Item 1.01 - Entry into a Material Definitive Agreement
On
Indian has agreed to purchase the Brunswick Billiards assets for a purchase
price of
The closing of the acquisition is subject to various conditions and is expected to occur prior to the end of January. The Company anticipates that the funds needed to consummate the acquisition will come from cash on hand and/or borrowings under the Company's credit facilities.
The foregoing summary of the material terms of the Purchase Agreement is qualified in its entirety by the Purchase Agreement filed as Exhibit 10.1 to this Form 8-K.
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 overall impacts of the COVID-19
global pandemic on Escalade's financial condition and results of operations;
Escalade's plans and expectations surrounding the transition to its new Chief
Executive Officer and all potential related effects and consequences; the impact
of competitive products and pricing; product demand and market acceptance; new
product development; Escalade's ability to achieve its business objectives,
especially with respect to its Sporting Goods business on which it has chosen to
focus; Escalade's ability to successfully achieve the anticipated results of
strategic transactions, including the integration of the operations of acquired
assets and businesses and of divestitures or discontinuances of certain
operations, assets, brands, and products; the continuation and development of
key customer, supplier, licensing and other business relationships; Escalade's
ability to develop and implement our own direct to consumer e-commerce
distribution channel; Escalade's ability to successfully negotiate the shifting
retail environment and changes in consumer buying habits; the financial health
of our customers; disruptions or delays in our business operations, including
without limitation disruptions or delays in our supply chain, arising from
political unrest, war, labor strikes, natural disasters, public health crises
such as the coronavirus pandemic, and other events and circumstances beyond our
control; Escalade's ability to control costs; Escalade's ability to successfully
implement actions to lessen the potential impacts of tariffs and other trade
restrictions applicable to our products and raw materials, including impacts on
the costs of producing our goods, importing products and materials into our
markets for sale, and on the pricing of our products; general economic
conditions; fluctuation in operating results; changes in foreign currency
exchange rates; changes in the securities markets; Escalade's ability to obtain
financing and to maintain compliance with the terms of such financing; the
availability, integration and effective operation of information systems and
other technology, and the potential interruption of such systems or technology;
risks related to data security of privacy breaches; and other risks detailed
from time to time in Escalade's filings with the
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Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
10.1 Asset Purchase Agreement datedDecember 30, 2021 , by and betweenIndian Industries, Inc. d/b/aEscalade Sports andLife Fitness, LLC (excluding exhibits and schedules which Escalade has determined are not material) 99.1 Press Release datedJanuary 3, 2022 104 Cover Page Interactive Data File, formatted Inline Extensible Business Reporting Language (iXBRL) 3
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