##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended June 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
 For
the transition period from ___ to ___
 Commission File No. 1-15289
 COLLEGIATE PACIFIC INC.
  Delaware
    
    22-2795073(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)
 13950 Senlac Drive, Suite 100, Dallas, Texas
    
    75234(Address of Principal Executive Offices)
    
    (Zip Code)
 (972) 243-8100
 Securities Registered Pursuant to Section 12(b) of the Act:
 Name of Each ExchangeTitle of Each Class
    
    On Which RegisteredCommon Stock
    
    American Stock Exchange
 Securities Registered Pursuant to Section 12(g) of the Act:
  o þ
  o þ
  þ o
 þ
  o o þ
 o þ
 The aggregate market value of the voting stock of the registrant held by non-affiliates was
approximately $73,811,347 based on the closing price of such voting stock on December 30, 2005, of
$9.10.
 At September 19, 2006, there were 10,229,160 shares of common stock outstanding.
 DOCUMENTS INCORPORATED BY REFERENCE:




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##### 



Collegiate Pacific Inc.
FORM 10-K
Fiscal Year Ended June 30, 2006
TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business.
    
    
    2Item 1A.
    
    Risk Factors
    
    
    8Item 1B.
    
    Unresolved Staff Comments
    
    
    17Item 2.
    
    Properties.
    
    
    18Item 3.
    
    Legal Proceedings.
    
    
    19Item 4.
    
    Submission of Matters to a Vote of Security Holders.
    
    
    19PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
    
    
    20Item 6.
    
    Selected Financial Data
    
    
    21Item 7.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations.
    
    
    22Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk.
    
    
    37Item 8.
    
    Financial Statements and Supplementary Data.
    
    
    38Item 9.
    
    Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
    
    
    65Item 9A.
    
    Controls and Procedures.
    
    
    65Item 9B.
    
    Other Information.
    
    
    65PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant.
    
    
    66Item 11.
    
    Executive Compensation.
    
    
    71Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
    
    
    73Item 13.
    
    Certain Relationships and Related Transactions.
    
    
    75Item 14.
    
    Principal Accountant Fees and Services.
    
    
    75Item 15.
    
    Exhibits and Financial Statement Schedules.
    
    
    76SIGNATURES
    
    
    
    
    82Credit AgreementLease AgreementThird Amendment to Lease AgreementFourth Amendment to Lease AgreementRatio of Earnings to Fixed ChargesSubsidiariesConsent of Grant Thornton LLPCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO and CFO Pursuant to Section 906




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FORM 10-K ANNUAL REPORT
 This Annual Report on Form 10-K contains forward-looking statements that are based on
Collegiate Pacifics and its consolidated subsidiaries (Collegiate Pacific, we, us, our,
or the Company) current expectations or forecasts of future events. Actual results in future
periods may differ materially from those expressed or implied by those forward-looking statements
because of a number of risks and uncertainties. For a discussion of risk factors affecting
Collegiate Pacifics business and prospects, see Item 1A  Risk Factors.
 Our fiscal year ends on June 30 of each year. Accordingly, references in this report to
fiscal 2004, fiscal 2005,fiscal 2006and fiscal 2007 refer to our fiscal years ended or
ending, as the case may be, June 30, 2004, 2005, 2006 and 2007, respectively.
 
 PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS.
 Our Business
 soft goods
 
    
    our unique, informative catalogs and fliers that we distribute to potential customers;
    
    our strategically located road sales professionals;
    
    our telemarketers;
    
    our appearance at trade shows and other sales events; and
    
    the Internet.
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Acquisition Strategy
    Fiscal 2006
 
    
    Sport Supply Group, Inc. (SSG) in July 2005  an acquisition of 53.2%
of the outstanding capital stock of SSG, a direct marketer and Business-To-Business
(B2B) e-commerce supplier of sporting goods and physical education equipment
to the institutional and youth sports markets. During the second quarter of fiscal
2006, we acquired an additional 20% of the outstanding capital stock of SSG;
    
    Team Print in August 2005  a leading embroiderer and screen printer of
sporting goods apparel and accessories, which was acquired from one of the former
stockholders of Salkeld & Sons, Inc;
 Fiscal 2005
 
    
    Dixie Sporting Goods Co., Inc. (Dixie) in July 2004  a leading
supplier of soft goods and sporting goods equipment throughout the Mid-Atlantic region
of the United States, with a road sales force of approximately 50 employees;
    
    Orlando Team Sports (OTS) in December 2004  a leading supplier of
soft goods and sporting goods equipment throughout the State of Florida with a road
sales force of approximately 15 employees;
    
    Salkeld & Sons, Inc. (Salkeld) in May 2005  a leading supplier of
soft goods and sporting goods equipment throughout the State of Illinois, with a
particular concentration in Chicago and a roads sales force of approximately 20
employees;
 Fiscal 2004
 
    
    Tomark Inc. (Tomark) in January 2004  a marketer, distributor,
manufacturer and installer of sporting goods and related equipment primarily to the
California institutional market with a road sales force of 5 employees; and
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
    
    Kesslers Sport Shop, Inc. (Kesslers) in April 2004  a leading
supplier of soft goods and sporting goods equipment throughout the Mid-West region of
the United States, with a road sales force of approximately 80 employees.
    Corporate History; Additional Information
   SEC
 Products and Services
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Product
    
    Brand NameTeam sports apparel (soft goods)
    
    Nike, Rawlings, Wilson, and

Under ArmourBatting cages, soccer goals, basketball goals
    
    FunNets and Mark OneCamping and related accessories
    
    Mark OneTennis nets and court equipment
    
    EdwardsBaseballs, caps, softballs, bats, gloves and
accessories
    
    Diamond, Mark One, New Era
Ryan Express and WilsonFootball helmets, footballs, pads and accessories
    
    SchuttBasketballs
    
    Mark One and Spalding
 Team Sports Apparel (soft goods). Nike Rawlings, Wilson Under Armour
 Cages, Goals and Camping Equipment FunNets Mark One
 Tennis Edwards Edwards
 Baseball and Softball. Diamond, New Era Wilson Diamond Wilson New Era New Era MarkOne Ryan Express.
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Football. Schutt Schutt
 Basketball. Spalding Spalding MarkOne
 Adidas New Era, Nike Rawlings, Schutt Spalding Wilson Under
Armour Edwards Mark One FunNets New Era
 Sales and Marketing
    Customers
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Seasonal Nature of Business; Backlog
  .
 Manufacturing; Foreign Sourcing and Raw Materials
  
    
    shipment delays;
    
    fluctuations in exchange rates;
    
    increases in import duties;
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
    
    changes in customs regulations;
    
    adverse economic conditions in foreign countries;
    
    social, political and economic instability; and
    
    acts of war and terrorism.
  Competition
  Government Regulation
  Employees
  
 ITEM 1A. RISK FACTORS.
  Our success depends upon our ability to develop new, and enhance our existing relationships with,
customers and suppliers.
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
    
    effectively develop new relationships and maintain and deepen existing
relationships with our suppliers, advertisers and customers;
    
    provide products at competitive prices;
    
    respond to competitive developments;
    
    attract, retain, and motivate qualified personnel; and
    
    anticipate and respond to merchandise trends and consumer demands.
  Our strategic plan, involving growth through the acquisition of other companies, may not succeed.
  
    
    the difficulties related to assimilating the management, products, personnel,
financial controls and other systems of an acquired business and to integrating
distribution and information systems and other operational capabilities;
    
    the difficulties related to combining previously separate businesses into a single
unit;
    
    the substantial diversion of managements attention from day-to-day operations;
    
    the assumption of liabilities of an acquired business, including unforeseen
liabilities;
    
    unanticipated costs associated with business acquisitions;
    
    the failure to realize anticipated benefits, such as cost savings, revenue
enhancements and profitability objectives;
    
    the dilution of existing stockholders due to the issuance of equity securities,
utilization of cash reserves, or incurrence of debt in order to fund the acquisitions;
    
    the potential to have to write-down or write-off the value of acquired assets;
    
    the potentially substantial transaction costs associated with completed
acquisitions or pursuing acquisitions that are not completed;
    
    the loss of any key personnel of the acquired company; and
    
    maintaining customer, supplier or other favorable business relationships of
acquired operations.
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We may be unable to make additional acquisitions on attractive terms or successfully integrate them
into our operations.
  Our success depends on our ability to manage our growth.
  
    
    these resources will be available, or be available in a cost-effective form, to us
which will allow us to sustain growth at the same levels;
    
    our current personnel, systems, procedures, and controls will be adequate to
support our future operations; or
    
    we will identify, hire, train, motivate or manage required personnel.
  We face intense competition and potential competition from companies with greater resources and our
inability to compete effectively with these companies could harm our business.
  
    
    substantially greater financial resources;
    
    a larger customer base;
    
    a broader line of product offerings; and
    
    greater name recognition within the industry.
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We are dependent on competitive pricing from our suppliers.
  The weak financial conditions of some of our customers may adversely affect our business.
  Our financial results vary from quarter to quarter, which could hurt our business and the market
price of our stock.
  
    
    seasonal fluctuations in demand for our products;
    
    the timing and introduction of new products by us and our competitors;
    
    the market acceptance of our products;
    
    the mix of products sold;
    
    the timing of significant orders from and shipments to customers;
    
    the reduction, rescheduling or cancellation of orders by our customers;
    
    product pricing and discounts;
    
    the timing of our acquisitions of other companies and businesses; and
    
    general economic conditions.
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Seasonality of our business may adversely affect our net sales and operating income.
  We depend on key personnel for our future success.
   We depend on international and domestic suppliers.
   
    
    shipment delays;
    
    fluctuation in exchange rates;
    
    increases in import duties;
    
    changes in customs regulations;
    
    adverse economic conditions in foreign countries;
    
    social, political and economic instability; and
    
    acts of war and terrorism.
  We depend on a growing number of domestic suppliers for our finished goods.
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We depend on third-party carriers.
  
    
    shipment delays caused by such carriers;
    
    labor strikes by the employees of such carriers;
    
    increases in shipping costs and postage rates; and
    
    other adverse economic conditions.
  We may be subject to product liability claims if people or property is harmed by the products we
sell.
  We have a material amount of goodwill and may be required to recognize future intangible impairment
charges.
 US GAAP
 Acts of war or terrorism may have an adverse effect on our business.
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Risks Related to our Corporate Structure and Stock
 Our stock price could be subject to significant volatility.
  
    
    the depth and liquidity of the market for our common stock;
    
    investor perception of the Company and the industry within which we compete;
    
    quarterly variations in operating results; and
    
    general economic and market conditions.
  A large number of our outstanding shares and shares to be issued upon exercise of our outstanding
options may be sold into the market in the future, which could cause the market price of our common
stock to drop significantly, even if our business is doing well.
  Three principal stockholders own a significant amount of our outstanding common stock.
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Rights of our stockholders may be negatively affected if we issue any of the shares of preferred
stock, which our Board of Directors has authority to issue.
  Risks Related to the Senior Subordinated Notes Due 2009
 We significantly increased our leverage because of the sale of the notes.
  The notes are subordinated and there are no financial covenants in the indenture.
    We may be unable to repay, repurchase or redeem the notes.
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Provisions of the notes could discourage an acquisition of us by a third party.
  The make whole premium on the notes tendered for repurchase upon a fundamental change may not
adequately compensate the holders for the lost option time value of notes.
  A market may not develop for the notes.
  Conversion of the notes or issuance of additional securities convertible into or exercisable for
shares of our common stock could dilute the ownership of existing stockholders.
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The price at which our common stock may be purchased on the American Stock Exchange is currently
lower than the conversion price of the notes and may remain lower in the future.
  The notes are not rated.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
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ITEM
2. PROPERTIES.
    Lease ExpiresLocation
    
    Type of Facility
    
    Square Footage
    
    or is OwnedDallas, Texas
    
    Warehouse, Production and Distribution
    
    
    88,000
    
    
    
    2007Dallas, Texas
    
    Warehouse, Production and Distribution
    
    
    137,600
    
    
    
    2010Dallas, Texas
    
    Warehouse and Fulfillment
    
    
    181,000
    
    
    
    2010Richmond, Indiana
    
    Warehouse, Production and Distribution
    
    
    76,000
    
    
    
    2009Richmond, Virginia
    
    Warehouse, Production and Distribution
    
    
    37,300
    
    
    
    2008Corona, California
    
    Warehouse, Production and Distribution
    
    
    27,700
    
    
    
    2009Sanford, Florida
    
    Warehouse, Production and Distribution
    
    
    12,000
    
    
    
    2010Bourbonnais, Illinois
    
    Warehouse, Production and Distribution
    
    
    10,000
    
    
    
    2009Bourbonnais, Illinois
    
    Embroidering and Screen Printing
    
    
    16,000
    
    
    
    2010Anniston, Alabama
    
    Manufacturing
    
    
    35,000
    
    
    OwnedAnniston, Alabama
    
    Manufacturing
    
    
    45,000
    
    
    Owned
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ITEM 3. LEGAL PROCEEDINGS.
     
