##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
  þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934For the quarterly period ended September 30, 2007
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934For the transition period from  to
 Commission File No. 1-15289
 Sport Supply Group, Inc.
  Delaware
    
    22-2795073(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)1901 Diplomat Drive,
Farmers Branch, Texas
    
    75234(Address of Principal Executive Offices)
    
    (Zip code)
 (972) 484-9484
  þ o
  o þ o
  o þ




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SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
  
 PageNumberPART I: FINANCIAL INFORMATIONItem 1.  Consolidated Financial Statements (Unaudited)Condensed Consolidated Balance Sheets at September 30, 2007 and June 30, 2007
    
    
    1Condensed Consolidated Statements of Income for the three months ended September 30, 2007 and 2006
    
    
    2Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2007 and 2006
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 6. Exhibits
    
    
    25SIGNATURES
    
    
    27Exhibit 10.5Exhibit 31.1Exhibit 31.2Exhibit 32




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Consolidated Financial Statements.
 SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share amounts)
 September 30,
    
    
    June 30,2007
    
    
    2007(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    3,709
    
    
    $
    5,670Accounts receivable, net of allowance for doubtful accounts of
$1,372 and $1,296, respectively
    
    
    44,915
    
    
    
    31,154Inventories
    
    
    28,166
    
    
    
    32,241Current portion of deferred income taxes
    
    
    3,877
    
    
    
    3,790Prepaid income taxes
    
    
    2,161
    
    
    
    3,208Prepaid expenses and other current assets
    
    
    2,021
    
    
    
    1,380Total current assets
    
    
    84,849
    
    
    
    77,443PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$5,671 and $4,986, respectively
    
    
    10,753
    
    
    
    10,678DEFERRED DEBT ISSUANCE COSTS, net of accumulated amortization of
$2,295 and $2,035, respectively
    
    
    2,049
    
    
    
    2,309INTANGIBLE ASSETS, net of accumulated amortization of
$3,645 and $3,379, respectively
    
    
    7,758
    
    
    
    8,024GOODWILL
    
    
    54,949
    
    
    
    54,949DEFERRED INCOME TAXES
    
    
    817
    
    
    
    3,045OTHER ASSETS, net
    
    
    135
    
    
    
    144Total assets
    
    $
    161,310
    
    
    $
    156,592LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    23,106
    
    
    $
    16,167Accrued liabilities
    
    
    10,313
    
    
    
    10,318Dividends payable
    
    
    305
    
    
    
    259Accrued interest
    
    
    960
    
    
    
    291Current portion of long-term debt
    
    
    108
    
    
    
    3,608Deferred income tax liability
    
    
    28
    
    
    
    129Total current liabilities
    
    
    34,820
    
    
    
    30,772DEFERRED INCOME TAX LIABILITY
    
    
    3,782
    
    
    
    3,898NOTES PAYABLE AND OTHER LONG-TERM DEBT
    
    
    50,151
    
    
    
    71,386COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS 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;
12,274,186 and 10,440,586 shares issued and
12,188,160 and 10,354,560 shares outstanding, respectively
    
    
    123
    
    
    
    104Additional paid-in capital
    
    
    62,488
    
    
    
    44,276Retained earnings
    
    
    10,603
    
    
    
    6,813Treasury stock at cost, 86,026 shares
    
    
    (657
    )
    
    
    (657
    )Total stockholders equity
    
    
    72,557
    
    
    
    50,536Total liabilities and stockholders equity
    
    $
    161,310
    
    
    $
    156,592
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SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (Unaudited)
 (In thousands, except share and per share amounts)
 Three Months EndedSeptember 30,2007
    
    
    2006Net sales
    
    $
    70,374
    
    
    $
    68,163Cost of sales
    
    
    44,746
    
    
    
    44,100Gross profit
    
    
    25,628
    
    
    
    24,063Selling, general and administrative expenses
    
    
    17,943
    
    
    
    16,803Operating profit
    
    
    7,685
    
    
    
    7,260Other income (expense):Interest income
    
    
    87
    
    
    
    47Interest expense
    
    
    (1,216
    )
    
