 2024, and March 31, 2024	3
	Consolidated Condensed Balance Sheets as of June 30, 2025, December 31, 2024, and June 30, 2024	3
	Consolidated Condensed Statements of Operations for the Three Months Ended March 31, 2025 and March 31, 2024	4
	Consolidated Condensed Statements of Operations for the Three Months and Six Months Ended June 30, 2025 and June 30, 2024	4
	Consolidated Condensed Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 and March 31, 2024	5
	Consolidated Condensed Statements of Stockholders’ Equity for the Three Months and Six Months Ended June 30, 2025 and June 30, 2024	5
	Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 2025 and March 31, 2024	6
	Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2025 and June 30, 2024	6
	Notes to Consolidated Condensed Financial Statements	7
Item 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1314
Item 3 -	Quantitative and Qualitative Disclosures About Market Risk	1516
Item 4 -	Controls and Procedures	1517
Part II.	Other Information
Item 1 -	Legal Proceedings	1617
Item 1A -	Risk Factors	1617
Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	1718
Item 6 -	Exhibits	1819
	Signature	1819

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

ESCALADE, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

All Amounts in Thousands Except Share Information	~~March~~June 3130, 2025		December 31, 2024		~~March~~June 3130, 2024
	(Unaudited)		(Audited)		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	210,~~214~~422	$	4,194	$	~~283~~362
Receivables, less allowance of $617; $694; and $882; respectively		48,905		48,768		52,274
Receivables, less allowance of $595; $694; and $489; respectively		41,926		48,768		47,829
Inventories		7772,~~001~~672		76,025		9586,~~991~~571
Prepaid expenses		2,~~988~~449		4,372		2,~~949~~461
Prepaid income tax		–402		465		–1,829
TOTAL CURRENT ASSETS		~~131~~127,~~108~~871		133,824		~~151~~139,~~497~~052
Property, plant and equipment, net		2221,~~090~~827		22,221		23,~~420~~441
Assets held for sale		–		–		2,~~480~~459
Operating lease right-of-use assets		1,~~071~~428		1,186		87,~~118~~905
Intangible assets, net		2524,~~270~~703		25,838		2827,~~047~~456
Goodwill		42,326		42,326		42,326
Other assets		~~209~~184		935		~~459~~427
TOTAL ASSETS	$	~~222~~218,~~074~~339	$	226,330	$	~~256~~243,~~347~~066
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt	$	7,143	$	7,143	$	7,143
Trade accounts payable		14,~~304~~120		11,858		1512,~~981~~798
Accrued liabilities		109,~~148~~086		15,050		9,~~484~~222
Income tax payable		335		–		441
Current operating lease liabilities		496		444		1,077
Current operating lease liabilities		426		444		1,055
TOTAL CURRENT LIABILITIES		30,845		34,495		30,240
TOTAL CURRENT LIABILITIES		32,356		34,495		34,104
Other Liabilities:
Long‑term debt		1614,~~667~~881		18,452		4636,~~383~~024
Deferred income tax liability		3,302		3,302		3,125
Operating lease liabilities		~~687~~973		787		7,~~628~~398
Other liabilities		~~297~~–		297		~~387~~297
TOTAL LIABILITIES		5350,~~309~~001		57,333		9177,~~627~~084
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 – 13,756,393; 13,732,719; and 13,861,552; shares respectively		3,428		4,218		4,909
Authorized 30,000,000 shares; no par value, issued and outstanding – 13,803,745; 13,732,719; and 13,877,302; shares respectively		3,251		4,218		5,406
Retained earnings		165,~~337~~087		164,779		~~159~~160,~~811~~576
TOTAL STOCKHOLDERS' EQUITY		168,~~765~~338		168,997		~~164~~165,~~720~~982
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	~~222~~218,~~074~~339	$	226,330	$	~~256~~243,~~347~~066

See notes to Consolidated Condensed Financial Statements.

ESCALADE, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended						Six Months Ended
All Amounts in Thousands Except Per Share Data	~~March~~June 3130, 2025			~~March~~June 3130, 2024			June 30, 2025			June 30, 2024
Net sales	$	5554,~~479~~333		$	5762,~~304~~526		$	109,812		$	119,830
Costs and Expenses
Cost of products sold		40,~~689~~896			4247,~~950~~415			81,585			90,365
Selling, administrative and general expenses		10,~~571~~249			10,~~701~~063			20,820			20,764
Amortization		567			~~593~~591			1,134			1,184
Operating Income		32,~~652~~621			34,~~060~~457			6,273			7,517
Other Income (Expense)
Interest expense		(~~244~~213	)		(~~735~~730	)		(457	)		(1,465	)
Other income		3151			3			82			6
Income Before Income Taxes		32,~~439~~459			23,~~328~~730			5,898			6,058
Provision for Income Taxes		~~820~~634			~~553~~886			1,454			1,439
Net Income	$	21,~~619~~825		$	12,~~775~~844		$	4,444		$	4,619
Earnings Per Share Data:
Basic earnings per share	$	0.1913		$	0.1321		$	0.32		$	0.33
Diluted earnings per share	$	0.1913		$	0.1320		$	0.32		$	0.33
Dividends declared	$	0.15		$	0.15		$	0.30		$	0.30

See notes to Consolidated Condensed Financial Statements.