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  - 19 -




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PART II
 
 ITEM
5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.
 Market
  Fiscal 2006
    
    Fiscal 2005Calendar Period
    
    Low
    
    High
    
    Low
    
    HighJuly 1  September 30
    
    $
    10.30
    
    
    $
    12.68
    
    
    $
    8.45
    
    
    $
    11.39October 1  December 31
    
    
    8.71
    
    
    
    11.60
    
    
    
    9.60
    
    
    
    14.75January 1  March 31
    
    
    9.12
    
    
    
    10.85
    
    
    
    10.70
    
    
    
    14.23April 1  June 30
    
    
    9.76
    
    
    
    11.19
    
    
    
    8.73
    
    
    
    11.40
 Holders
  Dividends
  Transfer Agent, Registrar and Dividend Disbursing Agent for Common Stock
 
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ITEM 6. SELECTED FINANCIAL DATA.
  Fiscal Year Ended June 30,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002(In thousands except per share data )Results of Operations:Net sales
    
    $
    224,238
    
    
    $
    106,339
    
    
    $
    39,562
    
    
    $
    21,076
    
    
    $
    16,901Gross profit
    
    
    75,079
    
    
    
    35,954
    
    
    
    13,956
    
    
    
    7,807
    
    
    
    6,247Operating profit
    
    
    8,312
    
    
    
    7,303
    
    
    
    2,847
    
    
    
    968
    
    
    
    939Net income
    
    $
    1,896
    
    
    $
    3,601
    
    
    $
    1,673
    
    
    $
    1,254
    
    
    $
    805Earnings per common
share:Basic
    
    $
    0.19
    
    
    $
    0.36
    
    
    $
    0.26
    
    
    $
    0.30
    
    
    $
    0.19Diluted
    
    $
    0.18
    
    
    $
    0.35
    
    
    $
    0.22
    
    
    $
    0.27
    
    
    $
    0.17Number of weighted average
shares outstanding:Basic
    
    
    10,182
    
    
    
    10,031
    
    
    
    6,325
    
    
    
    4,226
    
    
    
    4,225Diluted
    
    
    10,399
    
    
    
    10,279
    
    
    
    7,572
    
    
    
    4,670
    
    
    
    4,669Cash Flow and Balance
Sheet Data:Net cash provided by
(used in)
operating activities
    
    $
    (172
    )
    
    $
    (2,862
    )
    
    $
    153
    
    
    $
    214
    
    
    $
    867Cash and cash equivalents
    
    
    4,079
    
    
    
    40,326
    
    
    
    7,473
    
    
    
    365
    
    
    
    267Total assets
    
    
    144,435
    
    
    
    108,596
    
    
    
    46,736
    
    
    
    8,825
    
    
    
    6,853Long-term debt
    
    
    62,284
    
    
    
    50,448
    
    
    
    73
    
    
    
    800
    
    
    
    353Cash dividends declared
per common share
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.085
    
    
    $
    0.00Total stockholders equity
    
    $
    47,234
    
    
    $
    45,106
    
    
    $
    32,073
    
    
    $
    6,015
    
    
    $
    5,209
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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
 Background
  Overview
   SSG
 - 22 -




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l
    
    Collegiate Pacific completed the following two acquisitions during fiscal 2006:
 l
    
    acquiring 73.2% of the outstanding capital stock of SSG, a direct marketer and
Business-To-Business (B2B) e-commerce supplier of sporting goods and physical
education equipment to the institutional and youth sports markets; andl
    
    acquiring Team Print, a leading embroiderer and screen printer of sporting
goods apparel and accessories.
 l
    
    Collegiate Pacific completed the following three acquisitions during fiscal 2005:
 l
    
    acquiring Dixie Sporting Goods Co., Inc. (Dixie) in July 2004, a
leading supplier of soft goods and sporting goods equipment throughout the Mid-Atlantic
region of the United States, with a road sales force of approximately 50 employees;l
    
    acquiring CMS of Central Florida, Inc. d/b/a Orlando Team Sports
(OTS) in December 2004, a leading supplier of soft goods and sporting goods
equipment throughout the State of Florida and a road sales force of approximately 15
employees; andl
    
    acquiring Salkeld & Sons, Inc. (Salkeld) in May 2005, a leading
supplier of soft goods and sporting goods equipment throughout the State of Illinois,
with a particular concentration in Chicago and a road sales force of approximately 20
employees;
 l
    
    Collegiate Pacific completed the following two acquisitions during fiscal 2004:
 l
    
    acquiring Tomark Inc. (Tomark) in January 2004, a marketer,
distributor, manufacturer and installer of sporting goods and related equipment
primarily to the California institutional market with a road sales force of 5
employees; andl
    
    acquiring Kesslers Sport Shop, Inc. (Kesslers) in April 2004, a
leading supplier of soft goods and sporting goods equipment throughout the Mid-West
region of the United States, with a road sales force of approximately 80 employees.
 l
    
    Collegiate Pacific expanded its football and baseball product offerings, which
provide the Company with an additional platform for future growth opportunities;l
    
    Collegiate Pacific engaged through its acquisition of Kesslers, Dixie, OTS and
Salkeld approximately 175 road sales professionals and continued its ongoing efforts to
grow net sales by directing a selection of its traditional catalog customers to its road
sales professionals;l
    
    Collegiate Pacific introduced a number of new products during fiscal 2005 and 2006 as
a means to drive organic growth; andl
    
    Collegiate Pacific completed its private placement of $50.0 million of senior notes
in November 2004 and replaced its revolving credit facility with a new senior secured
credit facility providing up to $45.0 million in the aggregate of loans and other
financial accommodations in June 2006.
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This new source of capital provides Collegiate
Pacific more opportunity and flexibility to make progress toward its strategic objectives.
 Fiscal 2006 Acquisitions and Related Developments
  Merger Agreement
   Matters Affecting Comparability
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Consolidated Results of Operations
  Fiscal 2006 vs.
    
    
    Fiscal 2005 vs.Fiscal 2005
    
    
    Fiscal 2004Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Increase (decrease)
    
    
    Increase (decrease)2006
    
    
    2005
    
    
    2004
    
    
    $
    
    
    %
    
    
    $
    
    
    %(dollars in thousands, except per share amounts)Net sales
    
    $
    224,238
    
    
    $
    106,339
    
    
    $
    39,562
    
    
    $
    117,899
    
    
    
    110.9
    %
    
    $
    66,777
    
    
    
    168.8
    %Gross profit
    
    
    75,079
    
    
    
    35,954
    
    
    
    13,956
    
    
    
    39,125
    
    
    
    108.9
    %
    
    
    21,998
    
    
    
    157.6
    %Operating profit
    
    
    8,312
    
    
    
    7,303
    
    
    
    2,847
    
    
    
    1,009
    
    
    
    13.8
    %
    
    
    4,456
    
    
    
    156.5
    %Net income
    
    
    1,896
    
    
    
    3,601
    
    
    
    1,673
    
    
    
    (1,705
    )
    
    
    (47.3
    )%
    
    
    1,928
    
    
    
    115.2
    %Earnings
per share  basic
    
    $
    0.19
    
    
    $
    0.36
    
    
    $
    0.26
    
    
    $
    (0.17
    )
    
    
    (47.2
    )%
    
    $
    0.10
    
    
    
    38.5
    %Earnings
per share  diluted
    
    $
    0.18
    
    
    $
    0.35
    
    
    $
    0.22
    
    
    $
    (0.17
    )
    
    
    (48.6
    )%
    
    $
    0.13
    
    
    
    59.1
    %Expressed as a
percentage of net sales:Gross profit margin
    
    
    33.5
    %
    
    
    33.8
    %
    
    
    35.3
    %Selling, general
and administrative
expenses
    
    
    29.8
    %
    
    
    26.9
    %
    
    
    28.1
    %Operating profit
    
    
    3.7
    %
    
    
    6.9
    %
    
    
    7.2
    %
 Fiscal Year Ended June 30, 2006 Compared to Fiscal Year Ended June 30, 2005
 Net Sales.
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Gross Profit.
   , Business Combinations
  Selling, General and Administrative Expense. SG&A
 
    
    personnel related expenses of approximately $32.4 million;
    
    advertising expenses of approximately $7.2 million;
    
    depreciation and amortization expenses of approximately $3.3 million;
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
    
    rent expense of approximately $2.8 million;
    
    computer services and supplies in the amount of approximately $2.6 million;
    
    insurance related expenses of approximately $2.5 million;
    
    legal and accounting fees in the amount of approximately $2.1 million;
    
    travel expenses of approximately $1.9 million;
    
    Sarbanes-Oxley related compliance costs in the amount of approximately $1.1
million; and
    
    bad debt expenses of approximately $1.0 million.
  
    
    Sarbanes-Oxley related compliance costs of approximately $1.1 million;
    
    legal, accounting, and professional fees of approximately $1.3 million; and
    
    additional compensation expense of $5.9 million, which included salaries,
commissions and payroll related expenses.
 Operating Profit.
 Interest Expense.
 Income Taxes.
 Net Income.
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Fiscal Year Ended June 30, 2005 Compared to Fiscal Year Ended June 30, 2004
 Net Sales.
 Gross Profit.
   ,
 Selling, General and Administrative Expense.
  - 28 -




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Operating Profit.
 Interest Expense.
 Income Taxes.
 Net Income.
 Liquidity and Capital Resources
 Liquidity
  June 30,
    
    June 30,
    
    June 30,2006
    
    2005
    
    2004(dollars in thousands)Cash and cash equivalents
    
    $
    4,079
    
    
    $
    40,326
    
    
    $
    7,473Net cash flow provided by (used in):Operating activities
    
    $
    (172
    )
    
    $
    (2,862
    )
    
    $
    153Investing activities
    
    
    (46,089
    )
    
    
    (10,083
    )
    
    
    (12,863
    )Financing activities
    
    
    10,014
    
    
    
    45,798
    
    
    
    19,818Net increase (decrease) in cash and
cash equivalents
    
    $
    (36,247
    )
    
    $
    32,853
    
    
    $
    7,108
 - 29 -




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##### Table of Contents



Operating Activities.
 
    
    an increase in accounts receivable of $2.8 million due to the increase in our net
sales during fiscal 2006 from the acquisition of SSG and organic sales growth;
    
    an increase in inventories of $2.1 million due to the acquisition of SSG and our
build-up of inventories to support the Companys strongest selling season, which
generally occurs during the months July through September;
    
    an increase in prepaid expenses and other current assets of $1.2 million related
to our overpayment of federal income taxes in the first and second quarters of fiscal
2006 based upon estimated operating results in fiscal 2006 and our fiscal 2005
operating results.
  
    
    an increase in accounts receivable of $3.6 million due to the increase in our net
sales during fiscal 2005;
    
    an increase in inventories of $4.3 million due to our build-up of inventories to
support the Companys strongest selling season, which generally occurs during the
months of July through September; and
    
    a decrease in income taxes payable of approximately $1.3 million due to increased
estimated tax payments associated with the increase in the Companys net income for
fiscal 2005.
 Investing Activities.
 Financing Activities.
 
    
    net proceeds from the Companys Senior Secured Credit Facility of $10.8 million;
and
    
    proceeds from the issuance of common stock of approximately $185 thousand; which
were partially offset by
    
    payments of dividends of approximately $1.0 million.
 - 30 -




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##### Table of Contents




    
    net proceeds from the sale of the senior notes of $46.6 million after debt
issuance costs of $3.4 million; and
    
    proceeds from the issuance of common stock upon the exercise of options of
approximately $507 thousand; which were partially offset by
    
    payments of dividends of approximately $1.0 million; and
    
    net payments on the Companys revolving line of credit and other notes payable of
$294 thousand.
  