    
    (1,234
    )Other income
    
    
    50
    
    
    
    37Total other expense
    
    
    (1,079
    )
    
    
    (1,150
    )Income before minority interest in income of
consolidated subsidiary and income taxes
    
    
    6,606
    
    
    
    6,110Income tax provision
    
    
    2,510
    
    
    
    2,312Minority interest in income of consolidated subsidiary, net of tax
    
    
    0
    
    
    
    503Net income
    
    $
    4,096
    
    
    $
    3,295Weighted average number of shares outstanding:Basic
    
    
    11,589,587
    
    
    
    10,229,165Diluted
    
    
    15,132,581
    
    
    
    13,782,914Net income per share common stock  basic
    
    $
    0.35
    
    
    $
    0.32Net income per share common stock  diluted
    
    $
    0.31
    
    
    $
    0.28Dividends declared per share common stock
    
    $
    0.025
    
    
    $
    0.025
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SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 (In thousands)
 Three Months EndedSeptember 30,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    4,096
    
    
    $
    3,295Adjustments to reconcile net income to cash provided by
operating activities:Provision for uncollectible accounts receivable
    
    
    271
    
    
    
    261Depreciation and amortization
    
    
    913
    
    
    
    795Amortization of deferred debt issuance costs
    
    
    260
    
    
    
    208Deferred taxes
    
    
    1,924
    
    
    
    525Stock-based compensation expense
    
    
    83
    
    
    
    Minority interest in consolidated subsidiary
    
    
    
    
    
    
    503Changes in operating assets and liabilities:Accounts receivable
    
    
    (14,032
    )
    
    
    (10,887
    )Inventories
    
    
    4,075
    
    
    
    1,087Prepaid income taxes
    
    
    1,047
    
    
    
    1,705Prepaid expenses and other current assets
    
    
    (641
    )
    
    
    (1,379
    )Other assets, net
    
    
    9
    
    
    
    143Accounts payable
    
    
    6,939
    
    
    
    4,933Accrued liabilities and accrued interest
    
    
    664
    
    
    
    1,278Net cash provided by operating activities:
    
    
    5,608
    
    
    
    2,467CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (722
    )
    
    
    (416
    )Net cash used in investing activities:
    
    
    (722
    )
    
    
    (416
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from bank line of credit
    
    
    262
    
    
    
    6,371Payments on notes payable and line of credit
    
    
    (24,997
    )
    
    
    (4,440
    )Payment of dividends
    
    
    (259
    )
    
    
    (256
    )Proceeds from issuance of common stock
    
    
    18,147
    
    
    
    Net cash provided by (used in) financing activities:
    
    
    (6,847
    )
    
    
    1,675Net change in cash and cash equivalents
    
    
    (1,961
    )
    
    
    3,726Cash and cash equivalents, beginning of year
    
    
    5,670
    
    
    
    4,079Cash and cash equivalents, end of year
    
    $
    3,709
    
    
    $
    7,805SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    514
    
    
    $
    321Cash paid (refunded) for income taxes
    
    $
    (423
    )
    
    $
    73
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SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation:
 Company US GAAP
  2. Business Combinations:
 Old SSG Merger Transaction
   3. Net Sales:
  For the Three Months EndedSeptember 30,2007
    
    
    2006(Unaudited, in thousands)Sporting goods equipment
    
    $
    44,981
    
    
    $
    42,567Soft goods
    
    
    25,393
    
    
    
    25,596Net sales
    
    $
    70,374
    
    
    $
    68,163
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SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 4. Inventories:
   September 30,
    
    
    June 30,2007
    
    
    2007(Unaudited)(In thousands)Raw materials
    
    $
    1,918
    
    
    $
    1,784Work in progress
    
    
    45
    
    
    
    114Finished goods
    
    
    26,203
    
    
    
    30,343Inventories
    
    $
    28,166
    
    
    $
    32,241
 5. Allowance for Doubtful Accounts:
  September 30,
    
    
    June 30,2007
    
    
    2007(Unaudited)(In thousands)Balance at beginning of period
    
    $
    1,296
    
    
    $
    1,496Provision for uncollectible accounts receivable
    
    
    271
    
    
    