ESCALADE, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

	Common Stock						Retained
All Amounts in Thousands	Shares			Amount			Earnings			Total
Balances at December 31, 2023		13,737		$	4,480		$	160,099		$	164,579
Net income		–			–			1,775			1,775
Expense of restricted stock units		–			429			–			429
Settlement of restricted stock units		125			–			–			–
Dividends declared		–			–			(2,063	)		(2,063	)
Balances at March 31, 2024		13,862		$	4,909		$	159,811		$	164,720
Balances at December 31, 2024		13,733		$	4,218		$	164,779		$	168,997
Net income								2,844			2,844
Net income		–			–			2,619			2,619
Expense of restricted stock units					497			–			497
Expense of restricted stock units		–			467			–			467
Settlement of restricted stock units		15			–			–			–
Settlement of restricted stock units		107			–			–			–
Dividends declared								(2,079	)		(2,079	)
Dividends declared		–			–			(2,061	)		(2,061	)
Balances at June 30, 2024		13,877		$	5,406		$	160,576		$	165,982
Purchase of stock		(92	)		(1,381	)		–			(1,381	)
Balances at December 31, 2023		13,737		$	4,480		$	160,099		$	164,579
Issuance of common stock for service		8			124			–			124
Net income								4,619			4,619
Balances at March 31, 2025		13,756		$	3,428		$	165,337		$	168,765
Expense of restricted stock units					926						926
Settlement of restricted stock units		140			–						–
Dividends declared								(4,142	)		(4,142	)
Balances at June 30, 2024		13,877		$	5,406		$	160,576		$	165,982

	Common Stock						Retained
All Amounts in Thousands	Shares			Amount			Earnings			Total

Balances at March 31, 2025		13,756		$	3,428		$	165,337		$	168,765

Net income		–			–			1,825			1,825
Expense of restricted stock units		–			495			–			495
Settlement of restricted stock units		58			–			–			–
Issuance of restricted stock awards		35
Dividends declared		–			–			(2,075	)		(2,075	)
Purchase of stock		(53	)		(790	)		–			(790	)
Issuance of common stock for service		8			118			–			118

Balances at June 30, 2025		13,804		$	3,251		$	165,087		$	168,338


Balances at December 31, 2024		13,733		$	4,218		$	164,779		$	168,997

Net income		–			–			4,444			4,444
Expense of restricted stock units		–			962			–			962
Settlement of restricted stock units		165			–			–			–
Issuance of restricted stock awards		35			–			–			–
Dividends declared		–			–			(4,136	)		(4,136	)
Purchase of stock		(145	)		(2,171	)		–			(2,171	)
Issuance of common stock for service		16			242			–			242

Balances at June 30, 2025		13,804		$	3,251		$	165,087		$	168,338

See notes to Consolidated Condensed Financial Statements.

ESCALADE, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended
	Six Months Ended
All Amounts in Thousands	~~March~~June 3130, 2025			~~March~~June 3130, 2024
Operating Activities:
Net income	$	24,~~619~~444		$	14,~~775~~619
Depreciation and amortization		12,~~239~~501			12,~~373~~751
Allowance for credit losses		~~162~~225			~~222~~325
Stock-based compensation		~~467~~962			~~429~~926
Loss on disposal of assets		3			6754
Common stock issued in lieu of bonus to officers		124			–
Changes in assets and liabilities		(823	)		(3,859	)
Director stock compensation		118			–
Net cash provided by operating activities		3,791			7
Changes in assets and liabilities		8,706			4,624
Net cash provided by operating activities		17,083			13,299
Investing Activities:
Purchase of property and equipment		(~~543~~976	)		(~~357~~1,174	)
Proceeds from sale of property and equipment		–			5092
Net cash used in investing activities		(~~543~~976	)		(~~307~~1,082	)
Financing Activities:
Proceeds from issuance of long-term debt		49,~~806~~046			3667,~~798~~161
Payments on long-term debt		(612,~~592~~618	)		(3474,~~168~~890	)
Cash dividends paid		(24,~~061~~136	)		(24,~~063~~142	)
Purchase of stock		(12,~~381~~171	)		–
Net cash (used in) provided by financing activities		(5,228	)		567
Net cash used in financing activities		(9,879	)		(11,871	)
Net (decrease) increase in cash and cash equivalents		(1,980	)		267
Net increase in cash and cash equivalents		6,228			346
Cash and cash equivalents, beginning of period		4,194			16
Cash and cash equivalents, end of period	$	210,~~214~~422		$	~~283~~362
Supplemental Cash Flows Information
Interest paid	$	~~217~~428		$	~~680~~1,429
Income taxes paid, net	$	201,689		$	243,270

See notes to Consolidated Condensed Financial Statements.

ESCALADE, INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note A – Summary of Significant Accounting Policies

Presentation of Consolidated Condensed Financial Statements – 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 its 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 consolidated condensed balance sheet of the Company as of December 31, 2024 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 (GAAP) have been condensed or omitted. These consolidated condensed 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 2024 filed with the Securities and Exchange Commission.

Note B ‑ Seasonal Aspects

The results of operations for the three and six months ended ~~March~~June 3130, 2025 and ~~March~~June 3130, 2024 are not necessarily indicative of the results to be expected for the full year.

Note C ‑ Inventories

In thousands	~~March~~June 3130, 2025		December 31, 2024		~~March~~June 3130, 2024
Raw materials	$	23,~~743~~843	$	2,721	$	3,~~665~~629
Work in progress		2,~~441~~936		2,370		2,~~595~~576
Finished goods		7165,~~817~~893		70,934		8980,~~731~~366
	$	7772,~~001~~672	$	76,025	$	9586,~~991~~571

Note D – Fair Values of Financial Instruments

Accounting Standard Codification (“ASC”) 820, “Fair Value Measurement and Disclosures,” outlines a valuation framework and creates a fair value hierarchy for assets and liabilities as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: Unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions.

Due to their short-term nature, the fair value of cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximated their carrying values at ~~March~~June 3130, 2025, December 31, 2024 and ~~March~~June 3130, 2024. The Company believes the carrying value of borrowings under our senior secured revolving credit facility, due to variable rate interest, adequately reflects the fair value of these instruments.