    
    repayments on the Companys revolving line of credit of approximately $865 thousand;
    
    payments of dividends of approximately $573 thousand; and
    
    the purchase of treasury shares of approximately $41 thousand.
  Capital Resources
 Notes Securities Act Thomas Weisel
 Indenture
 - 31 -




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##### Table of Contents



Registration Rights
Agreement SEC Registration Statement
 Credit Facility MLBFS Merrill Lynch LIBOR EBITDA
 Term Loan Revolving Facility Senior
Secured Credit Facility
  Senior Leverage Ratio
 Fixed Charge Coverage Ratio
  - 32 -




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##### Table of Contents



SSG Credit Facility
    Long-Term Financial Obligations and Other Commercial Commitments
  - 33 -




---



##### Table of Contents



Payments due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 year
    
    
    1  3 years
    
    
    4 - 5 years
    
    
    5 years(dollars in thousands)Long-term debt, including current portion
    
    $
    64,494
    
    
    $
    2,210
    
    
    $
    12,231
    
    
    $
    50,053
    
    
    $
    Operating leases
    
    
    9,859
    
    
    
    3,089
    
    
    
    4,842
    
    
    
    1,928
    
    
    $
    Interest expense on long-term debt
    
    
    12,898
    
    
    
    4,071
    
    
    
    7,621
    
    
    
    1,206
    
    
    $
    Total contractual cash obligations
    
    $
    87,251
    
    
    $
    9,370
    
    
    $
    24,694
    
    
    $
    53,187
    
    
    $
    
 Operating Leases.
 Off-Balance Sheet Arrangements.
 Long-Term
Debt and Advances Under Credit Facilities.
  Subsequent Events
   - 34 -




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##### Table of Contents



Recent Accounting Pronouncements
 Share-Based Payments SFAS 123(R)
 Accounting for Uncertainty in Income Taxes Interpretation 48 . Accounting for Income Taxes
 Risk Factors Affecting Collegiate Pacifics Business and Prospects
  Critical Accounting Policies
   Inventories.
 - 35 -




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##### Table of Contents



Allowance for Doubtful Accounts.
  Goodwill, Intangibles and Long-lived Assets.
 Accounting for Business Combinations.
 Impact of Inflation and Changing Prices
  - 36 -




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 Interest Rates
 LIBOR
  Foreign Currency and Derivatives
  - 37 -




---



##### Table of Contents



ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 PageIndex to Consolidated Financial Statements
    
    38Report of Independent Registered Public Accounting Firm
    
    39Consolidated Balance Sheets as of June 30, 2006 and 2005
    
    40Consolidated Statements of Income for the fiscal years ended June 30,
2006, 2005 and 2004
    
    41Consolidated Statements of Stockholders Equity for the fiscal years
ended June 30, 2006, 2005 and 2004
    
    42Consolidated Statements of Cash Flows for the fiscal years ended
June 30, 2006, 2005 and 2004
    
    43Notes to Consolidated Financial Statements
    
    44
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 June 30,2006
    
    
    2005(In thousands, except shareand per share amounts)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    4,079
    
    
    $
    40,326Accounts receivable, net of allowance for doubtful accounts of
$1,496 and $1,042, respectively
    
    
    31,004
    
    
    
    18,132Inventories
    
    
    37,185
    
    
    
    17,479Current portion of deferred income taxes
    
    
    2,625
    
    
    
    775Prepaid income taxes
    
    
    1,607
    
    
    
    645Prepaid expenses and other current assets
    
    
    2,199
    
    
    
    601Total current assets
    
    
    78,699
    
    
    
    77,958PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$2,755 and $1,294, respectively
    
    
    10,087
    
    
    
    1,501DEFERRED DEBT ISSUANCE COSTS, net of accumulated amortization of
$1,076 and $393, respectively
    
    
    2,782
    
    
    
    3,017INTANGIBLE ASSETS, net of accumulated amortization of
$2,188 and $853, respectively
    
    
    9,014
    
    
    
    1,863GOODWILL
    
    
    40,280
    
    
    
    23,848DEFERRED INCOME TAXES
    
    
    3,156
    
    
    
    OTHER ASSETS, net
    
    
    417
    
    
    
    409Total assets
    
    $
    144,435
    
    
    $
    108,596LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    14,802
    
    
    $
    9,782Accrued liabilities
    
    
    5,896
    
    
    
    1,725Dividends payable
    
    
    256
    
    
    
    255Accrued interest
    
    
    329
    
    
    
    250Current portion of long-term debt
    
    
    2,210
    
    
    
    330Deferred tax liability
    
    
    15
    
    
    
    Total current liabilities
    
    
    23,508
    
    
    
    12,342DEFERRED TAX LIABILITY
    
    
    3,259
    
    
    
    700NOTES PAYABLE AND OTHER LONG-TERM DEBT
    
    
    62,284
    
    
    
    50,448COMMITMENTS
AND CONTINGENCIESMINORITY INTEREST IN SUBSIDIARY
    
    
    8,150
    
    
    
    STOCKHOLDERS EQUITY:Preferred stock, $0.01 par value, 1,000,000 shares
authorized; no shares issued
    
    
    
    
    
    
    Common stock, $0.01 par value, 50,000,000 shares authorized;
10,315,191 and 10,205,780 shares issued and
10,229,165 and 10,119,754 shares outstanding, respectively
    
    
    103
    
    
    
    102Additional paid-in capital
    
    
    43,162
    
    
    
    41,911Retained earnings
    
    
    4,626
    
    
    
    3,750Treasury stock at cost, 86,026 shares
    
    
    (657
    )
    
    
    (657
    )Total stockholders equity
    
    
    47,234
    
    
    
    45,106Total liabilities and stockholders equity
    
    $
    144,435
    
    
    $
    108,596
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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 For the fiscal years ended June 30,2006
    
    
    2005
    
    
    2004(In thousands, except per share data)Net sales
    
    $
    224,238
    
    
    $
    106,339
    
    
    $
    39,562Cost of sales
    
    
    149,159
    
    
    
    70,385
    
    
    
    25,606Gross profit
    
    
    75,079
    
    
    
    35,954
    
    
    
    13,956Selling, general and administrative expenses
    
    
    66,767
    
    
    
    28,651
    
    
    
    11,109Operating profit
    
    
    8,312
    
    
    
    7,303
    
    
    
    2,847Other income (expense):Interest income
    
    
    117
    
    
    
    581
    
    
    
    22Interest expense
    
    
    (4,545
    )
    
    
    (2,160
    )
    
    
    (52
    )Other income
    
    
    223
    
    
    
    174
    
    
    
    18Total other expense
    
    
    (4,205
    )
    
    
    (1,405
    )
    
    
    (12
    )Income before minority interest in income of
consolidated subsidiary and income taxes
    
    
    4,107
    
    
    
    5,898
    
    
    
    2,835Income tax provision
    
    
    1,603
    
    
    
    2,297
    
    
    
    1,162Minority interest in income of consolidated subsidiary,
net of tax
    
    
    608
    
    
    
    
    
    
    
    Net income
    
    $
    1,896
    
    
    $
    3,601
    
    
    $
    1,673Weighted average number of shares outstanding:Basic
    
    
    10,182,428
    
    
    
    10,031,314
    
    
    
    6,324,950Diluted
    
    
    10,399,130
    
    
    
    10,279,185
    
    
    
    7,571,910Net income per share of common stock  basic
    
    $
    0.19
    
    
    $
    0.36
    
    
    $
    0.26Net income per share of common stock  diluted
    
    $
    0.18
    
    
    $
    0.35
    
    
    $
    0.22Dividends declared per share of common stock
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.10
  - 41 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 For the fiscal years ended June 30, 2006, 2005 and 2004
 ADDITIONALCOMMON STOCK
    
    
    PAID-IN
    
    
    RETAINED
    
    
    TREASURY STOCKSHARES
    
    
    AMOUNT
    
    
    CAPITAL
    
    
    EARNINGS
    
    
    SHARES
    
    
    AMOUNT
    
    
    TOTAL(In thousands, except share data)Balances at July 1, 2003
    
    
    4,308,169
    
    
    $
    43
    
    
    $
    6,387
    
    
    $
    201
    
    
    
    80,326
    
    
    $
    (617
    )
    
    $
    6,014Issuance of stock for cash,
net of offering costs of $589,721
    
    
    4,399,161
    
    
    
    44
    
    
    
    21,253
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,297Issuance of stock for
business acquisitions
    
    
    1,176,812
    
    
    
    12
    
    
    
    3,830
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,842Cash dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (712
    )
    
    
    
    
    
    
    
    
    
    
    (712
    )Purchase of stock for cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,700
    
    
    
    (40
    )
    
    
    (40
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,673
    
    
    
    
    
    
    
    
    
    
    
    1,673Balances at June 30, 2004
    
    
    9,884,142
    
    
    $
    99
    
    
    $
    31,470
    
    
    $
    1,162
    
    
    
    86,026
    
    
    $
    (657
    )
    
    $
    32,074Issuance of stock for cash
    
    
    89,850
    
    
    
    1
    
    
    
    506
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    507Issuance of stock for
business acquisitions
    
    
    231,788
    
    
    
    2
    
    
    
    2,685
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,687Redeemable common stock
    
    
    
    
    
    
    
    
    
    
    7,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,250Cash dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,013
    )
    
    
    
    
    
    
    
    
    
    
    (1,013
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,601
    
    
    
    
    
    
    
    
    
    
    
    3,601Balances at June 30, 2005
    
    
    10,205,780
    
    
    $
    102
    
    
    $
    41,911
    
    
    $
    3,750
    
    
    
    86,026
    
    
    $
    (657
    )
    
    $
    45,106Issuance of stock for cash
    
    
    22,950
    
    
    
    
    
    
    
    185
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    185Stock based compensation
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60Issuance of stock for business acquisitions
    
    
    86,461
    
    
    
    1
    
    
    
    1,006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,007Cash dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,020
    )
    
    
    
    
    
    
    
    
    
    
    (1,020
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,896
    
    
    
    
    
    
    
    
    
    
    
    1,896Balances at June 30, 2006
    
    
    10,315,191
    
    
    $
    103
    
    
    $
    43,162
    
    
    $
    4,626
    
    
    
    86,026
    
    
    $
    (657
    )
    
    $
    47,234
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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the years ended June 30,2006
    
    
    2005
    
    
    2004(In thousands, except share data)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,896
    
    
    $
    3,601
    
    
    $
    1,673Adjustments to reconcile net income to cash provided by (used in)
operating activities:Provision for uncollectible accounts receivable
    
    
    982
    
    
    
    574
    
    
    
    195Depreciation expense
    
    
    2,080
    
    
    
    432
    
    
    
    241Amortization expense
    
    
    1,356
    
    
    
    742
    
    
    
    476Amortization of deferred debt issuance costs
    
    
    683
    
    
    
    393
    
    
    
    Loss on disposition of property and equipment
    
    
    60
    
    
    
    
    
    
    
    Deferred taxes
    
    
    1,060
    
    
    
    (25
    )
    
    
    25Stock-based compensation expense
    
    
    60
    
    
    
    
    
    
    
    Minority interest in consolidated subsidiary
    
    
    608
    
    
    
    
    
    
    
    Changes in operating assets and liabilities (net of effects of
acquisitions):Accounts receivable
    
    
    (2,793
    )
    
    
    (3,598
    )
    
    
    (1,225
    )Inventories
    
    
    (2,083
    )
    
    
    (4,255
    )
    
    
    (1,222
    )Prepaid expenses and other current assets
    
    
    (1,248
    )
    
    
    43
    
    
    
    (53
    )Other assets, net
    
    
    (145
    )
    
    
    104
    
    
    
    (177
    )Accounts payable
    
    
    (1,338
    )
    
    
    353
    
    
    
    323Accrued liabilities
    
    
    (388
    )
    
    
    119
    
    
    
    (749
    )Taxes payable
    
    
    (962
    )
    
    
    (1,345
    )
    
    
    646Net cash provided by (used in) operating activities:
    
    
    (172
    )
    
    
    (2,862
    )
    
    
    153CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (1,694
    )
    
    
    (664
    )
    
