##### 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 1934
 For the quarterly period ended September 30, 2006
 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)1901 Diplomat Drive, Dallas, Texas
    
    75234(Address of Principal Executive Offices)
    
    (Zip code)
 (972) 243-8100
  þ o
  o o þ
  o þ




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 PageNumberPART I: FINANCIAL INFORMATIONItem 1. Consolidated Financial Statements (Unaudited)Condensed Consolidated Balance Sheets at September 30, 2006
and June 30, 2006
    
    
    1Condensed Consolidated Statements of Income for the
three months ended September 30, 2006 and 2005
    
    
    2Condensed Consolidated Statements of Cash Flows for
the three months ended September 30, 2006 and 2005
    
    
    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
    
    
    23PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 6. Exhibits
    
    
    25SIGNATURES
    
    
    27Certification of Adam Blumenfeld Pursuant to Section 302Certification of William R. Estill Pursuant to Section 302Certification Pursuant to Section 906




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Consolidated Financial Statements.
 COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share amounts)
 September 30,
    
    
    June 30,2006
    
    
    2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    7,805
    
    
    $
    4,079Accounts receivable, net of allowance for doubtful accounts of
$1,669 and $1,496 respectively
    
    
    41,630
    
    
    
    31,004Inventories
    
    
    36,098
    
    
    
    37,185Current portion of deferred taxes
    
    
    3,093
    
    
    
    2,625Prepaid income taxes
    
    
    
    
    
    
    1,607Prepaid expenses and other current assets
    
    
    3,578
    
    
    
    2,199Total current assets
    
    
    92,204
    
    
    
    78,699PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$3,327 and $2,755, respectively
    
    
    9,973
    
    
    
    10,087DEFERRED DEBT ISSUANCE COSTS, net of accumulated amortization of
$1,284 and $1,076, respectively
    
    
    2,574
    
    
    
    2,782INTANGIBLE ASSETS, net of accumulated amortization of
$2,555 and $2,188, respectively
    
    
    8,749
    
    
    
    9,014GOODWILL
    
    
    39,458
    
    
    
    40,280DEFERRED INCOME TAXES
    
    
    2,915
    
    
    
    3,156OTHER ASSETS, net
    
    
    274
    
    
    
    417Total assets
    
    $
    156,147
    
    
    $
    144,435LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    19,735
    
    
    $
    14,802Accrued liabilities
    
    
    6,470
    
    
    
    5,896Dividends payable
    
    
    256
    
    
    
    256Accrued interest
    
    
    1,033
    
    
    
    329Current portion of long-term debt
    
    
    2,187
    
    
    
    2,210Deferred tax liability
    
    
    16
    
    
    
    15Income taxes payable
    
    
    98
    
    
    
    Total current liabilities
    
    
    29,795
    
    
    
    23,508DEFERRED TAX LIABILITY
    
    
    3,189
    
    
    
    3,259NOTES PAYABLE AND OTHER LONG-TERM DEBT
    
    
    64,237
    
    
    
    62,284COMMITMENTS AND CONTINGENCIESMINORITY INTEREST IN SUBSIDIARY
    
    
    8,653
    
    
    
    8,150STOCKHOLDERS 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 shares issued and 10,229,165 shares outstanding
    
    
    103
    
    
    
    103Additional paid-in capital
    
    
    43,162
    
    
    
    43,162Retained earnings
    
    
    7,665
    
    
    
    4,626Treasury stock at cost, 86,026 shares
    
    
    (657
    )
    
    
    (657
    )Total stockholders equity
    
    
    50,273
    
    
    
    47,234Total liabilities and stockholders equity
    
    $
    156,147
    
    
    $
    144,435
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (Unaudited)
 (In thousands, except share and per share amounts)
 Three Months EndedSeptember 30,2006
    
    
    2005Net sales
    
    $
    68,163
    
    
    $
    65,275Cost of sales
    
    
    44,100
    
    
    
    43,960Gross profit
    
    
    24,063
    
    
    
    21,315Selling, general and administrative expenses
    
    
    16,803
    
    
    
    15,736Operating profit
    
    
    7,260
    
    
    
    5,579Other income (expense):Interest income
    
    
    47
    
    
    
    46Interest expense
    
    
    (1,234
    )
    
    
    (999
    )Other income
    
    
    37
    
    
    
    25Total other expense
    
    
    (1,150
    )
    
    
    (928
    )Income before minority interest in income of
consolidated
subsidiary and income taxes
    
    
    6,110
    
    
    
    4,651Income tax provision
    
    
    2,312
    
    
    