The Company discloses the fair value of its term loan using Level 2 inputs, which are estimated using treasury rates for a similar instrument, as follows:

March 31, 2025

December 31, 2024

March 31, 2024

June 30, 2025

December 31, 2024

June 30, 2024

In thousands

Carrying Value

Fair Value

Carrying Value

Fair Value

Carrying Value

Fair Value

Term Loan Facility

2322,~~810~~024

2220,~~197~~744

25,595

23,528

3029,~~952~~167

2726,~~844~~390

Note E – Stock Compensation

The fair value of stock-based compensation is recognized in accordance with the provisions of FASB ASC 718, Stock Compensation.

~~For~~During the ~~three~~six months ended ~~March~~June 3130, 2025, ~~and~~the ~~March~~Company ~~31,~~awarded ~~2024~~18,000 ~~the~~restricted ~~Company~~stock ~~recognized~~units to directors, 105,181 restricted stock ~~based~~units ~~compensation~~and ~~expense~~35,000 shares of ~~$467~~restricted ~~thousand~~stock to employees. The restricted stock units awarded to directors time vest over two years (one-half one year from grant date and ~~$429~~one-half ~~thousand,~~two ~~respectively~~years from grant date) provided that the director is still a director of the Company at the vest date. AtDirector ~~March~~restricted 31stock units are subject to forfeiture, ~~2025~~except ~~and~~for ~~March~~termination 31of services as a result of retirement, ~~2024~~death or disability, ~~there~~if ~~was~~on ~~$2.0~~the ~~million~~vesting ~~and~~date $1the director no longer holds a position with the Company.0 ~~million,~~All ~~respectively,~~of inthe ~~unrecognized~~2025 restricted stock units awarded to employees time vest over three years (one-~~based~~third ~~compensation~~one ~~expense~~year ~~related~~from togrant, ~~non~~one-~~vested~~third ~~stock~~two ~~awards.~~years ~~The~~from ~~unrecognized~~grant ~~compensation~~and ~~expense~~one-third ofthree ~~unvested~~years ~~restricted~~from ~~stock~~grant) ~~awards~~provided ~~not~~that ~~yet~~the ~~recognized~~employee continues to serve as an employee, director or consultant of ~~March~~the 31Company on the vesting date. The 35,000 ~~2025~~shares isof ~~expected~~restricted tostock bevest ~~recognized~~on ~~over~~the fifth anniversary from the ~~weighted~~grant ~~average~~date ~~period~~provided ofthat ~~1.7~~the ~~years~~employee is still employed by the Company on the vesting date.

OnFor ~~March 11, 2025,~~ the ~~Company~~three ~~awarded~~and ~~72,351~~six ~~restricted~~months ~~stock~~ended ~~units~~June to30, ~~employees.~~2025, ~~The~~the ~~2025~~Company ~~restricted~~recognized stock ~~units~~based ~~awarded~~compensation toexpense ~~employees~~of ~~time~~$495 ~~vest~~thousand ~~over~~and ~~three~~$962 ~~years~~thousand, ~~(one-third~~respectively ~~one~~compared ~~year~~to ~~from~~stock ~~grant,~~based ~~one-third~~compensation ~~two~~expense ~~years~~of ~~from~~$497 ~~grant~~thousand and ~~one-third~~$926 ~~three~~thousand ~~years~~for ~~from grant) provided that~~ the ~~employee~~same ~~continues~~periods toin ~~serve as an employee, director or consultant of~~ the ~~Company~~prior ~~on the vesting date~~year.

At June 30, 2025 and June 30, 2024, there was $2.8 million and $2.3 million, respectively, in unrecognized stock-based compensation expense related to non-vested stock awards. The unrecognized compensation expense of unvested restricted stock awards not yet recognized as of June 30, 2025 is expected to be recognized over the weighted average period of 2.2 years.

Note F ‑ Segment Information

The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is its president and chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated net sales and consolidated net income to assess financial performance and allocate resources.

As of and for the Three Months Ended March 31, 2025

As of and for the Three Months Ended June 30, 2025

In thousands

Sporting Goods

Corp.

Total

Revenues from external customers

5554,~~479~~333

–

5554,~~479~~333

Cost of product sold

40,~~689~~896

–

40,~~689~~896

Other operating expenses

10,~~314~~205

~~824~~611

1110,~~138~~816

Operating income (loss)

43,~~476~~232

(~~824~~611

)

32,~~652~~621

Interest expense

(~~244~~213

)

–

(~~244~~213

)

Other income

3151

–

3151

Provision (benefit) for Income Taxes

~~1,172~~844

(~~352~~210

)

~~820~~634

Net income (loss)

32,~~091~~226

(~~472~~401

)

21,~~619~~825

Depreciation and Amortization

1,~~239~~262

–

1,~~239~~262

Total assets

~~218~~207,~~079~~144

311,~~995~~195

~~222~~218,~~074~~339

	As of and for the Three Months Ended March 31, 2024
In thousands	Sporting Goods			Corp.			Total
Revenues from external customers	$	57,304		$	–		$	57,304
Cost of product sold		42,950			–			42,950
Other operating expenses		10,254			1,040			11,294
Operating income (loss)		4,100			(1,040	)		3,060
Interest expense		(735	)		–			(735	)
Other income		3			–			3
Provision (benefit) for Income Taxes		926			(373	)		553
Net income (loss)		2,442			(667	)		1,775
Depreciation and Amortization	$	1,373			–		$	1,373
Total assets	$	254,816		$	1,531		$	256,347