    
    (216
    )Cash used in business acquisitions, net of cash acquired of
$864, $219 and $799, respectively
    
    
    (44,395
    )
    
    
    (9,419
    )
    
    
    (12,647
    )Net cash used in investing activities:
    
    
    (46,089
    )
    
    
    (10,083
    )
    
    
    (12,863
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from bank line of credit
    
    
    174,895
    
    
    
    13,375
    
    
    
    6,572Payments on notes payable and line of credit
    
    
    (164,046
    )
    
    
    (13,669
    )
    
    
    (7,438
    )Proceeds from issuance of senior subordinated notes, net of deferred
issuance costs
    
    
    
    
    
    
    46,590
    
    
    
    Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    (40
    )Payment of dividends
    
    
    (1,020
    )
    
    
    (1,005
    )
    
    
    (573
    )Proceeds from issuance of common stock
    
    
    185
    
    
    
    507
    
    
    
    21,297Net cash provided by financing activities:
    
    
    10,014
    
    
    
    45,798
    
    
    
    19,818Net change in cash and cash equivalents
    
    
    (36,247
    )
    
    
    32,853
    
    
    
    7,108Cash and cash equivalents, beginning of year
    
    
    40,326
    
    
    
    7,473
    
    
    
    365Cash and cash equivalents, end of year
    
    $
    4,079
    
    
    $
    40,326
    
    
    $
    7,473SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    3,795
    
    
    $
    1,517
    
    
    $
    52Cash paid for income taxes
    
    $
    1,612
    
    
    $
    3,668
    
    
    $
    480SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES (See Note 3 for non-cash acquisition disclosures)
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006 and 2005
 1. General:
 CPI soft goods
 2. Summary of Significant Accounting Policies:
 Consolidation. Tomark Kesslers Dixie OTS Salkeld SSG Company
 Cash and Cash Equivalents.
 Financial Instruments and Credit Risk Concentrations.
 Accounts Receivable.
  (In thousands)2006
    
    
    2005Balance at beginning of period
    
    $
    1,042
    
    
    $
    636Provision for uncollectible accounts receivable
    
    
    982
    
    
    
    574Effect of business acquisitions
    
    
    
    
    
    
    264Accounts written off, net of recoveries
    
    
    (528
    )
    
    
    (432
    )Balance at end of period
    
    $
    1,496
    
    
    $
    1,042
 - 44 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
 Inventories.
 Property and Equipment.
 Intangible Assets.
  Goodwill.
 Impairment of Long-Lived Assets.
 Revenue Recognition.
 - 45 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
  Shipping and Handling Costs and Fees.
 Advertising.
 Stock Based Compensation. APB 25 SFAS Share-Based Payments SFAS 123(R)
 2005
    
    
    2004(In thousands)Net income, as reported
    
    $
    3,601
    
    
    $
    1,673Add: stock-based employee compensation expense
included in net income
    
    
    
    
    
    
    Deduct: stock-based employee compensation expense
determined under fair value method for all awards,
net of related tax effects
    
    
    (1,867
    )
    
    
    (442
    )Pro forma net income
    
    $
    1,734
    
    
    $
    1,231Net income per share common stock:Basic  as reported
    
    $
    0.36
    
    
    $
    0.26Basic  pro forma
    
    $
    0.17
    
    
    $
    0.19Diluted  as reported
    
    $
    0.35
    
    
    $
    0.22Diluted  pro forma
    
    $
    0.17
    
    
    $
    0.16
 Income Taxes.
 Income Per Share.
 - 46 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
  Segment Reporting.
 Use of Estimates in Financial Statements.
 Recent Accounting Pronouncements :
 Accounting for Uncertainty in Income
Taxes Interpretation 48 . Accounting for Income Taxes SFAS
109
 3. Business Combinations:
   - 47 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
 Shares
 Amendment
    - 48 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
  Partnership
    - 49 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
  B2B
 Merger Agreement
    - 50 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
    2006
    
    
    2005(Unaudited, in thousands)Net sales
    
    $
    224,487
    
    
    $
    206,534Net income
    
    $
    1,917
    
    
    $
    3,027Net income per share of common stock:Basic
    
    $
    0.19
    
    
    $
    0.30Diluted
    
    $
    0.18
    
    
    $
    0.29
  2006
    
    
    2005(In thousands)Current assets
    
    $
    29,851
    
    
    $
    9,288Property and equipment
    
    
    9,032
    
    
    
    438Other assets
    
    
    311
    
    
    
    54Intangible assets
    
    
    8,391
    
    
    
    918Goodwill
    
    
    17,408
    
    
    
    7,886Total assets acquired
    
    $
    64,993
    
    
    $
    18,584Current liabilities
    
    $
    10,342
    
    
    $
    5,143Non-current liabilities
    
    
    2,867
    
    
    
    381Total liabilities assumed
    
    $
    13,209
    
    
    $
    5,524
 4. Net Sales:
  - 51 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
 2006
    
    
    2005
    
    
    2004(In thousands)Sporting Goods Equipment
    
    $
    148,610
    
    
    $
    61,880
    
    
    $
    34,168Soft Goods
    
    
    75,628
    
    
    
    44,459
    
    
    
    5,394Net Sales
    
    $
    224,238
    
    
    $
    106,339
    
    
    $
    39,562
 5. Inventories:
  2006
    
    
    2005Raw materials
    
    $
    1,893
    
    
    $
    516Work in progress
    
    
    116
    
    
    
    75Finished goods
    
    
    35,176
    
    
    
    16,888Inventories
    
    $
    37,185
    
    
    $
    17,479
 6. Property and Equipment:
  EstimatedUseful Lives(Years)
    
    
    2006
    
    
    2005Office equipment
    
    
    2 10
    
    
    $
    7,242
    
    
    $
    496Furniture and fixtures
    
    
    2 10
    
    
    
    2,177
    
    
    
    863Warehouse and manufacturing
equipment
    
    
    3  15
    
    
    
    1,229
    
    
    
    551Leasehold improvements
    
    
    *
    
    
    
    1,368
    
    
    
    492Vehicles
    
    
    3-7
    
    
    
    351
    
    
    
    393Assets under capital lease
    
    
    17
    
    
    
    475
    
    
    
    Total property and equipment
    
    
    
    
    
    
    12,842
    
    
    
    2,795Less: accumulated depreciation
    
    
    
    
    
    
    (2,755
    )
    
    
    (1,294
    )Property and equipment, net
    
    
    
    
    
    $
    10,087
    
    
    $
    1,501
 
 *
    
    Shorter of remaining useful lives of related assets or lease term - 52 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
 7. Intangible Assets:
  June 30,
    
    
    
    
    
    
    
    
    
    
    June 30,2006
    
    
    
    
    
    
    
    
    
    
    2005Asset
    
    
    Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetLife
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying(Years)
    
    
    Value
    
    
    Amortization
    
    
    Value
    
    
    Value
    
    
    Amortization
    
    
    Value(In thousands)Amortizable intangible
assets:Trademarks
    
    
    10-15
    
    
    $
    343
    
    
    $
    166
    
    
    $
    177
    
    
    $
    343
    
    
    $
    152
    
    
    $
    191Non-compete agreements
    
    
    10
    
    
    
    3,200
    
    
    
    320
    
    
    
    2,880
    
    
    
    
    
    
    
    
    
    
    
    Customer relationships
    
    
    10
    
    
    
    3,343
    
    
    
    788
    
    
    
    2,555
    
    
    
    1,923
    
    
    
    324
    
    
    
    1,599Contractual backlog
    
    
    .25-.50
    
    
    
    427
    
    
    
    427
    
    
    
    
    
    
    
    206
    
    
    
    195
    
    
    
    11Customer database
    
    
    3
    
    
    
    660
    
    
    
    220
    
    
    
    440
    
    
    
    
    
    
    
    
    
    
    
    Significant contracts
    
    
    5
    
    
    
    327
    
    
    
    65
    
    
    
    262
    
    
    
    
    
    
    
    
    
    
    
    License agreements and
other
    
    
    3-10
    
    
    
    292
    
    
    
    202
    
    
    
    90
    
    
    
    244
    
    
    
    182
    
    
    
    62Total amortizable intangible
assets
    
    
    
    
    
    $
    8,592
    
    
    $
    2,188
    
    
    $
    6,404
    
    
    $
    2,716
    
    
    $
    853
    
    
    $
    1,863Non-amortizable intangible
assets:Trademarks
    
    
    
    
    
    $
    2,610
    
    
    
    
    
    
    $
    2,610
    
    
    
    
    
    
    
    
    
    
    
    Total non-amortizable
intangible assets
    
    
    
    
    
    $
    2,610
    
    
    
    
    
    
    $
    2,610
    
    
    
    
    
    
    
    
    
    
    
    Total intangible assets
    
    
    
    
    
    $
    11,202
    
    
    $
    2,188
    
    
    $
    9,014
    
    
    $
    2,716
    
    
    $
    853
    
    
    $
    1,863Goodwill  June 30, 2005
    
    
    
    
    
    $
    23,848Changes in deferred tax
valuation allowance (see Note 10)
    
    
    
    
    
    
    (3,076
    )Acquisitions
(see Note 3)
    
    
    
    
    
    
    19,508Goodwill  June 30, 2006
    
    
    
    
    
    $
    40,280
  Year Ending June 30,
    
    (In thousands)2007
    
    $
    1,0792008
    
    
    1,0152009
    
    
    7262010
    
    
    6832011
    
    
    617Thereafter
    
    
    2,284Total
    
    $
    6,404
 - 53 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
 8. Accrued Liabilities:
  2006
    
    
    2005Accrued
compensation and benefits
    
    $
    2,032
    
    
    $
    636Customer deposits
    
    
    1,105
    
    
    
    421Taxes other
than income taxes
    
    
    964
    
    
    
    166Gift
certificates
    
    
    691
    
    
    
    18Other
    
    
    1,104
    
    
    
    484Total
accrued liabilities
    
    $
    5,896
    
    
    $
    1,725
 9. Long-Term Debt and Line of Credit:
 Notes Securities Act Thomas
Weisel
 Indenture
 Registration Rights
Agreement Registration Statement
 Credit Facility
 - 54 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
 MLBFS Merrill Lynch
 Term Loan Revolving Facility Senior
Secured Credit Facility
  Senior Leverage Ratio
 Fixed Charge Coverage Ratio
   - 55 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
   SSG Credit Facility
    Year Ending June 30,
    
    (In thousands)2007
    
    $
    2,2102008
    
    
    2,1212009
    
    
    10,1102010
    
    
    50,053Thereafter
    
    
    Total future payments
    
    $
    64,494
 10. Income Taxes:
  - 56 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
  2006
    
    
    2005Deferred tax assets attributed to:Accounts receivable
    
    $
    552
    
    
    $
    453Inventories
    
    
    1,544
    
    
    
    395Net operating loss carry-forwards
    
    
    5,541
    
    
    
    106Compensation accruals
    
    
    49
    
    
    
    49Accrued insurance
    
    
    178
    
    
    
    Prepaid advertising expenses
    
    
    79
    
    
    
    Tax credits
    
    
    652
    
    
    
    Accrued expenses
    
    
    235
    
    
    
    42Other
    
    
    34
    
    
    
    9Total deferred tax assets
    
    
    8,864
    
    
    
    1,054Less valuation allowance
    
    
    (3,083
    )
    
    
    Total deferred tax assets
    
    
    5,781
    
    
    
    1,054Deferred tax liabilities attributed to:Property and equipment
    
    
    (1,838
    )
    
    
    (222
    )Intangible assets
    
    
    (1,418
    )
    
    
    (757
    )Other
    
    
    (18
    )
    
    
    Total deferred tax liabilities
    
    
    (3,274
    )
    
    
    (979
    )Net deferred taxes
    
    $
    2,507
    
    
    $
    75
  2006
    
    
    2005Current deferred tax asset
    
    $
    2,625
    
    
    $
    775Non-current deferred tax asset
    
    
    6,239
    
    
    
    Current deferred tax liability
    
    
    (15
    )
    
    
    Non-current deferred tax liability
    
    
    (3,259
    )
    
    
    (700
    )Less valuation allowance
    
    
    (3,083
    )
    
    
    Balance at end of period
    
    $
    2,507
    
    
    $
    75
  2006
    
    
    2005
    
    
    2004FederalCurrent
    
    $
    510
    
    
    $
    1,999
    
    
    $
    1,214Deferred
    
    
    925
    
    
    