    1,099Accounts written off, net of recoveries
    
    
    (195
    )
    
    
    (1,299
    )Balance at end of period
    
    $
    1,372
    
    
    $
    1,296
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SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 6. Income Per Share:
  For the Three Months EndedSeptember 30,2007
    
    
    2006(Unaudited, in thousands exceptshare and per share data)Determination of diluted number of shares:Average common shares outstanding
    
    
    11,589,587
    
    
    
    10,229,165Assumed exercise of dilutive stock options
    
    
    130,025
    
    
    
    140,780Assumed conversion of subordinated
debentures
    
    
    3,412,969
    
    
    
    3,412,969Diluted average common shares outstanding (b)
    
    
    15,132,581
    
    
    
    13,782,914Calculation of diluted earnings per share:Net income
    
    $
    4,096
    
    
    $
    3,295Add: interest component on assumed conversion
of subordinated debentures, net of taxes
    
    
    552
    
    
    
    552Net income, adjusted (a)
    
    $
    4,646
    
    
    $
    3,847Diluted earnings per share (a/b)
    
    $
    0.31
    
    
    $
    0.28
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SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 7. Intangible Assets:
  September 30, 2007
    
    
    June 30, 2007(Unaudited)Asset
    
    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
    
    
    $
    205
    
    
    $
    138
    
    
    $
    343
    
    
    $
    199
    
    
    $
    144Non-compete agreements
    
    
    10
    
    
    
    3,200
    
    
    
    720
    
    
    
    2,480
    
    
    
    3,200
    
    
    
    640
    
    
    
    2,560Customer relationships
    
    
    10
    
    
    
    3,343
    
    
    
    1,293
    
    
    
    2,050
    
    
    
    3,343
    
    
    
    1,200
    
    
    
    2,143Contractual backlog
    
    
    .25-.50
    
    
    
    427
    
    
    
    427
    
    
    
    
    
    
    
    427
    
    
    
    427
    
    
    
    Customer database
    
    
    3
    
    
    
    660
    
    
    
    495
    
    
    
    165
    
    
    
    660
    
    
    
    440
    
    
    
    220Significant contracts
    
    
    5
    
    
    
    327
    
    
    
    146
    
    
    
    181
    
    
    
    327
    
    
    
    130
    
    
    
    197License agreements and
other
    
    
    3-10
    
    
    
    493
    
    
    
    359
    
    
    
    134
    
    
    
    493
    
    
    
    343
    
    
    
    150Total amortizable intangible
assets
    
    
    
    
    
    $
    8,793
    
    
    $
    3,645
    
    
    $
    5,148
    
    
    $
    8,793
    
    
    $
    3,379
    
    
    $
    5,414Non-amortizable intangible
assets:Trademarks
    
    
    
    
    
    $
    2,610
    
    
    
    
    
    
    $
    2,610
    
    
    $
    2,610
    
    
    
    
    
    
    $
    2,610Total non-amortizable
intangible assets
    
    
    
    
    
    $
    2,610
    
    
    
    
    
    
    $
    2,610
    
    
    $
    2,610
    
    
    
    
    
    
    $
    2,610Total intangible assets
    
    
    
    
    
    $
    11,403
    
    
    $
    3,645
    
    
    $
    7,758
    
    
    $
    11,403
    
    
    $
    3,379
    
    
    $
    8,024Goodwill  June 30, 2007
    
    
    
    
    
    $
    54,949Changes in goodwill
    
    
    
    
    
    
    Goodwill  September 30,
2007
    
    
    
    
    
    $
    54,949
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SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 8. Stockholders Equity:
  (In thousands)Stockholders equity at June 30, 2007
    