	As of and for the Six Months Ended June 30, 2025
In thousands	Sporting Goods			Corp.			Total

Revenues from external customers	$	109,812		$	–		$	109,812
Cost of product sold		81,585			–			81,585
Other operating expenses		20,519			1,435			21,954
Operating income (loss)		7,708			(1,435	)		6,273
Interest expense		(457	)		–			(457	)
Other income		82			–			82
Provision (benefit) for Income Taxes		2,016			(562	)		1,454
Net income (loss)		5,317			(873	)		4,444

Depreciation and Amortization	$	2,501			–		$	2,501
Total assets	$	207,144		$	11,195		$	218,339

	As of and for the Three Months Ended June 30, 2024
In thousands	Sporting Goods			Corp.			Total

Revenues from external customers	$	62,526		$	–		$	62,526
Cost of product sold		47,415			–			47,415
Other operating expenses		10,005			649			10,654
Operating income (loss)		5,106			(649	)		4,457
Interest expense		(730	)		–			(730	)
Other income		3			–			3
Provision (benefit) for Income Taxes		1,203			(317	)		886
Net income (loss)		3,176			(332	)		2,844

Depreciation and Amortization	$	1,378			–		$	1,378
Total assets	$	240,639		$	2,427		$	243,066

	As of and for the Six Months Ended June 30, 2024
In thousands	Sporting Goods			Corp.			Total

Revenues from external customers	$	119,830		$	–		$	119,830
Cost of product sold		90,365			–			90,365
Other operating expenses		20,259			1,689			21,948
Operating income (loss)		9,206			(1,689	)		7,517
Interest expense		(1,465	)		–			(1,465	)
Other income		6			–			6
Provision (benefit) for Income Taxes		2,129			(690	)		1,439
Net income (loss)		5,618			(999	)		4,619

Depreciation and Amortization	$	2,751			–		$	2,751
Total assets	$	240,639		$	2,427		$	243,066

Note G – Dividend Payment

On January 13, 2025, the Company paid a quarterly dividend of $0.15 per common share to all shareholders of record on January 6, 2025. The total amount of the dividend was approximately $2.1 million and was charged against retained earnings.

On April 14, 2025, the Company paid a quarterly dividend of $0.15 per common share to all shareholders of record on April 7, 2025. The total amount of the dividend was approximately $2.1 million and was charged against retained earnings.

On July 14, 2025, the Company paid a quarterly dividend of $0.15 per common share to all shareholders of record on July 7, 2025. The total amount of the dividend was approximately $2.1 million and was charged against retained earnings.

Note H ‑ 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

Six Months Ended

In thousands

~~March~~June 3130, 2025

~~March~~June 3130, 2024

June 30, 2025

June 30, 2024

Weighted average common shares outstanding

13,~~716~~769

13,~~786~~871

13,742

13,828

Dilutive effect of stock options and restricted stock units

~~163~~139

~~104~~183

141

195

Weighted average common shares outstanding, assuming dilution

13,~~879~~908

1314,~~890~~054

13,883

14,023

Note I – New Accounting Standards and Changes in Accounting Principles

With the exception of that discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the three and six months ended ~~March~~June 3130, 2025, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, that are of significance, or potential significance to the Company.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required in an entity’s income tax rate reconciliation table and requires disclosure of income taxes paid in both U.S. and foreign jurisdictions. The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. The Company is currently evaluating the impact the adoption of ASU 2023-09 will have on its annual consolidated financial statements.

Note J – Revenue from Contracts with Customers

Revenue Recognition – Revenue is recognized when a contract exists with a customer that specifies the goods to be provided at an agreed upon sales price and when the performance obligations under the terms of the contract are satisfied; generally this occurs with the transfer of control of our goods at a point in time based on shipping terms and transfer of title. Sales are made on normal and customary short-term credit terms or upon delivery of point-of-sale transactions. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. The Company expenses incremental costs of obtaining a contract due to the short-term nature of the contracts. These costs are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue.

The Company enters into contractual arrangements with customers in the form of customer orders that specify goods, quantity, pricing, and associated order terms. The Company does not have long-term contracts that are satisfied over time. Due to the nature of the contracts, no significant judgment exists in relation to the identification of the customer contract, satisfaction of the performance obligations, or transaction price.

Gross-to-net sales adjustments – We recognize revenue net of various sales adjustments to arrive at net sales as reported on the statement of operations. These adjustments are referred to as gross-to-net sales adjustments and primarily fall into one of three categories: returns, warranties and customer allowances.

Returns – The Company records an accrued liability and reduction in sales for estimated product returns based upon historical experience. An accrued liability and reduction in sales is also recorded for approved return authorizations that have been communicated by the customer.

Warranties – Limited warranties are provided on certain products for varying periods. We record an accrued liability and reduction in sales for estimated future warranty claims based upon historical experience and management’s estimate of the level of future claims. Changes in the estimated amounts recognized in prior years are recorded as an adjustment to the accrued liability and sales in the current year. The accrued liability amount attributable to warranties was $608 thousand as of March 31, 2025. There were no changes to the accrual due to a change in estimate during the current period.10

Warranties – Limited warranties are provided on certain products for varying periods. We record an accrued liability and reduction in sales for estimated future warranty claims based upon historical experience and management’s estimate of the level of future claims. Changes in the estimated amounts recognized in prior years are recorded as an adjustment to the accrued liability and sales in the current year. The accrued liability amount attributable to warranties was $556 thousand as of June 30, 2025. There were no changes to the accrual due to a change in estimate during the current period.