    (132
    )
    
    
    (289
    )StateCurrent
    
    
    33
    
    
    
    469
    
    
    
    264Deferred
    
    
    135
    
    
    
    (39
    )
    
    
    (27
    )Total provision for income taxes
    
    $
    1,603
    
    
    $
    2,297
    
    
    $
    1,162
  - 57 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
 2006
    
    
    2005
    
    
    2004Tax expense at the federal statutory rate
    
    $
    1,396
    
    
    $
    2,005
    
    
    $
    964State income taxes, net of federal benefit
    
    
    77
    
    
    
    284
    
    
    
    211Alternative minimum tax
    
    
    144
    
    
    
    
    
    
    
    Other
    
    
    (14
    )
    
    
    8
    
    
    
    (13
    )Income tax provision
    
    $
    1,603
    
    
    $
    2,297
    
    
    $
    1,162
  11. Related Party Transactions:
     - 58 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
 12. Stock Options and Warrants:
 1998
Collegiate Pacific Inc. Stock Option Plan
   Income from continuing operations
    
    $
    60Income before income taxes
    
    $
    60Net income
    
    $
    36Net income per common share  basic
    
    $
    0.00Net income per common share  diluted
    
    $
    0.00Cash flows from operating activities
    
    $
    60Cash flows from financing activities
    
    $
    
   WeightedAverageOptions
    
    
    Exercise PriceOutstanding at July 1, 2003
    
    
    772,900
    
    
    $
    5.25Granted
    
    
    300,000
    
    
    
    9.31Exercised
    
    
    (213,800
    )
    
    
    4.49Forfeited or cancelled
    
    
    (1,000
    )
    
    
    6.08Outstanding at June 30, 2004
    
    
    858,100
    
    
    
    6.85Granted
    
    
    406,300
    
    
    
    11.54Exercised
    
    
    (89,850
    )
    
    
    5.65Forfeited or cancelled
    
    
    (4,000
    )
    
    
    9.29
 - 59 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005


WeightedAverageOptions
    
    
    Exercise PriceOutstanding at June 30, 2005
    
    
    1,170,550
    
    
    
    8.56Granted
    
    
    0
    
    
    
    Exercised
    
    
    (22,950
    )
    
    
    8.06Forfeited or cancelled
    
    
    (3,000
    )
    
    
    9.29Outstanding at June 30, 2006
    
    
    1,144,600
    
    
    $
    8.56Exercisable at June 30, 2004
    
    
    683,100
    
    
    $
    6.21Exercisable at June 30, 2005
    
    
    992,550
    
    
    $
    8.44Exercisable at June 30, 2006
    
    
    1,144,600
    
    
    $
    8.56
  2005
    
    2004Expected volatility
    
    
    3435
    %
    
    
    33
    %Risk-free interest rate
    
    
    3.413.99
    %
    
    
    3.58
    %Dividend yield
    
    
    0.901.10
    %
    
    
    1.5
    %Expected lives
    
    5 years
    
    5 years
    Outstanding
    
    ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageRemaining
    
    
    
    
    
    Weighted
    
    
    
    

    
    Weighted
    
    RemainingContractual
    
    
    
    
    
    Average
    
    
    
    

    
    Average
    
    ContractualLife
    
    
    
    
    
    Exercise
    
    
    
    
    

    Exercise
    
    LifeExercise price
    
    Shares
    
    (In Years)
    
    
    
    
    
    Price
    
    Shares
    
    Price
    
    (In Years)$3.89 - $4.81
    
    
    120,500
    
    
    
    4.9
    
    
    
    
    
    
    $
    3.91
    
    
    
    120,500
    
    
    $
    3.91
    
    
    
    4.9$4.90 - $6.13
    
    
    319,250
    
    
    
    4.6
    
    
    
    
    
    
    $
    5.85
    
    
    
    319,250
    
    
    $
    5.85
    
    
    
    4.6$9.38
    
    
    31,500
    
    
    
    2.5
    
    
    
    
    
    
    $
    9.38
    
    
    
    31,500
    
    
    $
    9.38
    
    
    
    2.5$8.73 - $9.73
    
    
    466,350
    
    
    
    8.0
    
    
    
    
    
    
    $
    9.30
    
    
    
    466,350
    
    
    $
    9.30
    
    
    
    8.0$10.70 - $14.34
    
    
    207,000
    
    
    
    8.5
    
    
    
    
    
    
    $
    13.68
    
    
    
    207,000
    
    
    $
    13.68
    
    
    
    8.51,144,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,144,600
  - 60 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
  13. Leases:
   Year Ending June 30,(In thousands)2007
    
    $
    3,0892008
    
    
    2,7162009
    
    
    2,1262010
    
    
    1,3752011
    
    
    553Thereafter
    
    
    Total minimum future lease payments
    
    $
    9,859
 14. Income Per Share:
  2006
    
    
    2005
    
    
    2004(In thousands except shareand per share data)Determination of diluted number of shares:Average common shares outstanding
    
    
    10,182,428
    
    
    
    10,031,314
    
    
    
    6,324,950Assumed conversion of dilutive stock options
and warrants
    
    
    216,702
    
    
    
    247,871
    
    
    
    1,246,960Assumed conversion of subordinated debentures
    
    
    
    
    
    
    
    
    
    
    Diluted average common shares outstanding (b)
    
    
    10,399,130
    
    
    
    10,279,185
    
    
    
    7,571,910Calculation of diluted earnings per share:Net income
    
    $
    1,896
    
    
    $
    3,601
    
    
    $
    1,673Add: interest component on assumed
conversion of subordinated debentures, net
of taxes
    
    
    
    
    
    
    
    
    
    
    Net income, adjusted (a)
    
    $
    1,896
    
    
    $
    3,601
    
    
    $
    1,673Diluted earnings per share (a/b)
    
    $
    0.18
    
    
    $
    0.35
    
    
    $
    0.22
 - 61 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
   15.
Quarterly Operating Data (unaudited):
 QuarterFirst
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    Year(In thousands except per share data)(Unaudited)Fiscal 2006:Net sales
    
    $
    65,275
    
    
    $
    46,401
    
    
    $
    59,418
    
    
    $
    53,144
    
    
    $
    224,238Gross profit
    
    
    21,314
    
    
    
    15,143
    
    
    
    20,997
    
    
    
    17,625
    
    
    
    75,079Net income (loss)
    
    $
    2,575
    
    
    $
    (971
    )
    
    $
    1,232
    
    
    $
    (940
    )
    
    $
    1,896Earnings
(loss) per share:Basic
    
    $
    0.25
    
    
    $
    (0.10
    )
    
    $
    0.12
    
    
    $
    (.09
    )
    
    $
    0.19Diluted
    
    $
    0.22
    
    
    $
    (0.10
    )
    
    $
    0.12
    
    
    $
    (.09
    )
    
    $
    0.18Cash dividend per share
    
    $
    0.025
    
    
    $
    0.025
    
    
    $
    0.025
    
    
    $
    0.025
    
    
    $
    0.10Stock prices:High
    
    $
    12.68
    
    
    $
    11.60
    
    
    $
    10.85
    
    
    $
    11.19
    
    
    $
    12.68Low
    
    $
    10.30
    
    
    $
    8.71
    
    
    $
    9.12
    
    
    $
    9.76
    
    
    $
    8.71
 QuarterFirst
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    Year(In thousands except per share data)(Unaudited)Fiscal 2005:Net sales
    
    $
    27,710
    
    
    $
    23,795
    
    
    $
    27,018
    
    
    $
    27,816
    
    
    $
    106,339Gross profit
    
    
    9,127
    
    
    
    7,910
    
    
    
    9,474
    
    
    
    9,443
    
    
    
    35,954Net income
    
    $
    1,877
    
    
    $
    581
    
    
    $
    788
    
    
    $
    355
    
    
    $
    3,601Earnings per share:Basic
    
    $
    0.19
    
    
    $
    0.06
    
    
    $
    0.08
    
    
    $
    0.03
    
    
    $
    0.36Diluted
    
    $
    0.19
    
    
    $
    0.06
    
    
    $
    0.08
    
    
    $
    0.02
    
    
    $
    0.35Cash dividend per share
    
    $
    0.025
    
    
    $
    0.025
    
    
    $
    0.025
    
    
    $
    0.025
    
    
    $
    0.10Stock prices:High
    
    $
    11.39
    
    
    $
    14.75
    
    
    $
    14.23
    
    
    $
    11.40
    
    
    $
    14.75Low
    
    $
    8.45
    
    
    $
    9.60
    
    
    $
    10.70
    
    
    $
    8.73
    
    
    $
    8.45
 16. Employee Benefit Plan
 plan
 - 62 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
  SSG plan
  17. Legal Proceedings:
    - 63 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
   18.
Subsequent Events (unaudited):
   - 64 -




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##### Table of Contents



ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures. CEO CFO 1934
Act
 Changes in Internal Controls Over Financial Reporting.
 
 ITEM 9B. OTHER INFORMATION.
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PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 Michael J. Blumenfeld
Age: 60
Director since February 1998
No Board Committees
    
    Mr. Blumenfeld has served as the Companys Chairman of the Board and Chief Executive Officer since
February 1998. Mr. Blumenfeld served as President of the Company from February 1998 to January
2000. From July 1997 until February 1998, Mr. Blumenfeld served as President and Chief Executive
Officer of Collegiate Pacific, Inc., a Texas corporation, that sold all of its assets to the
Company in February 1998. From 1992 until November 1996, Mr. Blumenfeld served as Chairman of the
Board and Chief Executive Officer of Sport Supply Group, Inc., a company engaged in the direct mail
marketing of sports related equipment. Mr. Blumenfeld is Adam Blumenfelds father.Adam Blumenfeld
Age: 36
Director since January 2000
No Board Committees
    
    Mr. Blumenfeld is the Companys President and has served in that capacity since joining the Company
in January 2000. From January 1998 through December 1999, Mr. Blumenfeld was Vice President of
Sales and Marketing of Sport Supply Group, Inc., a company engaged in the direct mail marketing of
sports related equipment. Mr. Blumenfelds other positions with Sport Supply Group included Vice
President of Youth Sales from January 1995 to January 1998, and Director of Youth Sales from August
1993 to December 1994. Mr. Blumenfeld is Michael Blumenfelds son.Jeff Davidowitz
Age: 50
Director since June 1998
Board Committees: Audit,
Nominating and Stock Option
    
    Mr. Davidowitz is the President of Penn Footwear, a private investment company, and has served in
that capacity since 1991. Mr. Davidowitz is independent, as defined in Section 121(A) of the
listing standards of the American Stock Exchange.William H. Watkins, Jr.
Age: 65
Director since February 1998
Board Committees: Audit,
Nominating and Stock Option
    
    Mr. Watkins is a partner in the public accounting firm of Watkins Uiberall, PLLC, CPAs and has
served in that capacity since 1971. Since 1994, Mr. Watkins has also served as a member of the
Tennessee Board of Regents and as the Chairman of the Board of Regents Audit Committee. Form July
2001 to June 2005, he served as Chairman of the Board of Regents Finance and Administration
Committee and Chairman of Finance and Administration from July 2001 to June 2005. From July 2003
to June 2005, he has also served as the Chairman of the Board of BKR Internationals Americas
region. The Companys Board has previously determined that Mr. Watkins is an audit committee
financial expert, as such term is defined in Item 401(h)(ii) of Regulation S-K promulgated under
the Exchange Act and is
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independent, as defined in Section 121(A) of the listing standards of the American Stock Exchange.Robert W. Hampton
Age: 59
Director since March 2001
Board Committees: Audit,
Nominating and Stock Option
    
    Mr. Hampton is Chief Executive Officer of Jones MediaAmerica, Inc., President of Jones Radio
Networks, Inc., and Group Vice-President of Jones International, Ltd. Since 1985, Mr. Hampton has
held various executive positions at Jones International, Ltd., a holding company whose subsidiaries
have conducted business in several areas including cable television, radio, advertising sales
representation, education and software development. Prior to joining Jones International, Ltd.,
Mr. Hampton held various management positions at Xerox Corporation. Mr. Hampton is independent, as
defined in Section 121(A) of the listing standards of the American Stock Exchange.Information Concerning Executive OfficersBackground information about the Companys executive officers who are not directors is set forth
below:Arthur J. Coerver
Age: 63
    