    $
    50,536Issuance of stock for cash
    
    
    18,147Stock-based compensation
    
    
    83Net income
    
    
    4,096Dividends declared
    
    
    (305
    )Stockholders equity at September 30, 2007
    
    $
    72,557
 9. Legal proceedings:
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SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 10. Subsequent Event:
 Company Amended Credit Agreement MLBFS Revolving Facility
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
  Sport Supply Group we us our Company
 Recent Accounting Pronouncements
 FASB Accounting for Uncertainty in Income Taxes FIN 48 . SFAS Accounting for Income Taxes
 Fair Value Measurements SFAS 157
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The Fair Value Option for Financial Assets and
Financial Liabilities including an Amendment of FASB Statement No. 115 SFAS 159
 Critical Accounting Policies
   Inventories.
 Allowance for Doubtful Accounts.
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Goodwill, Intangibles and Long-lived Assets.
 Consolidated Results of Operations
  For the Three MonthsEnded September 30,
    
    
    Increase (decrease)2007
    
    
    2006
    
    
    $
    
    
    %(dollars in thousands, except per share amounts)Net sales
    
    $
    70,374
    
    
    $
    68,163
    
    
    $
    2,211
    
    
    
    3.2
    %Gross profit
    
    
    25,628
    
    
    
    24,063
    
    
    
    1,565
    
    
    
    6.5
    %Operating profit
    
    
    7,685
    
    
    
    7,260
    
    
    
    425
    
    
    
    5.9
    %Net income
    
    
    4,096
    
    
    
    3,295
    
    
    
    801
    
    
    
    24.3
    %Earnings
per share  basic
    
    $
    0.35
    
    
    $
    0.32
    
    
    $
    0.03
    
    
    
    9.4
    %Earnings
per share  diluted
    
    $
    0.31
    
    
    $
    0.28
    
    
    $
    0.03
    
    
    
    10.7
    %Expressed as a
percentage of net sales:Gross profit margin
    
    
    36.4
    %
    
    
    35.3
    %Selling, general
and administrative
expenses
    
    
    25.5
    %
    
    
    24.7
    %Operating profit
    
    
    10.9
    %
    
    
    10.7
    %
 Acquisitions Since July 1, 2006 and Related Developments
 Old SSG Merger Transaction
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Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006
 Net Sales.
  Gross Profit.
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Selling, General and Administrative Expense. SG&A
 
    
    personnel and group insurance related expenses of approximately $10.1 million;
    
    advertising and catalog production expenses of approximately $1.6 million;
    
    depreciation and amortization of approximately $873 thousand;
    
    legal and accounting fees of approximately $865 thousand;
    
    rent expense of approximately $674 thousand;
    
    computer services and supplies of approximately $478 thousand;
    
    travel expenses of approximately $460 thousand;
    
    bank charges of approximately $325 thousand;
    
    bad debt expenses of approximately $271 thousand; and
    
    general insurance related expenses of approximately $256 thousand.
  Operating Profit.
 Interest Expense.
 Minority Interest
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Income Taxes.
 Net Income.
 Liquidity and Capital Resources
 Liquidity
  Operating Activities.
  
    
    an increase in accounts payable of $6.9 million during the fiscal quarter ended
September 30, 2007, compared to a $4.9 million increase in accounts payable during
the fiscal quarter ended September 30, 2006, which is attributable to the increase in
net sales and the resulting purchase of inventory and drop ship items as well as the
increase in selling, general and administrative expenses;
    
    a decrease in inventories of $4.1 million during the fiscal quarter ended
September 30, 2007, compared to a $1.1 million decrease in inventories during the
fiscal quarter ended September 30, 2006, which is attributable to the increase in net
sales, improved inventory management in our catalog and team dealer operations, and
the ongoing consolidation of inventories and manufacturing operations following the
consummation of the Merger Transaction; and
    
    a decrease in deferred taxes of $1.9 million during the fiscal quarter ended
September 30, 2007, compared to a $525 thousand decrease in deferred taxes during the
fiscal quarter ended September 30, 2006, which is due primarily to the utilization of
the net operating loss carryforwards.
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Investing Activities.
 Financing Activities.
 
    
    payments on notes payable and the Companys revolving line of credit and term loan
of $25.0 million.
  
    
    proceeds from the issuance of common stock of approximately $18.1 million.
  Capital Resources
 Notes
 Indenture
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SEC Registration Statement
 Senior Credit Agreement MLBFS
 Term Loan Revolving Facility Senior Credit Facility
  LIBOR EBITDA Senior Leverage Ratio
  - 17 -