Customer Allowances – Customer allowances are common practice in the industries in which the Company operates. These agreements are typically in the form of advertising subsidies, volume rebates and catalog allowances and are accounted for as a reduction to gross sales. The Company reviews such allowances on an ongoing basis and accruals are adjusted, if necessary, as additional information becomes available.

Contract Balances – Amounts relating to returns and customer allowances create contract liabilities, which were $5,~~629~~025 thousand, $6,708 thousand and $5,325 thousand as of ~~March~~June 3130, 2025, December 31, 2024, and December 31, 2023.

Disaggregation of Revenue – We generate revenue from the sale of widely recognized sporting goods brands in basketball goals, archery, indoor and outdoor game recreation and fitness products. These products are sold through multiple sales channels that include: mass merchants, specialty dealers, key on-line retailers (“E-commerce”) and international. The following table depicts the disaggregation of revenue according to sales channel:

	Three Months Ended				Six Months Ended
All Amounts in Thousands	~~March~~June 3130, 2025		~~March~~June 3130, 2024		June 30, 2025		June 30, 2024
Gross Sales by Channel:
Mass Merchants	$	2017,~~178~~332	$	2119,~~025~~127	$	37,510	$	40,152
Specialty Dealers		2017,~~567~~644		2021,~~995~~278		38,211		42,273
E-commerce		1622,~~264~~500		1825,~~363~~442		38,764		43,805
International		32,~~698~~792		23,~~856~~668		6,490		6,524
Other		~~801~~845		~~808~~994		1,646		1,802
Total Gross Sales		61,~~508~~113		6470,~~047~~509		122,621		134,556
Less: Gross-to-Net Sales Adjustments
Returns		1,~~540~~547		1,~~836~~965		3,087		3,801
Warranties		~~373~~159		~~445~~410		532		855
Customer Allowances		45,~~116~~074		45,~~462~~608		9,190		10,070
Total Gross-to-Net Sales Adjustments		6,~~029~~780		67,~~743~~983		12,809		14,726
Total Net Sales	$	5554,~~479~~333	$	5762,~~304~~526	$	109,812	$	119,830

Note K – Leases

We have operating leases for office, manufacturing and distribution facilities as well as for certain equipment. Our leases have remaining lease terms of 1 year to 4 years. As of ~~March~~June 3130, 2025, the Company has not entered into any lease arrangements classified as a finance lease.

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities and operating lease liabilities on our consolidated balance sheet. The Company has elected an accounting policy to not recognize short-term leases (one year or less) on the balance sheet. The Company also elected the package of practical expedients which applies to leases that commenced before the adoption date. By electing the package of practical expedients, the Company did not need to reassess the following; whether any existing contracts are or contain leases, the lease classification for any existing leases and initial direct costs for any existing leases.

1011

ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. When the implicit rate of the lease is not provided or cannot be determined, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. Lease terms may include options to extend or terminate the lease and are recognized in the presentation of the ROU assets and operating lease liabilities when it is reasonably certain that we will exercise those options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Components of lease expense and other information is as follows:

	Three Months Ended						Six Months Ended
All Amounts in Thousands	~~March~~June 3130, 2025			~~March~~June 3130, 2024			June 30, 2025		June 30, 2024
Lease Expense
Operating Lease Cost	$	~~133~~153		$	~~375~~376		$	286	$	751
Short-term Lease Cost		~~228~~314			~~357~~382			542		739
Variable Lease Cost		4258			~~165~~143			100		308
Total Operating Lease Cost	$	~~403~~525		$	~~897~~901		$	928	$	1,798
Operating Lease – Operating Cash Flows	$	~~136~~155		$	~~255~~260		$	291	$	515
Weighted Average Remaining Lease Term – Operating Leases (years)		2.64			7.89
New ROU Assets – Operating Leases	$	487		$	52		$	487	$	52
Weighted Average Discount Rate – Operating Leases		6.26	%		5.20	%

~~Future~~Other ~~minimum~~information about lease ~~payments~~amounts ~~under~~recognized ~~non-cancellable~~in ~~leases~~our asconsolidated ofcondensed ~~March~~financial ~~31,~~statements ~~2025~~are ~~were~~summarized as follows:

All Amounts in Thousands
	Six Months Ended
Year 1	$	370
All Amounts in Thousands	June 30, 2025			June 30, 2024
Year 2		442
Weighted Average Remaining Lease Term – Operating Leases (in years)	3.20			7.67
Year 3		334
Weighted Average Discount Rate – Operating Leases		6.61	%		5.19	%
Year 4		65
Year 5		–
Thereafter		–
Total future minimum lease payments		1,211
Less imputed interest		(98	)
Total	$	1,113
Reported as of March 31, 2025
Current operating lease liabilities		426
Long-term operating lease liabilities		687
Total	$	1,113

Future minimum lease payments under non-cancellable leases as of June 30, 2025 were as follows:

All Amounts in Thousands

Remainder of Year 1	$	298
Year 2		557
Year 3		449
Year 4		179
Year 5		112
Thereafter		41
Total future minimum lease payments		1,636
Less imputed interest		(167	)
Total	$	1,469

Reported as of June 30, 2025
Current operating lease liabilities		496
Long-term operating lease liabilities		973
Total	$	1,469

Note L – Commitments and Contingencies

The Company is involved in litigation arising in the normal course of its business, but the Company does not believe the disposition or ultimate resolution of such claims or lawsuits will have a material adverse effect on the business or financial condition of the Company. Based on current information, available insurance coverage and established reserves, the Company believes that the eventual outcome of existing litigation against the Company will not, individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial position. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be material to the Company’s results of operations for any particular period, depending, in part, upon the size of the loss or liability imposed and the operating results for the applicable period.