    Mr. Coerver is the Companys Chief Operating Officer and has served in that capacity since joining
the Company in February 1998. From 1991 through 1997, Mr. Coerver was Vice President of Sales and
Marketing of Sport Supply Group, Inc., a company engaged in the direct mail marketing of sports
related equipment.Harvey Rothenberg
Age: 64
    
    Mr. Rothenberg has served as the Companys Vice President of Marketing and served in that capacity
since February 1998. From 1977 to 1998, Mr. Rothenberg served as Vice President of Sales for Sport
Supply Group, Inc., a company engaged in the direct mail marketing of sports related equipment.William R. Estill
Age 57
    
    Mr. Estill has served as the Companys Chief Financial Officer, Treasurer and Secretary since July
1999. From December 1997 to February 1999, Mr. Estill served as Vice President of Finance for FWT,
Inc., a manufacturer of telecommunications structures.Tevis Martin
Age 50
    
    Mr. Martin is the Companys Executive Vice President, U.S. Operations and has served in that
capacity since July 1, 2005. From December 2004 to June 2005, Mr. Martin served as the Companys
Director, U.S. Operations. From 2000 to 2004, Mr. Martin served as a Senior Vice President of
Telogy, Inc.Kurt Hagan
Age 37
    
    Mr. Hagan is the Companys Executive Vice President of Sales and Marketing and has served in that
capacity since January 2006. From October 2004 to December 2005, Mr. Hagan served as the President
and Founder of
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Grill Pod, L.P. and from 1992 to 2004 as Vice President Sales/Private Label of Fossil, Inc.Chadd H. Edlein
Age 33
    
    Mr. Edlein has served as the Companys Vice President Corporate Development since July 1997.
 - 68 -




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##### Table of Contents



Board Committees
  Audit Committee Exchange
Act
 http://www.colpac.com
 Nominating Committee http://www.colpac.com
   - 69 -




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##### Table of Contents



Compensation Committee http://www.colpac.com
 Meetings and Attendance
  Communications with the Board
  Code of Ethics
 http://www.colpac.com
 Section 16(a) Beneficial Ownership Reporting Compliance
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ITEM 11. EXECUTIVE COMPENSATION.
 General
 Named Executive
Officers
  Summary Compensation Table
 Long-TermAnnual Compensation
    
    CompensationFiscal
    
    
    
    
    
    
    
    
    
    Stock OptionsName and Principal Positions
    
    Year
    
    Salary ($)
    
    Bonus($)
    
    (#)Michael J. Blumenfeld
    
    
    2006
    
    
    
    375,000
    
    
    
    
    
    
    
    Chairman of the Board and
    
    
    2005
    
    
    
    205,425
    
    
    
    
    
    
    
    Chief Executive Officer
    
    
    2004
    
    
    
    172,000
    
    
    
    5,590Adam Blumenfeld
    
    
    2006
    
    
    
    375,000
    
    
    
    
    
    
    
    President
    
    
    2005
    
    
    
    205,113
    
    
    
    
    
    
    
    2004
    
    
    
    162,000
    
    
    
    5,625
    
    
    
    20,000William Estill
    
    
    2006
    
    
    
    245,000
    
    
    
    
    
    
    
    Chief Financial Officer and
    
    
    2005
    
    
    
    186,083
    
    
    
    
    
    
    
    Secretary
    
    
    2004
    
    
    
    160,000
    
    
    
    5,125
    
    
    
    10,000Tevis Martin
    
    
    2006
    
    
    
    175,000
    
    
    
    
    
    
    
    Executive Vice President, U.S.
    
    
    2005
    
    
    
    87,500
    *
    
    
    
    
    
    
    125,000Operations
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    Kurt Hagan
    
    
    2006
    
    
    
    80,000
    **
    
    
    
    
    
    
    Executive Vice President, Sales
    
    
    2005
    
    
    
    
    
    
    
    
    
    
    
    and Marketing
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
 
 *    -
    
    Mr. Martin became the Executive Vice President, U.S. Operations on July 1, 2005.
From December 2004 to June 2005, Mr. Martin served as the Companys Director, U.S. Operations.**   -
    
    Mr. Hagan became the Executive Vice President, Sales and Marketing on January 1, 2006. - 71 -




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Stock Options
   Aggregated Option Exercises in Fiscal 2006 and Fiscal Year-End Option Values
 Number of Shares
    
    Value of UnexercisedUnderlying Unexercised
    
    In-the Money OptionsOptions at Fiscal Year-End (#)
    
    At Fiscal Year-End($)(a)Name
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableMichael J. Blumenfeld
    
    
    130,000
    
    
    
    0
    
    
    $
    737,500
    
    
    $
    0Adam Blumenfeld
    
    
    115,000
    
    
    
    0
    
    
    
    552,800
    
    
    
    0William Estill
    
    
    50,000
    
    
    
    0
    
    
    
    198,800
    
    
    
    0Tevis Martin
    
    
    125,000
    
    
    
    0
    
    
    
    0
    
    
    
    0Kurt Hagan
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
 a   -
    
    Represents the difference between $10.75, the closing price of the common stock on
June 30, 2006, and the exercise price of the options. Change in Control Agreements
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Director Compensation
  Compensation Committee Interlocks and Insider Participation
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
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##### Table of Contents



Total as aOptions/Notes
    
    
    
    
    
    Percentage ofNumber of
    
    Exercisable
    
    Total
    
    SharesShares
    
    Within 60
    
    Beneficial
    
    OutstandingBeneficial Owner
    
    Owned
    
    Days
    
    Ownership
    
    (if 1% or more)aSkystone Advisors LLC
Two International Place
Suite 1800
Boston, MA 02110
    
    
    1,535,800
    b
    
    
    273,037
    
    
    
    1,808,837
    
    
    
    17.2
    %Wellington Management
Company, LLP
75 State Street
Boston, MA 02109
    
    
    1,377,907
    c
    
    
    
    
    
    
    1,377,907
    
    
    
    13.5
    %Ashford Capital Management, Inc.
P.O. Box 4172
Wilmington, Delaware 19807
    
    
    1,010,600
    d
    
    
    
    
    
    
    1,010,600
    
    
    
    9.9
    %Michael J. Blumenfeld
    
    
    1,528,886
    
    
    
    130,000
    
    
    
    1,658,886
    
    
    
    16.0
    %Adam Blumenfeld
    
    
    243,100
    
    
    
    115,000
    
    
    
    358,100
    
    
    
    3.5
    %Jeff Davidowitz
    
    
    140,302
    e
    
    
    18,500
    
    
    
    158,802
    
    
    
    1.6
    %Tevis Martin
    
    
    1,000
    
    
    
    125,000
    
    
    
    126,000
    
    
    
    1.2
    %William H. Watkins, Jr.
    
    
    43,403
    f
    
    
    18,500
    
    
    
    61,903
    
    
    
    *Robert W. Hampton
    
    
    
    
    
    
    15,000
    
    
    
    15,000
    
    
    
    *William R. Estill
    
    
    2,458
    
    
    
    50,000
    
    
    
    52,458
    
    
    
    *Kurt Hagan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *Directors and executive
officers as a group (11 persons)
    
    
    2,063,056
    
    
    
    602,500
    
    
    
    2,665,556
    
    
    
    24.6
    %
 
 *   -
    
    The percentage of shares beneficially owned does not exceed 1%.a   -
    
    Based on the number of shares outstanding (10,229,160) at the close of business on September 19, 2006.b   -
    
    Based on information filed on a Form 4/A with the SEC on July 7, 2006.c   -
    
    Based on information filed on a Schedule 13G with the SEC on February 14, 2006.d   -
    
    Based on information filed on a Schedule 13G with the SEC on February 8, 2006.e   -
    
    Includes (i) 34,751 shares held by Penn Footwear Retirement Trust of which Mr. Davidowitz is a trustee, (ii) 67,551
shares held by JIBS Equities LP of which Mr. Davidowitz is a general partner, (iii) 9,000 shares held by Penn
Footwear, Inc. of which Mr. Davidowitz is President and a stockholder, (iv) 4,000 shares held by Oldfield Company of
which Mr. Davidowitz is President and a stockholder, (v) 10,000 shares held by DVD Partners LP of which Mr. Davidowitz
is a general partner, and (vi) 10,000 shares held by 3D Partners LP of which Mr. Davidowitz is general partner.f   -
    
    Includes 30,303 shares held in trust for the benefit of Mr. Watkins. - 74 -




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##### Table of Contents



Equity Compensation Plan Information
 Number of SecuritiesNumber of Securities
    
    
    
    
    
    
    Remaining Available forto be Issued Upon
    
    
    Weighted-Average
    
    
    Future Issuance Under EquityExercise of
    
    
    Exercise Price of
    
    
    Compensation PlansOutstanding Options,
    
    
    Outstanding Options,
    
    
    (excluding SecuritiesWarrants and Rights
    
    
    Warrants and Rights
    
    
    Reflected in Column (a)Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity Compensation
Plans Approved by
Security Holders
    
    
    1,144,600
    
    
    $
    8.56
    
    
    
    5,300Equity Compensation
Plans Not Approved
by Security Holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,144,600
    
    
    $
    8.56
    
    
    
    5,300
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 Audit Fees
  Audit Related Fees
  Tax Fees
  All Other Fees
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##### Table of Contents



Audit Committee Pre-Approval Policies
    
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
  Financial Statements
 Page ReferenceForm 10-KReport of Independent Registered Public Accounting Firm
    
    
    39Consolidated Balance Sheets as of June 30, 2006 and 2005
    
    
    40Consolidated Statements of Income for the fiscal years
ended June 30, 2006, 2005 and 2004
    
    
    41Consolidated Statements of Stockholders Equity for the
fiscal years ended June 30, 2006, 2005 and 2004
    
    
    42Consolidated Statements of Cash Flows for the fiscal years
ended June 30, 2006, 2005 and 2004
    
    
    43Notes to Consolidated Financial Statements
    
    
    44
 Consolidated financial statement schedule
 II  Valuation and qualifying accounts
    
    
    83
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Exhibits
 ExhibitNumber
    
    Description
    
    Location2.1
    
    Agreement and Plan of Merger,
dated as of December 30, 2003,
by and among Tomark, Inc.,
Collegiate Pacific Inc., BOO
Merger Corp., Thomas C. White
and Mark S. Harpin.
    
    Exhibit 2.1 to the
Registrants Current
Report on Form 8-K filed
on January 23, 2004.2.2
    
    Asset Purchase Agreement, dated
as of February 9, 2004, by and
among Kesslers Team Sports,
Inc., Collegiate Pacific Inc.,
BOO Acquisition Corp., Bob
Dickman, Dan Dickman, Phil
Dickman and Floyd Dickman.
    
    Exhibit 2.1 to the
Registrants Current
Report on Form 8-K filed
on April 8, 2004.2.3
    
    Stock Purchase Agreement, dated
as of July 23, 2004, by and
among Collegiate Pacific Inc.,
Kenneth L. Caravati and C.
Michael Caravati.
    
    Exhibit 2.1 to the
Registrants Current
Report on Form 8-K filed
on August 10, 2004.2.4
    
    Stock Purchase Agreement, dated
as of December 10, 2004, by and
among Collegiate Pacific Inc.,
Barbara L. Smith, Carmine
McWeeney and Michael McWeeney.
    
    Exhibit 99.1 to the
Registrants current
Report on Form 8-K filed
on December 13, 2004.2.5
    
    Stock Purchase Agreement, dated
as of May 11, 2005, by and among
Collegiate Pacific Inc., Albert
A. Messier and Daniel F.
Salkeld.
    
    Exhibit 10.1 to the
Registrants Quarterly
Report on Form 10-QSB for
the fiscal quarter ended
March 31, 2005.2.6
    
    Stock Purchase Agreement, dated
as of July 1, 2005, by and among
Collegiate Pacific Inc., Emerson
Radio Corp. and Emerson Radio
(Hong Kong) Limited.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K filed
on July 8, 2005.2.7
    
    Asset Purchase Agreement, dated
as of August 3, 2005, by and
among Collegiate Pacific Inc.,
Salkeld & Sons, Inc. and Albert
A. Messier.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K filed
on August 5, 2005.3.1
    
    Certificate of Incorporation of
the Registrant.
    
