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 |
23.3 | Consent of Grant Thornton Sweden AB |
31.3 | Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification |
31.4 | Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification |
32.3 | Chief Executive Officer Section 1350 Certification |
32.4 | Chief Financial Officer Section 1350 Certification |
99.1 | Stiga 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 |
2 |
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) |
3 |