Note M – Debt

On October 11, 2024, the Company entered into the Fifth Amendment (the “Fifth Amendment”) to its Amended and Restated Credit Agreement with its issuing bank, JPMorgan Chase Bank, N.A. and the other lenders identified therein (the “Restated Credit Agreement”). The Fifth Amendment eliminated the fixed charge coverage ratio covenant and related provisions. The fixed charge ratio covenant was replaced by a new minimum interest coverage ratio covenant of 3.50 to 1:00 effective September 30, 2024. Under the terms of the Fifth Amendment, the Company and the Lender also agreed to decrease the maximum availability under the senior revolving credit facility from $75.0 million to $60.0 million, but added an accordion feature that could increase the facility in an amount not to exceed $85.0 million. The Fifth Amendment further revised the restricted payments covenant to provide that if at any time the Company’s Funded Debt to EBITDA Ratio would exceed 1.75 to 1.0, then the aggregate combined total of cash dividends and Company share repurchases may not exceed $12.0 million in any trailing twelve month period.

The Company was in compliance with the debt covenants set forth in the Restated Credit Agreement as of ~~March~~June 3130, 2025.

As of ~~March~~June 3130, 2025, the outstanding principal amount of the term loan was $2322.80 million and total amount drawn under the Revolving Facility was zero.

Note N – Provision for Taxes

The effective tax rate for the three months ending ~~March~~June 3130, 2025 was 2325.8% compared to 23.8% for the same three month period last year. The effective tax rate for the first six months ending June 30, 2025 was 24.7% compared to 23.8% for the same period last year.

12Note O – Subsequent Events

On July 4, 2024, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA includes changes such as provisions allowing accelerated tax deductions for qualified property and research expenditures and provides permanent extensions of certain expiring provisions of the Tax Cuts and Jobs Act. We are currently evaluating the impact of the OBBBA to our consolidated financial statements.

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. All statements, other than statements of historical fact, are forward-looking statements. These statements relate to our financial condition, results of operations, plans, objectives, future performance, capital actions or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “potential,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties. These risks include, but are not limited to: Escalade’s ability to achieve its business objectives; Escalade’s plans and expectations surrounding the transition to its new Chief Executive Officer and all potential related effects and consequences; Escalade’s ability to successfully implement actions to lessen the potential impacts of tariffs, a potential trade war with China and other trade restrictions applicable to our products and raw materials, including impacts on the costs of producing our goods, importing products and materials into our markets for sale, and on the pricing of our products; our international operations, including any related to political uncertainty and geopolitical tensions; Escalade’s ability to successfully achieve the anticipated results of strategic transactions, including the integration of the operations of acquired assets and businesses and of divestitures or discontinuances of certain operations, assets, brands, and products; the continuation and development of key customer, supplier, licensing and other business relationships; Escalade’s ~~plans~~ability ~~and expectations surrounding the transition~~ to protect its ~~new~~intellectual ~~Chief Executive Officer and all potential related effects and consequences~~property; Escalade’s ability to develop and implement our own direct to consumer e-commerce distribution channel; the impact of competitive products and pricing; product demand and market acceptance; new product development; Escalade’s ability to successfully negotiate the shifting retail environment and changes in consumer buying habits; the financial health of our customers; disruptions or delays in our business operations, including without limitation disruptions or delays in our supply chain, arising from political unrest, war, terrorist attacks, labor strikes, natural disasters, public health crises such as the coronavirus pandemic, and other events and circumstances beyond our control; the evaluation and implementation of remediation efforts designed and implemented to enhance the Company’s control environment; the potential identification of one or more additional material weaknesses in the Company’s internal control of which the Company is not currently aware or that have not yet been detected; Escalade’s ability to control costs, including managing inventory levels; Escalade’s ability to successfully implement actions to lessen the potential impacts of tariffs and other trade restrictions applicable to our products and raw materials, including impacts on the costs of producing our goods, importing products and materials into our markets for sale, and on the pricing of our products; our international operations, including any related to political uncertainty and geopolitical tensions; general economic conditions, including inflationary pressures; fluctuation in operating results; changes in foreign currency exchange rates; changes in the securities markets; continued listing of the Company’s common stock on the NASDAQ Global Market; the Company’s inclusion or exclusion from certain market indices; Escalade’s ability to obtain financing, to maintain compliance with the terms of such financing and to manage debt levels; the availability, integration and effective operation of information systems and other technology, and the potential interruption of such systems or technology; the potential impact of actual or perceived defects in, or safety of, our products, including any impact of product recalls or legal or regulatory claims, proceedings or investigations involving our products; risks related to data security of privacy breaches; the potential impact of regulatory claims, proceedings or investigations involving our products; Escalade’s use of estimates in its financial reporting as well as in its forward looking statements; 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, the Company, we, us or our) is focused on growing its Sporting Goods business through organic growth of existing categories, strategic acquisitions, and new product development. The Sporting Goods business competes in a variety of categories including basketball goals, archery, billiards, indoor and outdoor game recreation and fitness products. Strong brands and on-going investment in product development provide a solid foundation for building customer loyalty and continued growth.

Within the sporting goods industry, the Company has successfully built a robust market presence in several niche markets. This strategy is heavily dependent on expanding our customer base, barriers to entry, strong brands, excellent customer service and a commitment to innovation. A key strategic advantage is the Company’s established relationships with major customers that allow the Company to bring new products to market in a cost effective manner while maintaining a diversified portfolio of products to meet the demands of consumers. In addition to strategic customer relations, the Company has substantial manufacturing and import experience that enable it to be a low cost supplier.