    Exhibit 1 to the
Registrants Registration
Statement on Form 8-A
filed on September 9,
1999.
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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location3.2
    
    By-Laws of the Registrant.
    
    Exhibit 2 to the
Registrants Registration
Statement on Form 8-A
filed on September 9,
1999.3.3
    
    Certificate of Amendment to
Certificate of Incorporation of
Collegiate Pacific Inc.
    
    Exhibit 3.10 to the
Registrants Registration
Statement on Form SB-2
(No. 333-34294) originally
filed on April 7, 2000.4.1
    
    Specimen Certificate of Common
Stock, $0.01 par value, of
Collegiate Pacific Inc.
    
    Exhibit 3 to the
Registrants Registration
Statement on Form 8-A
filed on September 9,
1999.4.2
    
    Indenture, dated as of November
26, 2004, by and between
Collegiate Pacific Inc. and The
Bank of New York Trust Company
N.A., as Trustee.
    
    Exhibit 99.1 to the
Registrants Current
Report on Form 8-K filed
on November 29, 2004.4.3
    
    Form of 5.75% Convertible Senior
Subordinated Note Due 2009
(included in Section 2.2 of
Exhibit 4.2 to this report).
    
    Exhibit 99.2 to the
Registrants Current
Report on Form 8-K filed
on November 29, 2004.4.4
    
    Registration Rights Agreement,
dated as of November 26, 2004,
by and between Collegiate
Pacific Inc. and Thomas Weisel
Partners LLC.
    
    Exhibit 99.3 to the
Registrants Current
Report on Form 8-K filed
on November 29, 2004.10.1
    
    Credit Agreement, dated June 29,
2006, by and among Collegiate
Pacific Inc., the financial
institutions or other entities
from time to time parties
thereto, each as a Lender, and
Merrill Lynch Capital, a
division of Merrill Lynch
Business Financial Services
Inc., individually as a Lender,
as Administrative Agent, Sole
Bookrunner and Sole Lead
Manager.*10.2
    
    Amended and Restated 1998
Collegiate Pacific Inc. Stock
Option Plan and form of Stock
Option Agreements.
    
    Exhibit 10.3 to the
Registrants Annual Report
on Form 10-KSB filed for
the fiscal year ended June
30, 2004.10.3
    
    Collegiate Pacific Inc.s 401(k)
Plan, dated as of April 15,
2005.
    
    Exhibit 10.16 to the
Registrants Annual Report
on Form 10-KSB filed for
the fiscal year ended June
30, 2005.10.4
    
    Form of Indemnification
Agreement for Collegiate Pacific
directors and executive
officers, dated January 27,
2006.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K filed
on January 31, 2006.10.5
    
    Executive Cash Bonus Plan, dated
    
    Exhibit 10.1 to the Registrants Current
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##### Table of Contents



ExhibitNumber
    
    Description
    
    LocationDecember 7, 2005.
    
    Report on Form 8-K filed
on December 12, 2005.10.6
    
    Director Compensation Plan,
dated December 7, 2005.
    
    Exhibit 10.2 to the
Registrants Current
Report on Form 8-K filed
on December 12, 2005.10.7
    
    Form of Change in Control
Agreement for certain officers
of Collegiate Pacific, dated
June 16, 2006.
    
    Exhibit 10.2 to the
Registrants Current
Report on Form 8-K filed
on June 20, 2006.10.8
    
    Lease Agreement, dated July 1,
1997, by and between Collegiate
Pacific Inc. and The Realty
Associates Fund VI, L.P.
    
    Exhibit 10.8 to the
Registrants Annual Report
on Form 10-KSB filed for
the fiscal year ended June
30, 1998.10.9
    
    Lease Agreement, dated April 1,
2004, by and between Collegiate
Pacific Inc. and RPD Services,
Inc.
    
    Exhibit 10.2 to the
Registrants Quarterly
Report on Form 10-QSB for
the fiscal quarter ended
March 31, 2004.10.10
    
    Lease Agreement, dated May 21,
2004, by and between Tomark
Sports, Inc., and Edward A.
Money and Marilyn J. Money,
Trustees of the Money Family
Trust.
    
    Exhibit 10.6 to the
Registrants Annual Report
on Form 10-KSB filed for
the fiscal year ended June
30, 2005.10.11
    
    Lease Agreement, dated July 6,
1994, by and between Dixie
Sporting Goods Co., Inc. and E.
Carlton Wilton.
    
    Exhibit 10.7 to the
Registrants Annual Report
on Form 10-KSB filed for
the fiscal year ended June
30, 2004.10.12
    
    Lease Amendment and Extension,
dated February 26, 2005, by and
between Dixie Sporting Goods
Co., Inc. and The Wilton
Companies, LLC.
    
    Exhibit 10.1 to the
Registrants Quarterly
Report on Form 10-Q filed
for the fiscal quarter
ended March 31, 2006.10.13
    
    Lease Agreement, dated December
10, 2004, by and between
McWeeney Smith Partnership and
CMS of Central Florida, Inc
d/b/a Orlando Team Sports.
    
    Exhibit 10.4 to the
Registrants Quarterly
Report on Form 10-QSB for
the fiscal quarter ended
December 31, 2004.10.14
    
    Lease Agreement, dated as of
August 3, 2005, by and among
Salkeld & Sons, Inc. and Albert
A. Messier.
    
    Exhibit 10.2 to the
Registrants Current
Report on Form 8-K filed
on August 5, 2005.10.15
    
    Second Amendment to Lease, dated
as of February 10, 2003, by and
between Collegiate Pacific Inc.
and The Realty Associates Fund
VI, L.P.
    
    Exhibit 10.18 to the
Registrants Annual Report
on Form 10-KSB filed for
the fiscal year ended June
30, 2005.10.16
    
    Amendment to License Agreement,
dated as of December 21, 2000,
as amended on May 1, 2005, by
and among MarMark Corporation,
Equilink Licensing Corporation
and Sport Supply Group, Inc.
    
    Exhibit 10.4 to the
Registrants Quarterly
Report on Form 10-Q filed
for the fiscal quarter
ended September 30, 2005.
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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location10.17
    
    Loan and Security Agreement, dated as
of March 27, 2001, by and between
Congress Financial Corporation
(Southwest) and Sport Supply Group,
Inc., as amended on October 1, 2002,
June 27, 2003, November 6, 2003,
December 29, 2003, February 9, 2004 and
October 20, 2004.
    
    Exhibit 10.5 to the
Registrants
Quarterly Report on
Form 10-Q filed for
the fiscal quarter
ended September 30,
2005.10.18
    
    Agreement, dated as of December 9,
1986, by and between Voit Corporation
and Sport Supply Group, Inc., the
successor-in-interest to BSN Corp., as
amended on August 1, 2003.
    
    Exhibit 10.6 to the
Registrants
Quarterly Report on
Form 10-Q filed for
the fiscal quarter
ended September 30,
2005.10.19
    
    Software End-User License Agreement ,
dated as of June 11, 1998, by and
between SAP America, Inc. and Sport
Supply Group, Inc., as amended on
January 1, 2004.
    
    Exhibit 10.7 to the
Registrants
Quarterly Report on
Form 10-Q filed for
the fiscal quarter
ended September 30,
2005.10.20
    
    Lease Agreement, dated as of April 25,
1994, by and between Sport Supply
Group, Inc. and Prologis
(successor-in-interest to APT-Cabot
Texas, Inc., as successor-in-interest
to Centre Development Co., Inc.), as
amended on July 8, 1994, and June 10,
2004.
    
    Exhibit 10.8 to the
Registrants
Quarterly Report on
Form 10-Q filed for
the fiscal quarter
ended September 30,
2005.10.21
    
    Lease Agreement, dated as of July 28,
1989, by and between Sport Supply
Group, Inc. and Merit Investment
Partners, L.P., as amended on July 13,
1998, July 31, 2000, and April 15,
2004.
    
    Exhibit 10.8 to the
Registrants
Quarterly Report on
Form 10-Q filed for
the fiscal quarter
ended September 30,
2005.10.22
    
    Sport Supply Group, Inc. Amended and
Restated Stock Option Plan, dated March
21, 1997, as amended on August 28,
2003.
    
    Exhibit 10.8 to the
Registrants
Quarterly Report on
Form 10-Q filed for
the fiscal quarter
ended September 30,
2005.10.23
    
    Management Services Agreement, dated
August 14, 2006, by and between
Collegiate Pacific Inc. and Sport
Supply Group, Inc.
    
    Exhibit 10.1 to the
Registrants
Current Report on
Form 8-K filed on
August 16, 2006.10.24
    
    Lease Agreement, dated as of October 1,
2004, by and between Salkeld & Sons,
Inc. and First American Bank.*10.25
    
    Third Amendment to Lease Agreement,
dated as of August 31, 2006, by and
between Prologis and Sport Supply
Group, Inc.*10.26
    
    Fourth Amendment to Lease Agreement,
dated as of August 25, 2006, by and
between Acquiport
 - 80 -




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##### Table of Contents



ExhibitNumber
    
    Description
    
    LocationDFWIP, Inc.
(successor-in-interest to Merit
Investment Partners, L.P.) and Sport
Supply Group, Inc.*12
    
    Ratio of Earnings to Fixed Charges*14
    
    Code of Ethics.
    
    Exhibit 14 to the
Registrants Annual
Report on Form
10-KSB for the
fiscal year ended
June 30, 2003.21
    
    Subsidiaries of Collegiate Pacific Inc.*23
    
    Consent of Grant Thornton LLP.*31.1
    
    Certification of the Chief Executive
Officer pursuant to Rule 13a-14(a) or
15(d)-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act
of 2002.*31.2
    
    Certification of the Chief Financial
Officer pursuant to Rule 13a-14(a) or
15(d)-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act
of 2002.*32.1
    
    Certification of the Chief Executive
Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**
 
 *
    
    Filed herewith**
    
    Furnished herewith - 81 -




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##### Table of Contents



SIGNATURES
  COLLEGIATE PACIFIC INC.September 22, 2006
    By:
    /s/ Michael J. BlumenfeldMichael J. Blumenfeld,Chairman of the Board and Chief
Executive Officer

(Principal Executive Officer) POWER OF ATTORNEY
   Signature
    
    
    
    Capacity/s/ Michael J. Blumenfeld

Michael J. Blumenfeld
    
    
    
    Chairman of the Board and Chief Executive Officer/s/ Adam Blumenfeld

Adam Blumenfeld
    
    
    
    President and Director/s/ William R. Estill
    
    
    
    Chief Financial Officer, Secretary and TreasurerWilliam R. Estill
    
    
    
    (Principal Accounting and Financial Officer)/s/ Jeff Davidowitz

Jeff Davidowitz
    
    
    
    Director/s/ Robert W. Hampton

Robert W. Hampton
    
    
    
    Director/s/ William H. Watkins, Jr.

William H. Watkins, Jr.
    
    
    
    Director
 - 82 -




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##### Table of Contents



COLLEGIATE PACIFIC INC.
Schedule II  VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
 Additions
    
    
    
    
    
    DeductionsBalanceat
    
    Charged
    
    
    
    
    
    Amountsbeginning
    
    to costs
    
    Charged
    
    Charged to
    
    
    
    
    
    Balanceof
    
    and
    
    to other
    
    reserve net of
    
    Other
    
    at endyear
    
    expenses
    
    Accounts
    
    reinstatements
    
    Changes
    
    of yearYear ended June 30, 2006Allowance for doubtful
accounts
    
    
    1,042
    
    
    
    982
    
    
    
    
    
    
    
    (528
    )
    
    
    
    
    
    
    1,496Inventory reserve
    
    
    439
    
    
    
    2,199
    
    
    
    
    
    
    
    (408
    )
    
    
    
    
    
    
    2,230Deferred tax valuation reserve
    
    
    
    
    
    
    
    
    
    
    3,083
    
    
    
    
    
    
    
    
    
    
    
    3,083Year ended June 30, 2005Allowance for doubtful
accounts
    
    
    636
    
    
    
    574
    
    
    
    
    
    
    
    (432
    )
    
    
    264

F1
    
    
    1,042Inventory reserve
    
    
    130
    
    
    
    666
    
    
    
    
    
    
    
    (357
    )
    
    
    
    
    
    
    439Deferred tax valuation reserve
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Year ended June 30, 2004Allowance for doubtful
accounts
    
    
    121
    
    
    
    195
    
    
    
    
    
    
    
    (169
    )
    
    
    489

F1
    
    
    636Inventory reserve
    
    
    71
    
    
    
    62
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    130Deferred tax valuation reserve
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 F1
    
    Represents effect of business acquisitions - 83 -




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description
    
    Location2.1
    
    Agreement and Plan of Merger,
dated as of December 30, 2003,
by and among Tomark, Inc.,
Collegiate Pacific Inc., BOO
Merger Corp., Thomas C. White
and Mark S. Harpin.
    
