Escalade Inc NT 10-K, filed Mar 18, 2024
Escalade Inc (ESCA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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☒ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
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☐ Form 10-Q |
☐ Form 10-D |
☐ Form N-CEN |
☐ Form N-CSR |
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For Period Ended: December 31, 2023 |
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Transition Report on Form 10-K |
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Transition Report on Form 20-F |
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Transition Report on Form 11-K |
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Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this Form shall be construed to imply that the Commission has verified any |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
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Escalade, Incorporated |
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Full Name of Registrant |
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N/A |
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Former Name if Applicable |
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817 Maxwell Avenue |
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Address of Principal Executive Office (Street and Number) |
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Evansville, IN 47711 |
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City, State and Zip Code |
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SEC 1344 (06-19) |
Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number. |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Escalade, Incorporated (the “Company”) has determined that it is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) within the time period prescribed without unreasonable effort or expense due to the circumstances described below.
As previously disclosed, the Company has identified certain deficiencies in its internal control over financial reporting related to (i) information technology general controls, (ii) controls over the period end close process, (iii) documentation and design of controls related to various key financial statement accounts and assertions, and (iv) the monitoring of the Company’s internal control framework. Management determined these deficiencies represent material weaknesses in its internal control over financial reporting. As a result of the material weaknesses, the Company’s disclosure controls and procedures and internal control over financial reporting is ineffective as of December 31, 2023.
The evaluation of the Company’s internal control over financial reporting and its disclosure controls and procedures, requires significant resources from the Company’s financial, accounting, and administrative personnel. Time is required by the Company to complete certain items with respect to its financial statement preparation and review processes, including management’s assessment of the effectiveness of the Company’s internal control over financial reporting for the period covered by the 2023 Annual Report.
For the foregoing reasons, the Company’s management needs additional time to complete its evaluation. The Company expects to file the 2023 Annual Report as soon as is reasonably practicable but no later than April 1, 2024.
Cautionary Note Regarding Forward-Looking Statements
This Form 12b-25 contains forward-looking statements, which are statements that relate to the future and are, by their nature, uncertain. Words such as “expect,” “will,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the beliefs and expectations of the Company’s management relating to the timing of the filing of the 2023 Annual Report and the results of the Company’s ongoing assessment of the effectiveness of its internal controls. These forward-looking statements are not guarantees of future results or outcomes and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. Important factors that may cause actual results or outcomes to differ materially from those in the forward-looking statements include the time and effort required to complete its assessment of the effectiveness of its internal control over financial reporting; the possibility that the ongoing review of its results of internal controls over financial reporting may identify additional errors or control deficiencies in the company’s accounting practices; and risks relating to the substantial costs and diversion of personnel’s attention and resources deployed to address these matters. We do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulations.
PART IV — OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification |
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Stephen R. Wawrin |
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467-1200 |
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(Name) |
(Area Code) |
(Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
As a result of the matters described in Part III above, the information set forth below remains subject to change in connection with the completion of the Form 10-K and may differ from the results that are ultimately reflected in the financial statements to be included in the Form 10-K when filed.
The Company anticipates that there will be changes in results of operations from fiscal year 2022 that will be reflected by the earnings statements to be included in the Form 10-K. The Company expects to report declines in net sales, operating income, net income and earnings per share as compared to 2022. The Company believes these decreases are primarily due to consumer demand for its products falling from COVID-19 peak levels, notwithstanding that the Company’s sales in most of its product categories remain higher than pre-COVID-19 levels. Due to the ongoing independent review of the matters described in Part III above, the Company at this time cannot provide estimates of the amounts of the anticipated changes because the independent review has not been fully completed. |
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Escalade, Incorporated |
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(Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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March 18, 2024 |
By: |
/s/ Stephen R. Wawrin |
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Chief Financial Officer |
INSTRUCTION: The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the Form.
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations] (See 18 U.S.C. 1001). |