    1,650Minority interest in income of consolidated subsidiary, net of tax
    
    
    503
    
    
    
    426Net income
    
    $
    3,295
    
    
    $
    2,575Weighted average number of shares outstanding:Basic
    
    
    10,229,165
    
    
    
    10,124,387Diluted
    
    
    13,782,914
    
    
    
    14,068,662Net income per share common stock  basic
    
    $
    0.32
    
    
    $
    0.25Net income per share common stock  diluted
    
    $
    0.28
    
    
    $
    0.22Dividends declared per share common stock
    
    $
    0.025
    
    
    $
    0.025
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 (In thousands)
 Three Months EndedSeptember 30,2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    3,295
    
    
    $
    2,575Adjustments to reconcile net income to cash provided by operating
activities:Provision for uncollectible accounts receivable
    
    
    261
    
    
    
    315Depreciation expense
    
    
    530
    
    
    
    342Amortization expense
    
    
    265
    
    
    
    1,331Amortization of deferred debt issuance costs
    
    
    208
    
    
    
    171Deferred taxes
    
    
    525
    
    
    
    (131
    )Stock-based compensation expense
    
    
    
    
    
    
    60Minority interest in consolidated subsidiary
    
    
    503
    
    
    
    426Changes in operating assets and liabilities (net of effects of acquisitions):Accounts receivable
    
    
    (10,887
    )
    
    
    (12,279
    )Inventories
    
    
    1,087
    
    
    
    2,679Prepaid expenses and other current assets
    
    
    (1,379
    )
    
    
    (989
    )Other assets, net
    
    
    143
    
    
    
    78Accounts payable
    
    
    4,933
    
    
    
    4,221Accrued liabilities and interest
    
    
    1,278
    
    
    
    (150
    )Taxes payable
    
    
    1,705
    
    
    
    1,633Net cash provided by operating activities:
    
    
    2,467
    
    
    
    282CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (416
    )
    
    
    (172
    )Cash used in business acquisitions, net of cash acquired of $0
and $864, respectively
    
    
    
    
    
    
    (32,707
    )Net cash used in investing activities:
    
    
    (416
    )
    
    
    (32,879
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from bank line of credit
    
    
    6,371
    
    
    
    29,540Payments on notes payable and line of credit
    
    
    (4,440
    )
    
    
    (29,076
    )Payment of dividends
    
    
    (256
    )
    
    
    (255
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    83Net cash provided by financing activities:
    
    
    1,675
    
    
    
    292Net change in cash and cash equivalents
    
    
    3,726
    
    
    
    (32,305
    )Cash and cash equivalents at beginning of period
    
    
    4,079
    
    
    
    40,326Cash and cash equivalents at end of period
    
    $
    7,805
    
    
    $
    8,021SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    321
    
    
    $
    59Cash paid for income taxes
    
    $
    73
    
    
    $
    11Cash refunded for income taxes
    
    $
    
    
    
    $
    (133
    )SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (See
Note 2 for non-cash acquisition disclosures)
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation:
 Company US GAAP
  2. Business Combinations:
 SSG B2B
 Original Merger Agreement
  New Merger Agreement
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Salkeld
   3. Net Sales:
  For the Three MonthsEndedSeptember 30,2006
    
    
    2005(Unaudited, in thousands)Sporting goods equipment
    
    $
    42,567
    
    
    $
    42,305Soft goods
    
    $
    25,596
    
    
    $
    22,970Net sales
    
    $
    68,163
    
    
    $
    65,275
 4. Inventories:
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  September 30,
    
    
    June 30,2006
    
    
    2006Raw materials
    
    $
    2,346
    
    
    $
    1,893Work in progress
    
    
    172
    
    
    
    116Finished goods
    
    
    33,580
    
    
    
    35,176Inventories
    
    $
    36,098
    
    
    $
    37,185
 5. Allowance for Doubtful Accounts:
  September 30,
    
    
    June 30,2006
    
    
    2006Balance at beginning of period
    
    $
    1,496
    
    
    $
    1,042Provision for uncollectible accounts receivable
    
    
    261
    
    
    
    982Accounts written off, net of recoveries
    
    
    (88
    )
    
    
    (528
    )Balance at end of period
    
    $
    1,669
    
    
    $
    1,496
 6. Income Per Share:
  For the Three Months EndedSeptember 30,2006
    
    
    2005(In thousands except shareand per share data)Determination of diluted number of shares:Average common shares outstanding
    
    
    10,229,165
    
    
    
    10,124,387Assumed exercise of dilutive stock options
    
    
    140,780
    
    
    
    531,306Assumed conversion of subordinated debentures
    
    
    3,412,969
    
    
    