To enhance growth opportunities, the Company has focused on promoting new product innovation and development and brand marketing. In addition, the Company has embarked on a strategy of acquiring companies or product lines that complement or expand the Company's existing product lines or provide expansion into new or emerging categories in sporting goods. A key objective is the acquisition of product lines with barriers to entry that the Company can take to market through its established distribution channels or through new market channels. Significant synergies are achieved through assimilation of acquired product lines into the existing Company structure.

Management believes that key indicators in measuring the success of these strategies are revenue growth, earnings growth, new product introductions, and the expansion of channels of distribution.

The United States Government has ~~recently~~continued ~~made~~making anew ~~series of~~ announcements concerning tariffs enacted and/or proposed to be enacted on the importation of goods into the United States ~~including~~as awell ~~baseline~~as ~~tariff~~negotiations ~~rate~~of ~~and~~trade ~~individualized~~agreements ~~higher~~to ~~rates~~potentially onreplace ~~many~~such ~~countries~~tariffs. ~~including~~Although ~~countries that supply goods to~~ the ~~Company,~~United ~~including~~States ~~China~~has ~~from~~begun ~~which~~to ~~the~~negotiate ~~Company~~reciprocal ~~imports~~trade aagreements ~~substantial~~with ~~amount~~several ofnations, ~~goods.~~few ~~Some~~agreements ~~countries~~ have ~~indicated~~been afinalized ~~willingness~~ to ~~negotiate~~date ~~reciprocal trade agreements~~ and the administration has ~~also~~ paused or modified many of its announced tariffs leading to uncertainty with respect to which tariffs may apply and the size and scope of such tariffs. ~~Other~~While ~~countries,~~the ~~such~~United asStates and China, have announced agreements on certain trade frameworks and have backed off of previously announced retaliatory tariffs and other restrictive measures, tothe ~~which~~details ~~the~~of ~~administration~~these ~~has~~agreements ~~responded~~have innot ~~kind~~been ~~leading~~fully todisclosed and concerns ofover a ~~sustained~~potential trade war have persisted. Although the Company has engaged in actions to mitigate the potential impacts from tariffs and other economic pressures such as inflation and supply chain disruptions, it may not be able to effectively protect itself from these risks. Tariffs, a potential trade war with China and other restrictions on trade could result in increased costs and/or the unavailability of goods purchased by the Company, which in turn may result in lower profitability and/or a decline in sales as well as the loss of goodwill among customers. General economic conditions, inflation, recessionary fears, rising interest rates, changes in the housing market and declining consumer confidence also may impact the Company adversely. Management cannot predict the full impact of these factors on the Company. Due to the above circumstances and as described generally in this Form 10-Q, the Company’s results of operations for the period ended ~~March~~June 3130, 2025 are not necessarily indicative of the results to be expected for fiscal year 2025.

Results of Operations

The following schedule sets forth certain consolidated statement of operations data as a percentage of net revenue:

	Three Months Ended						Six Months Ended
	March 31, 2025			March 31, 2024
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Net revenue		100.0%	%		100.0%	%		100.0	%		100.0	%
Cost of products sold		7375.3%	%		75.0%8	%		74.3	%		75.4	%
Gross margin		2624.7%	%		2524.0%2	%		25.7	%		24.6	%
Selling, administrative and general expenses		1918.1%9	%		1816.7%1	%		19.0	%		17.3	%
Amortization		1.0%	%		1.0%	%		1.0	%		1.0	%
Operating income		64.6%8	%		57.3%1	%		5.7	%		6.3	%

Revenue and Gross Margin

Sales decreased 313.21% for the ~~first~~second quarter of 2025, compared with the same period in the prior year. Sales decreased primarily due to softer market demand ~~for~~across ~~basketball~~most ~~and~~categories, ~~table~~including ~~tennis~~delayed ~~products~~customer shipments due to tariff volatility, partially offset by anmarket ~~increase~~share ingains ~~demand~~within ~~for~~the ~~archery and~~ safety ~~products~~category.

~~Gross~~For ~~margin~~the ~~increased~~six tomonths ~~26.7%~~ended ~~for~~June ~~the~~30, ~~first quarter of~~ 2025, ~~compared~~net tosales 25decreased 8.04% ~~for~~compared with the same period in ~~2024~~the ~~primarily~~prior year, driven by ~~lower~~the ~~fixed~~same ~~costs~~factors ~~and~~that ~~decreased~~impacted ~~inventory~~the ~~storage~~second ~~and handling costs~~quarter.

Gross margin increased 56 basis points to 24.7% for the second quarter of 2025 compared to 24.2% for the same period in 2024 primarily driven by lower fixed costs and decreased inventory storage and handling costs, partially offset by tariff-related costs and unfavorable product mix. For the six months ended June 30, 2025, gross margin increased to 25.7% compared to 24.6% for the same period in 2024 driven by the favorable impact of lower fixed costs, partially offset by tariff-related costs and an unfavorable product mix.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (SG&A) were $10.62 million for the ~~first~~second quarter of 2025 compared to $10.71 million for the same period in the prior year, aan ~~decrease~~increase of $0.1 million or 1.28%. SG&A as a percent of sales is 1918.19% for the ~~first~~second quarter of 2025 compared with 1816.71% for the same period in the prior year.

For the six months ended June 30, 2025, SG&A were $20.8 million compared to $20.8 million for the same period in the prior year.

Provision (Benefit) for Income Taxes

The effective tax rate for the ~~first~~ three months ofending June 30, 2025 ~~and~~was ~~2024~~25.8% compared to 23.8% for the same three month period last year. The effective tax rate for the first six months ending June 30, 2025 was 24.7% compared to 23.8% for the same period last year.

