Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May 8, 2023, Escalade, Incorporated (the "Company") and its wholly owned
subsidiary, Indian Industries, Inc. ("Indian"), entered into the Third Amendment
(the "Third Amendment") to the Amended and Restated Credit Agreement dated as of
January 21, 2022 among the Company, Indian, their domestic subsidiaries, the
lenders party thereto (the "Lenders"), and JPMorgan Chase Bank, N.A., as
Administrative Agent and as a Lender (the "Credit Agreement"). This Form 8-K
describes the primary changes made to the Credit Agreement upon entry into the
Third Amendment.
The Third Amendment adjusted the funded debt to EBITDA ratio financial covenant
to 4:25 to 1:00 as of the end of the Company's second fiscal quarter of 2023,
3:00 to 1:00 as of the end of the Company's third fiscal quarter of 2023, and
2:75 to 1:00 as of the end of the Company's fourth fiscal quarter of 2023 and
thereafter. The Third Amendment adjusted the fixed charge coverage ratio
covenant to 1:10 to 1:00 commencing as of the Company's fourth fiscal quarter of
2023 and 1:25 to 1:00 as of the end of the Company's first fiscal quarter of
2024 and thereafter. For the Company's second and third fiscal quarters in 2023,
the Third Amendment suspended the fixed charge coverage ratio covenant and added
a minimum EBITDA covenant of $22.5 million as of the end of each such fiscal
quarter. The Third Amendment waived compliance with the funded debt to EBITDA
ratio financial covenant and the minimum fixed charge coverage ratio
requirements for the Company's first fiscal quarter of 2023. Under the terms of
the Third Amendment, the Company and the Lenders also agreed to decrease the
maximum availability under the senior revolving credit facility from $90.0
million to $75.0 million, upon the consummation of the sale of the Company's
Mexican subsidiary and the dissolution of Escalade Insurance, Inc. The proceeds
from such sale and dissolution, respectively, will be used to partially prepay
the amounts outstanding under the revolving credit facility.
The maturity date of the revolving credit facility remains January 21, 2027. The
Company may prepay the Revolving Facility, in whole or in part, and reborrow
prior to the revolving loan maturity date. The Company's indebtedness under the
Credit Agreement continues to be collateralized by liens on all of the present
and future equity of each of the Company's and Indian's domestic subsidiaries
and substantially all of the assets of the Company (excluding real estate). Each
direct and indirect domestic subsidiary of the Company and Indian has secured
its guaranty of indebtedness incurred under the revolving facility with a first
priority security interest and lien on all of such subsidiary's assets. The
obligations, guarantees, liens and other interests granted by the Company,
Indian, and their domestic subsidiaries continues in full force and effect.
Item 2.02 Results of Operations and Financial Condition.
On May 9, 2023, Escalade, Incorporated ("Escalade") issued the press release
attached hereto as Exhibit 99.1 announcing financial information regarding
Escalade's first quarter results for 2023.
The information under this Item 2.02 shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
incorporated by reference into a filing under the Securities Act of 1933 or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
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Item 8.01 Other Events.
On May 9, 2023, the Board of Directors of Escalade announced that a quarterly
dividend of fifteen cents $0.15 per share would be paid to all shareholders of
record on June 12, 2023 and disbursed on June 19, 2023.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
10.1 Third Amendment dated May 8, 2023 to Amended and Restated
Credit Agreement dated as of January 21, 2022 among
Escalade, Incorporated, Indian Industries, Inc., each of
their domestic subsidiaries, the lenders party thereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent
99.1 Press release dated May 9, 2023
104 Cover Page Interactive Data File, formatted in Inline
Extensible Business Reporting Language (iXBRL).
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