ESCALADE INC: Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)


Item 2.03 – Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On July 18, 2022, Climbing, Incorporated (the “Company”) and its wholly owned subsidiary, Indian Industries, Inc. (“Indian”), has entered into the first amendment (the “First Amendment”) to the Amended and Restated Credit Agreement dated
January 21, 2022 between the Company, the Indians, their national affiliates, the lenders parties thereto (the “Lenders”), and JPMorgan Chase Bank, North America., as Administrative Agent and as Lender (the “Credit Agreement”). This Form 8-K outlines the major changes made to the Credit Agreement upon entering the First Amendment.

Under the terms of the First Amendment, the lenders increased the maximum availability under the Senior Revolving Credit Facility to $65,000,000 at
$75,000,000 in accordance with the accordion clause of the credit agreement. 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 re-borrow prior to the Revolving Loan Maturity Date. The First Amendment also adjusted the financial covenant of the funded debt to EBITDA ratio to 3:00 to 1:00 at the end of the Company’s third and fourth quarters of fiscal 2022.

The Company’s indebtedness under the Credit Agreement continues to be secured by liens on all present and future equity of each of the Company’s domestic and Indian subsidiaries and on substantially all Company assets (excluding real estate). Each direct and indirect domestic subsidiary of the Company and Indian has secured its indebtedness security under the revolving facility with a first ranking security and lien over all assets of such subsidiary. Obligations, warranties, liens and other interests granted by the Company, Indian, and their national subsidiaries remain in full force and effect.

Forward-looking statements

This report contains forward-looking statements relating to present or future trends or factors that are subject to risks and uncertainties. These risks include, but are not limited to: specific and aggregate impacts of the global COVID-19 pandemic on the Company’s financial condition and results of operations; the impact of competitive products and prices; product demand and market acceptance; development of new products; the Company’s ability to achieve its business objectives, particularly with respect to its sporting goods business on which it has chosen to focus; the Company’s ability to successfully achieve the anticipated results of strategic transactions, including the integration of operations of acquired assets and businesses and divestitures or exits of certain operations, assets, brands and products; pursuing and developing key customers, suppliers, licenses and other business relationships; the Company’s ability to develop and implement its own direct-to-consumer e-commerce distribution channel; the Company’s ability to successfully negotiate changes in the retail environment and changes in consumer buying habits; the financial health of the Company’s customers; disruptions or delays in the Company’s business operations, including, without limitation, disruptions or delays in its supply chain, resulting from political unrest, wars, strikes, natural disasters, health crises public such as the coronavirus pandemic and other events and circumstances beyond its control; the Company’s ability to control costs; the Company’s ability to successfully implement actions aimed at mitigating the potential impacts of tariffs and other trade restrictions applicable to its products and raw materials, including impacts on the production costs of its goods, the importation of products and materials in its markets for sale, and on the prices of its products; general economic conditions; fluctuation in operating results; changes in currency exchange rates; changes in the securities markets; the continued listing of the Company’s common stock on the NASDAQ Global Market; the Company no longer being part of certain stock market indices such as the Russell 2000; the Company’s ability to obtain financing and maintain compliance with the terms of such financing; the availability, integration and effective operation of information systems and other technologies, and the potential disruption of such systems or technologies; data security risks of privacy breaches; and other risks detailed from time to time in the Company’s filings with the Security and Exchange Commission. The Company’s future financial performance could differ materially from management’s expectations contained herein. The Company undertakes no obligation to issue revisions to these forward-looking statements after the date of this report.


Item 9.01 Financial statements and supporting documents

(d) Exhibits

Description of the exhibition

10.1       First Amended dated July 18, 2022 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

104      Cover Page Interactive Data File, formatted Inline
         Extensible Business Reporting Language (iXBRL)

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