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Fixed Charge Coverage Ratio
   Letter Agreement
 Amended Credit Agreement
 Purchase
Agreement Purchaser Shares
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Long-Term Financial Obligations and Other Commercial Commitments
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 year
    
    
    1  3 years
    
    
    3  5 years
    
    
    5 years(In thousands)Long-term debt, including current portion
    
    $
    50,259
    
    
    $
    108
    
    
    $
    50,151
    
    
    $
    
    
    
    $
    Operating leases
    
    
    7,494
    
    
    
    2,911
    
    
    
    4,180
    
    
    
    403
    
    
    
    Interest expense on long-term debt
    
    
    7,399
    
    
    
    3,000
    
    
    
    4,399
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    65,152
    
    
    $
    6,019
    
    
    $
    58,730
    
    
    $
    403
    
    
    $
    
 Long-Term Debt and Advances Under Credit Facilities.
   Operating Leases.
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Off-Balance Sheet Arrangements.
 Subsequent Events
 Amended Credit Agreement Revolving
Facility
     Statement Regarding Forward-Looking Disclosure
 This quarterly report on Form 10-Q , including Managements Discussion and Analysis of
Financial Condition and Results of Operations in Item 2, contains forward-looking statements that
involve risks and uncertainties, as well as assumptions that, if never materialize or are proven
incorrect, could cause the results of Sport Supply Group and its consolidated subsidiaries to
differ materially from those expressed or implied by such forward-looking statements. All
statements other than statements of historical fact are statements that could be deemed
forward-looking statements, including but not limited to any projections of net sales, gross
profit margin, expenses, earnings or losses from operations, synergies or other financial items;
any statements of the plans, strategies and objectives of management for future operations; any
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statements regarding future economic conditions or performance; any statements of expectation
or belief; and any statements of assumptions underlying any of the foregoing. The risks,
uncertainties and assumptions referred to above include Sport Supply Groups ability to integrate
acquired businesses, global economic conditions, product demand, financial market performance and
other risks that are described herein, as well as those items described from time to time in Sport
Supply Groups SEC reports, including Sport Supply Groups annual report on Form 10-K for the
fiscal year ended June 30, 2007. Sport Supply Group cautions that the foregoing list of important
factors is not all encompassing. Any forward-looking statements included in this report are made
as of the date of filing of this report with the SEC, and we assume no obligation and do not intend
to update these forward-looking statements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 Interest Rates.
  Foreign Currency and Derivatives.
 
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures. CEO CFO 1934
Act
 Changes in Internal Control Over Financial Reporting.
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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Purchase Agreement Purchaser Shares Securities Act
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Item 6. Exhibits.
  ExhibitNumber
    
    Description3.1
    
    Certificate of Incorporation
of the Registrant.
    
    Exhibit 1 to the
Registrants
Registration Statement
on Form 8-A filed on
September 9, 1999.3.2
    
    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, 2000.3.4
    
    Amendment to the Bylaws of
Collegiate Pacific Inc.
    
    Exhibit 3.1 to the
Registrants Current
Report on Form 8-K
filed on June 14, 2007.3.5
    
    Amendment to Certificate of
Incorporation of Collegiate
Pacific Inc.
    
    Exhibit 3.1 to the
Registrants Current
Report on Form 8-K
filed on July 2, 2007.3.6
    
    Amendment to the Bylaws of
Collegiate Pacific Inc.
    
    Exhibit 3.2 to the
Registrants Current
Report on Form 8-K
filed on July 2, 2007.4.1
    
    Specimen Certificate of
Common Stock, $0.01 par
value, of Sport Supply Group,
Inc.
    
    Exhibit 4.1 to the
Registrants Annual
Report on Form 10-K
filed on September 13,
2007.4.2
    
    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,
2004.10.1
    
    Third Amendment to Lease,
dated as of September 6,
2007, by and between
Collegiate Pacific Inc. and
The Realty Associates Fund
VI, L.P.
    