Financial Condition and Liquidity

Total debt atas ~~the end~~ of ~~the~~June ~~first~~30, ~~three months of~~ 2025 was $2322.80 million, a decrease of $13.86 million from December 31, 2024. The following schedule summarizes the Company’s total debt:

In thousands	~~March~~June 3130, 2025		December 31, 2024		~~March~~June 3130, 2024
Current portion of long-term debt	$	7,143	$	7,143	$	7,143
Long term debt		1614,~~667~~881		18,452		4636,~~383~~024
Total Debt	$	2322,~~810~~024	$	25,595	$	5343,~~526~~167

As a percentage of stockholders’ equity, total debt was 1413.1%, 15.1% and 3226.50% at ~~March~~June 3130, 2025, December 31, 2024, and ~~March~~June 3130, 2024 respectively.

The Company was in compliance with the debt covenants set forth in the Restated Credit Agreement as of ~~March~~June 3130, 2025.

As of ~~March~~June 3130, 2025, the outstanding principal amount of the term loan was $2322.80 million and total amount drawn under the Revolving Facility was zero.

The Company funds working capital requirements and shareholder dividends through operating cash flows and revolving credit agreements with its Lenders. The Company expects that cash generated from its 2025 operations and its access to adequate levels of revolving credit will provide it with sufficient cash flows for its operations and to meet growth needs.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Required.

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 Rules 13a-15(e) and 15d-15(e). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, could 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.

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 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.

Remediation of Previously Reported Material Weakness

As previously reported in Part II, Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2024, in connection with our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, we identified control deficiencies with respect to segregation of duties conflicts. During the year ended December 31, 2024, certain material estimates / calculations continued to be prepared or compiled by the CFO. Because of this individual being the CFO there is not an individual in a supervisory role reviewing these estimates and calculations. Accordingly, this represents a continued material weakness in our controls over the period end close process involving segregation of duties conflicts.

This material weakness did not result in a misstatement of the Company’s financial statements; however, it could have resulted in misstatements of interim or annual consolidated financial statements and disclosures that would result in a material misstatement that would not be prevented or detected.

In response to the material weakness discussed above, we redistributed the work previously performed by the CFO so that the material estimates and calculations were performed by others within the accounting team and then were reviewed and approved by the CFO. As of March 31, 2025, with the completion of remediation efforts previously discussed, we have successfully remediated the material weakness.

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 ~~first~~second quarter of 2025.

~~Other~~There ~~than the completed remediation efforts described above, there~~ have been no changes to the Company’s internal control over financial reporting that occurred since the beginning of the Company’s ~~first~~second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

Refer to Note L of the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 for information regarding legal proceedings.

Item 1A. RISK FACTORS.

In addition to the other information set forth in this report, you should carefully consider the risks and uncertainties disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These risks and uncertainties could materially and adversely affect our business, consolidated financial condition, results of operations, or cash flows. Our operations could also be affected by additional risks or uncertainties that are not presently known to us or that we currently do not consider material to our business. As of the date of this filing, there have been no material changes in our risk factors from those disclosed in the above-referenced Form 10-K, which risk factors are incorporated herein by reference.

1617

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

c) Issuer Purchases of Equity Securities

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Share purchases prior to 12/31/2024 under the current repurchase program.		2,297,715	$	13.50		2,297,715	$	1,958,823
Share purchases prior to 3/31/2025 under the current repurchase program.		2,389,791		$13.55		2,389,791		$19,924,407
First quarter purchases:
Second quarter purchases:
1/1/2025-1/31/2025		55,962	$	14.85		2,353,677	$	1,127,909
4/1/2025-4/30/2025		48,141		$14.76		2,437,932		$19,214,022
2/1/2025-2/28/2025		31,030	$	15.29		2,384,707	$	20,000,000
5/1/2025-5/31/2025		5,384		$14.90		2,443,316		$19,133,817
3/1/2025-3/31/2025		5,084	$	14.87		2,389,791	$	19,924,407
6/1/2025-6/30/2025	None		None		No Change		No Change
Total share purchases under the current program		2,~~389~~443,~~791~~316	$	$13.5558		2,~~389~~443,~~791~~316	$	$19,~~924~~133,~~407~~817

The Company has one stock repurchase program which was established in February 2003 by the Board of Directors and which initially authorized management to expend up to $3,000,000 to repurchase shares on the open market as well as in private negotiated transactions. Since the program’s inception, the Board has replenished and increased the dollar amount of authorized stock repurchases on multiple occasions. Most recently, in February 2025, the Board of Directors increased the stock repurchase program to $20,000,000. From its inception date through ~~March~~June 3130, 2025, the Company has repurchased 2,~~389~~443,~~791~~316 shares of its common stock under this repurchase program for an aggregate price of $3233,~~387~~178,~~923~~513. The repurchase program has no termination date and there have been no share repurchases that were not part of a publicly announced program.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

Item 5. OTHER INFORMATION.

None.

1718

Item 6. EXHIBITS

Number	Description
3.1	Articles of Incorporation of Escalade, Incorporated. Incorporated by reference from Exhibit 3.1 to the Company’s 2007 First Quarter Report on Form 10-Q filed on April 13, 2007.
3.2	Amended By-laws of Escalade, Incorporated, as amended August 10, 2022. Incorporated by reference from Exhibit 3.2 to the Company’s 2022 Third Quarter Report on Form 10-Q filed on October 27, 2022.
10.1	Offer Letter executed January 31, 2025, by and between Armin Boehm and Escalade, Incorporated. Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 6, 2025.
10.2	Executive Severance Agreement executed January 31, 2025, to be effective as of April 1, 2025, by and between Armin Boehm and Escalade, Incorporated. Incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 6, 2025.
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.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

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

	ESCALADE, INCORPORATED



Date: August 1, 2025	By:	/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)

Date: May 5, 2025	/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)

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