United States

Securities and Exchange Commission
Washington, D.C. 20549

Form 10-K/A

(Amendment #1)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 26, 2015

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 of incorporation)

13-2739290

(I.R.S. EIN)

 

817 Maxwell Ave, Evansville, Indiana

(Address of Principal Executive Office)

47711

(Zip Code)

 

812-467-4449

(Registrant's Telephone Number)

 

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

 

Common Stock, No Par Value

(Title of Class)

The NASDAQ Stock Market LLC

(Name of Exchange on Which Registered)

 

Securities registered pursuant to section 12(g) of the Act: NONE

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act

Yes ¨ No x

 

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 check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

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

 

Large accelerated filer ¨   Accelerated filer x

 

Non-accelerated filer ¨ (do not
check if a smaller reporting company)
  Smaller reporting company ¨

 

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

Yes ¨ No x

 

Aggregate market value of common stock held by nonaffiliates of the registrant as of July 11, 2015 based on the closing sale price as reported on the NASDAQ Global Market: $182,549,269

 

The number of shares of Registrant's common stock (no par value) outstanding as of February 17, 2016: 14,190,844.

 

DOCUMENTS INCORPORATED BY REFERENCE

None

 

 

 

 

Explanatory Note

 

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Form 10-K filed by us for the fiscal year ended December 26, 2015, which was originally filed on February 23, 2016 (the “Original 10-K”). Pursuant to Rule 3-09 of SEC Regulation S-X, we are filing this Amendment to include financial statements of our foreign equity method investee, Stiga Sports Group AB, as of December 21, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013. The audited financial statements of this unconsolidated company are filed in this Amendment under Item 15. Exhibits and Financial Statement Schedules.

 

ITEM 15—EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(A)Documents filed as a part of this report:

 

(1)Financial Statements included in Exhibit 99.1 are incorporated by reference

Report of Independent Registered Public Accounting Firm

Consolidated financial statements of Stiga Sports Group AB:

Consolidated income statement – fiscal years ended December 31, 2015, 2014 and 2013

Consolidated balance sheets – December 31, 2015 and 2014

Consolidated cash flow statements – fiscal years ended December 31, 2015, 2014 and 2013

Notes to consolidated financial statements

 

(2)Financial Statement Schedules

Incorporated by reference to the financial statement schedule filed with the Original 10-K. No additional financial statement schedule is filed with this report on Form 10-K/A.

 

(3)Exhibits

 

23.3Consent of Grant Thornton Sweden AB
31.3Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification
31.4Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification
32.3Chief Executive Officer Section 1350 Certification
32.4Chief Financial Officer Section 1350 Certification
99.1Stiga Sports Group AB consolidated financial statements as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013; and Independent Accountant’s Report

 

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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:    June 20, 2016   /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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