    Exhibit 10.6 to the
Registrants Annual
Report on Form 10-K
filed on September 13,
2007.10.2
    
    Purchase Agreement, dated as
of July 26, 2007, by and
between Sport Supply Group,
Inc. and CBT Holdings, LLC.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K
filed on July 31, 2007.10.3
    
    Form of Nonstatutory Stock
Option Agreement under the
Sport Supply Group, Inc. 2007
Stock Option Plan.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K
filed on September 4,
2007.10.4
    
    Form of Incentive Stock
Option Agreement under the
Sport Supply Group, Inc. 2007
Stock Option Plan.
    
    Exhibit 10.2 to the
Registrants Current
Report on Form 8-K
filed on September 4,
2007.
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ExhibitNumber
    
    Description10.5
    
    Amended and Restated Credit
Agreement, dated October 30,
2007, by and among Sport
Supply Group, Inc., the
financial institutions or
other entities from time to
time parties thereto, each as
a Lender, and Merrill Lynch
Business Financial Services
Inc., individually as a
Lender, as Administrative
Agent, Sole Bookrunner and
Sole Lead Manager.*31.1
    
    Certification of Adam
Blumenfeld 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 John Pitts
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
    
    Certification of Adam
Blumenfeld and John Pitts
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  - 26 -




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SIGNATURES
  SPORT SUPPLY GROUP, INC.
 Dated: October 31, 2007
    /s/ Adam BlumenfeldAdam Blumenfeld, Chief Executive Officer /s/ John PittsJohn Pitts, Chief Financial Officer(Principal Financial and Accounting Officer)  - 27 -




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EXHIBIT INDEX
  ExhibitNumber
    
    Description3.1
    
    Certificate of Incorporation
of the Registrant.
    
    Exhibit 1 to the
Registrants
Registration Statement
on Form 8-A filed on
September 9, 1999.3.2
    
    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, 2000.3.4
    
    Amendment to the Bylaws of
Collegiate Pacific Inc.
    
    Exhibit 3.1 to the
Registrants Current
Report on Form 8-K
filed on June 14, 2007.3.5
    
    Amendment to Certificate of
Incorporation of Collegiate
Pacific Inc.
    
    Exhibit 3.1 to the
Registrants Current
Report on Form 8-K
filed on July 2, 2007.3.6
    
    Amendment to the Bylaws of
Collegiate Pacific Inc.
    
    Exhibit 3.2 to the
Registrants Current
Report on Form 8-K
filed on July 2, 2007.4.1
    
    Specimen Certificate of
Common Stock, $0.01 par
value, of Sport Supply Group,
Inc.
    
    Exhibit 4.1 to the
Registrants Annual
Report on Form 10-K
filed on September 13,
2007.4.2
    
    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,
2004.10.1
    
    Third Amendment to Lease,
dated as of September 6,
2007, by and between
Collegiate Pacific Inc. and
The Realty Associates Fund
VI, L.P.
    
    Exhibit 10.6 to the
Registrants Annual
Report on Form 10-K
filed on September 13,
2007.10.2
    
    Purchase Agreement, dated as
of July 26, 2007, by and
between Sport Supply Group,
Inc. and CBT Holdings, LLC.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K
filed on July 31, 2007.10.3
    
    Form of Nonstatutory Stock
Option Agreement under the
Sport Supply Group, Inc. 2007
Stock Option Plan.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K
filed on September 4,
2007.
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ExhibitNumber
    
    Description10.4
    
    Form of Incentive Stock
Option Agreement under the
Sport Supply Group, Inc. 2007
Stock Option Plan.
    
    Exhibit 10.2 to the
Registrants Current
Report on Form 8-K
filed on September 4,
2007.10.5
    
    Amended and Restated Credit
Agreement, dated October 30,
2007, by and among Sport
Supply Group, Inc., the
financial institutions or
other entities from time to
time parties thereto, each as
a Lender, and Merrill Lynch
Business Financial Services
Inc., individually as a
Lender, as Administrative
Agent, Sole Bookrunner and
Sole Lead Manager.*31.1
    
    Certification of Adam
Blumenfeld 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 John Pitts
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
    
    Certification of Adam
Blumenfeld and John Pitts
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