    Exhibit 2.1 to the
Registrants Current
Report on Form 8-K filed
on January 23, 2004.2.2
    
    Asset Purchase Agreement, dated
as of February 9, 2004, by and
among Kesslers Team Sports,
Inc., Collegiate Pacific Inc.,
BOO Acquisition Corp., Bob
Dickman, Dan Dickman, Phil
Dickman and Floyd Dickman.
    
    Exhibit 2.1 to the
Registrants Current
Report on Form 8-K filed
on April 8, 2004.2.3
    
    Stock Purchase Agreement, dated
as of July 23, 2004, by and
among Collegiate Pacific Inc.,
Kenneth L. Caravati and C.
Michael Caravati.
    
    Exhibit 2.1 to the
Registrants Current
Report on Form 8-K filed
on August 10, 2004.2.4
    
    Stock Purchase Agreement, dated
as of December 10, 2004, by and
among Collegiate Pacific Inc.,
Barbara L. Smith, Carmine
McWeeney and Michael McWeeney.
    
    Exhibit 99.1 to the
Registrants current
Report on Form 8-K filed
on December 13, 2004.2.5
    
    Stock Purchase Agreement, dated
as of May 11, 2005, by and among
Collegiate Pacific Inc., Albert
A. Messier and Daniel F.
Salkeld.
    
    Exhibit 10.1 to the
Registrants Quarterly
Report on Form 10-QSB for
the fiscal quarter ended
March 31, 2005.2.6
    
    Stock Purchase Agreement, dated
as of July 1, 2005, by and among
Collegiate Pacific Inc., Emerson
Radio Corp. and Emerson Radio
(Hong Kong) Limited.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K filed
on July 8, 2005.2.7
    
    Asset Purchase Agreement, dated
as of August 3, 2005, by and
among Collegiate Pacific Inc.,
Salkeld & Sons, Inc. and Albert
A. Messier.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K filed
on August 5, 2005.3.1
    
    Certificate of Incorporation of
the Registrant.
    
    Exhibit 1 to the
Registrants Registration
Statement on Form 8-A
filed on September 9,
1999.




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location3.2
    
    By-Laws of the Registrant.
    
    Exhibit 2 to the
Registrants Registration
Statement on Form 8-A
filed on September 9,
1999.3.3
    
    Certificate of Amendment to
Certificate of Incorporation of
Collegiate Pacific Inc.
    
    Exhibit 3.10 to the
Registrants Registration
Statement on Form SB-2
(No. 333-34294) originally
filed on April 7, 2000.4.1
    
    Specimen Certificate of Common
Stock, $0.01 par value, of
Collegiate Pacific Inc.
    
    Exhibit 3 to the
Registrants Registration
Statement on Form 8-A
filed on September 9,
1999.4.2
    
    Indenture, dated as of November
26, 2004, by and between
Collegiate Pacific Inc. and The
Bank of New York Trust Company
N.A., as Trustee.
    
    Exhibit 99.1 to the
Registrants Current
Report on Form 8-K filed
on November 29, 2004.4.3
    
    Form of 5.75% Convertible Senior
Subordinated Note Due 2009
(included in Section 2.2 of
Exhibit 4.2 to this report).
    
    Exhibit 99.2 to the
Registrants Current
Report on Form 8-K filed
on November 29, 2004.4.4
    
    Registration Rights Agreement,
dated as of November 26, 2004,
by and between Collegiate
Pacific Inc. and Thomas Weisel
Partners LLC.
    
    Exhibit 99.3 to the
Registrants Current
Report on Form 8-K filed
on November 29, 2004.10.1
    
    Credit Agreement, dated June 29,
2006, by and among Collegiate
Pacific Inc., the financial
institutions or other entities
from time to time parties
thereto, each as a Lender, and
Merrill Lynch Capital, a
division of Merrill Lynch
Business Financial Services
Inc., individually as a Lender,
as Administrative Agent, Sole
Bookrunner and Sole Lead
Manager.*10.2
    
    Amended and Restated 1998
Collegiate Pacific Inc. Stock
Option Plan and form of Stock
Option Agreements.
    
    Exhibit 10.3 to the
Registrants Annual Report
on Form 10-KSB filed for
the fiscal year ended June
30, 2004.10.3
    
    Collegiate Pacific Inc.s 401(k)
Plan, dated as of April 15,
2005.
    
    Exhibit 10.16 to the
Registrants Annual Report
on Form 10-KSB filed for
the fiscal year ended June
30, 2005.10.4
    
    Form of Indemnification
Agreement for Collegiate Pacific
directors and executive
officers, dated January 27,
2006.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K filed
on January 31, 2006.10.5
    
    Executive Cash Bonus Plan, dated
December 7, 2005.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K filed
on December 12, 2005.




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location10.6
    
    Director Compensation Plan,
dated December 7, 2005.
    
    Exhibit 10.2 to the
Registrants Current
Report on Form 8-K filed
on December 12, 2005.10.7
    
    Form of Change in Control
Agreement for certain officers
of Collegiate Pacific, dated
June 16, 2006.
    
    Exhibit 10.2 to the
Registrants Current
Report on Form 8-K filed
on June 20, 2006.10.8
    
    Lease Agreement, dated July 1,
1997, by and between Collegiate
Pacific Inc. and The Realty
Associates Fund VI, L.P.
    
    Exhibit 10.8 to the
Registrants Annual Report
on Form 10-KSB filed for
the fiscal year ended June
30, 1998.10.9
    
    Lease Agreement, dated April 1,
2004, by and between Collegiate
Pacific Inc. and RPD Services,
Inc.
    
    Exhibit 10.2 to the
Registrants Quarterly
Report on Form 10-QSB for
the fiscal quarter ended
March 31, 2004.10.10
    
    Lease Agreement, dated May 21,
2004, by and between Tomark
Sports, Inc., and Edward A.
Money and Marilyn J. Money,
Trustees of the Money Family
Trust.
    
    Exhibit 10.6 to the
Registrants Annual Report
on Form 10-KSB filed for
the fiscal year ended June
30, 2005.10.11
    
    Lease Agreement, dated July 6,
1994, by and between Dixie
Sporting Goods Co., Inc. and E.
Carlton Wilton.
    
    Exhibit 10.7 to the
Registrants Annual Report
on Form 10-KSB filed for
the fiscal year ended June
30, 2004.10.12
    
    Lease Amendment and Extension,
dated February 26, 2005, by and
between Dixie Sporting Goods
Co., Inc. and The Wilton
Companies, LLC.
    
    Exhibit 10.1 to the
Registrants Quarterly
Report on Form 10-Q filed
for the fiscal quarter
ended March 31, 2006.10.13
    
    Lease Agreement, dated December
10, 2004, by and between
McWeeney Smith Partnership and
CMS of Central Florida, Inc
d/b/a Orlando Team Sports.
    
    Exhibit 10.4 to the
Registrants Quarterly
Report on Form 10-QSB for
the fiscal quarter ended
December 31, 2004.10.14
    
    Lease Agreement, dated as of
August 3, 2005, by and among
Salkeld & Sons, Inc. and Albert
A. Messier.
    
    Exhibit 10.2 to the
Registrants Current
Report on Form 8-K filed
on August 5, 2005.10.15
    
    Second Amendment to Lease, dated
as of February 10, 2003, by and
between Collegiate Pacific Inc.
and The Realty Associates Fund
VI, L.P.
    
    Exhibit 10.18 to the
Registrants Annual Report
on Form 10-KSB filed for
the fiscal year ended June
30, 2005.10.16
    
    Amendment to License Agreement,
dated as of December 21, 2000,
as amended on May 1, 2005, by
and among MarMark Corporation,
Equilink Licensing Corporation
and Sport Supply Group, Inc.
    
    Exhibit 10.4 to the
Registrants Quarterly
Report on Form 10-Q filed
for the fiscal quarter
ended September 30, 2005.




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location10.17
    
    Loan and Security Agreement, dated as
of March 27, 2001, by and between
Congress Financial Corporation
(Southwest) and Sport Supply Group,
Inc., as amended on October 1, 2002,
June 27, 2003, November 6, 2003,
December 29, 2003, February 9, 2004 and
October 20, 2004.
    
    Exhibit 10.5 to the
Registrants
Quarterly Report on
Form 10-Q filed for
the fiscal quarter
ended September 30,
2005.10.18
    
    Agreement, dated as of December 9,
1986, by and between Voit Corporation
and Sport Supply Group, Inc., the
successor-in-interest to BSN Corp., as
amended on August 1, 2003.
    
    Exhibit 10.6 to the
Registrants
Quarterly Report on
Form 10-Q filed for
the fiscal quarter
ended September 30,
2005.10.19
    
    Software End-User License Agreement ,
dated as of June 11, 1998, by and
between SAP America, Inc. and Sport
Supply Group, Inc., as amended on
January 1, 2004.
    
    Exhibit 10.7 to the
Registrants
Quarterly Report on
Form 10-Q filed for
the fiscal quarter
ended September 30,
2005.10.20
    
    Lease Agreement, dated as of April 25,
1994, by and between Sport Supply
Group, Inc. and Prologis
(successor-in-interest to APT-Cabot
Texas, Inc., as successor-in-interest
to Centre Development Co., Inc.), as
amended on July 8, 1994, and June 10,
2004.
    
    Exhibit 10.8 to the
Registrants
Quarterly Report on
Form 10-Q filed for
the fiscal quarter
ended September 30,
2005.10.21
    
    Lease Agreement, dated as of July 28,
1989, by and between Sport Supply
Group, Inc. and Merit Investment
Partners, L.P., as amended on July 13,
1998, July 31, 2000, and April 15,
2004.
    
    Exhibit 10.8 to the
Registrants
Quarterly Report on
Form 10-Q filed for
the fiscal quarter
ended September 30,
2005.10.22
    
    Sport Supply Group, Inc. Amended and
Restated Stock Option Plan, dated March
21, 1997, as amended on August 28,
2003.
    
    Exhibit 10.8 to the
Registrants
Quarterly Report on
Form 10-Q filed for
the fiscal quarter
ended September 30,
2005.10.23
    
    Management Services Agreement, dated
August 14, 2006, by and between
Collegiate Pacific Inc. and Sport
Supply Group, Inc.
    
    Exhibit 10.1 to the
Registrants
Current Report on
Form 8-K filed on
August 16, 2006.10.24
    
    Lease Agreement, dated as of October 1,
2004, by and between Salkeld & Sons,
Inc. and First American Bank.*10.25
    
    Third Amendment to Lease Agreement,
dated as of August 31, 2006, by and
between Prologis and Sport Supply
Group, Inc.*10.26
    
    Fourth Amendment to Lease Agreement,
dated as of August 25, 2006, by and
between Acquiport




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##### Table of Contents



ExhibitNumber
    
    Description
    
    LocationDFWIP, Inc.
(successor-in-interest to Merit
Investment Partners, L.P.) and Sport
Supply Group, Inc.*12
    
    Ratio of Earnings to Fixed Charges*14
    
    Code of Ethics.
    
    Exhibit 14 to the
Registrants Annual
Report on Form
10-KSB for the
fiscal year ended
June 30, 2003.21
    
    Subsidiaries of Collegiate Pacific Inc.*23
    
    Consent of Grant Thornton LLP.*31.1
    
    Certification of the Chief Executive
Officer pursuant to Rule 13a-14(a) or
15(d)-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act
of 2002.*31.2
    
    Certification of the Chief Financial
Officer pursuant to Rule 13a-14(a) or
15(d)-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act
of 2002.*32.1
    
    Certification of the Chief Executive
Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**
 
 *
    
    Filed herewith**
    
    Furnished herewith