    3,412,969Diluted average common shares outstanding (b)
    
    
    13,782,914
    
    
    
    14,068,662Calculation of diluted earnings per share:Net income
    
    $
    3,295
    
    
    $
    2,575Add: interest component on assumed conversion
of subordinated debentures, net of taxes
    
    
    503
    
    
    
    562Net income, adjusted (a)
    
    $
    3,798
    
    
    $
    3,137Diluted earnings per share (a/b)
    
    $
    0.28
    
    
    $
    0.22
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 7. Stock Based Compensation:
 1998
Collegiate Pacific Inc. Stock Option Plan
 Share Based Payments
   WeightedAverageOptions
    
    
    Exercise PriceOutstanding at July 1, 2006
    
    
    1,144,600
    
    
    $
    8.56Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited or cancelled
    
    
    
    
    
    
    Outstanding at September 30, 2006
    
    
    1,144,600
    
    
    $
    8.56Exercisable at September 30, 2006
    
    
    1,144,600
    
    
    $
    8.56
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  OutstandingWeightedAverageRemaining
    
    WeightedContractual
    
    AverageLife
    
    ExerciseExercise price
    
    Shares
    
    (In Years)
    
    Price$3.89 - $4.81
    
    
    120,500
    
    
    
    4.65
    
    
    $
    3.91$4.90 - $6.13
    
    
    319,250
    
    
    
    4.35
    
    
    $
    5.85$8.73 - $9.73
    
    
    497,850
    
    
    
    6.75
    
    
    $
    9.30$10.70 - $14.34
    
    
    207,000
    
    
    
    8.25
    
    
    $
    13.681,144,600
 8. Intangible Assets:
  September 30, 2006
    
    
    June 30, 2006Asset
    
    
    Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetLife
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying(Years)
    
    
    Value
    
    
    Amortization
    
    
    Value
    
    
    Value
    
    
    Amortization
    
    
    Value(In thousands)
    
    
    
    
    
    
    
    
    
    
    (In thousands)Amortizable intangible assets:Trademarks
    
    
    10-15
    
    
    $
    343
    
    
    $
    180
    
    
    $
    163
    
    
    $
    343
    
    
    $
    166
    
    
    $
    177Non-compete agreements
    
    
    10
    
    
    
    3,200
    
    
    
    400
    
    
    
    2,800
    
    
    
    3,200
    
    
    
    320
    
    
    
    2,880Customer relationships
    
    
    10
    
    
    
    3,343
    
    
    
    894
    
    
    
    2,449
    
    
    
    3,343
    
    
    
    788
    
    
    
    2,555Contractual backlog
    
    
    0.25-0.50
    
    
    
    427
    
    
    
    427
    
    
    
    
    
    
    
    427
    
    
    
    427
    
    
    
    Customer database
    
    
    3
    
    
    
    660
    
    
    
    275
    
    
    
    385
    
    
    
    660
    
    
    
    220
    
    
    
    440Significant contracts
    
    
    5
    
    
    
    327
    
    
    
    82
    
    
    
    245
    
    
    
    327
    
    
    
    65
    
    
    
    262License agreements and
other
    
    
    3-10
    
    
    
    394
    
    
    
    297
    
    
    
    97
    
    
    
    292
    
    
    
    202
    
    
    
    90Total amortizable intangible
assets
    
    
    
    
    
    $
    8,694
    
    
    $
    2,555
    
    
    $
    6,139
    
    
    $
    8,592
    
    
    $
    2,188
    
    
    $
    6,404Non-amortizable intangible
assets:Trademarks
    
    
    
    
    
    $
    2,610
    
    
    
    
    
    
    $
    2,610
    
    
    $
    2,610
    
    
    
    
    
    
    $
    2,610Total non-amortizable
intangible assets
    
    
    
    
    
    $
    2,610
    
    
    
    
    
    
    $
    2,610
    
    
    $
    2,610
    
    
    
    
    
    
    $
    2,610Total identifiable
intangible
assets
    
    
    
    
    
    $
    11,304
    
    
    $
    2,555
    
    
    $
    8,749
    
    
    $
    11,202
    
    
    $
    2,188
    
    
    $
    9,014Goodwill  June 30, 2006
    
    
    
    
    
    $
    40,280Changes in deferred tax
valuation allowance
    
    
    
    
    
    
    (822
    )Goodwill  September 30,
2006
    
    
    
    
    
    $
    39,458
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 9. Stockholders Equity:
  Stockholders equity at June 30, 2006
    
    $
    47,234Net income
    
    
    3,295Dividends declared
    
    
    (256
    )Stockholders equity at September 30, 2006
    
    $
    50,273
 10. Subsequent Events:
 EBITDA Senior Leverage Ratio Fixed Charge
Coverage Ratio Merrill Lynch MLBFS Original Credit
Agreement
 Merger Transaction
 Senior Credit Agreement
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Overview
  Collegiate Pacific we us our Company soft goods fiscal 2005 fiscal 2006 fiscal
2007
 Consolidated Results of Operations
  For the Three Months EndedSeptember 30,Increase2006
    
    2005
    
    Dollars
    
    Percentage(dollars in thousands, except per share amounts)Net sales
    
    $
    68,163
    
    
    $
    65,275
    
    
    $
    2,888
    
    
    
    4.4
    %Gross profit
    
    
    24,063
    
    
    
    21,315
    
    
    
    2,748
    
    
    
    12.9
    %Operating profit
    
    
    7,260
    
    
    
    5,579
    
    
    
    1,681
    
    
    
    30.1
    %Net income
    
    
    3,295
    
    
    
    2,575
    
    
    
    720
    
    
    
    28.0
    %Earnings
per share  basic
    
    $
    0.32
    
    
    $
    0.25
    
    
    $
    0.07
    
    
    
    28.0
    %Earnings
per share  diluted
    
    $
    0.28
    
    
    $
    0.22
    
    
    $
    0.06
    
    
    
    27.3
    %Expressed as a
percentage of net sales:Gross profit margin
    
    
    35.3
    %
    
    
    32.7
    %Selling, general
and administrative
expenses
    
    
    24.7
    %
    
    
    24.1
    %Operating profit
    
    
    10.7
    %
    
    
    8.5
    %
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Acquisitions Since July 1, 2005 and Related Developments
 B2B
 Original Merger Agreement
  New Merger Agreement
 Salkeld
 - 11 -




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Three Months Ended September 30, 2006 Compared to Three Months Ended September 30, 2005
 Net Sales.
  Gross Profit
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Selling, General and Administrative Expenses. SG&A
 
    
    personnel related expenses of approximately $9.7 million;
    
    advertising expenses of approximately $1.4 million;
    
    depreciation and amortization expenses of approximately $811 thousand;
    
    rent expense of approximately $708 thousand;
    
    computer services and supplies in the amount of approximately $623 thousand;
    
    travel expenses of approximately $535 thousand;
    
    legal and accounting fees in the amount of approximately $418 thousand;
    
    bad debt expenses of approximately $261 thousand;
    
    insurance related expenses of approximately $249 thousand; and
    
    Sarbanes-Oxley related compliance costs in the amount of approximately $51 thousand.
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Operating Profit.
 Interest Expense and Other Income.
 Minority Interest
 Income Taxes.
 Net Income.
 Liquidity and Capital Resources
 Liquidity
  Operating Activities.
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
    
    an decrease in inventories of $1.1 million due to improved inventory
management;
    
    an increase in accounts payable of $4.9 million related to the purchase of
inventories to support the Companys strongest selling season, which generally occurs
during the months July through September; and
    
    an increase in income taxes payable and utilization of prepaid income taxes of
$1.7 million for estimated income taxes payable at September 30, 2006.
  Investing Activities.
 Financing Activities.
 
    
    net proceeds from the Companys revolving credit facility of $1.9 million; and
    
    the payment of dividends in the amount of approximately $256 thousand.
  
    
    proceeds from the issuance of common stock upon the exercise of options of
approximately $83 thousand, including issuance of common shares in SSG upon the
exercise of SSG options;
    
    net borrowings on the Companys revolving line of credit and other notes payable
of approximately $464 thousand and
    
    the payment of dividends in the amount of approximately $255 thousand.
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Capital Resources
 Notes Thomas Weisel
 Indenture
 Registration Rights
Agreement SEC Registration Statement
 Credit Facility MLBFS Merrill Lynch
 Original Term Loan Original Revolving Facility Senior Secured Credit Facility
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LIBOR EBITDA Senior Leverage Ratio
 Fixed Charge Coverage Ratio
    SSG Credit Facility
 - 17 -




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Long-Term Financial Obligations and Other Commercial Commitments
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 year
    
    
    1  3 years
    
    
    4 - 5 years
    
    
    5 yearsContractual Obligations
    
    (In thousands)Long-term debt, including current portion
    
    $
    66,424
    
    
    $
    2,187
    
    
    $
    14,198
    
    
    $
    50,039
    
    
    $
    Operating leases
    
    
    9,161
    
    
    
    3,138
    
    
    
    4,470
    
    
    
    1,553
    
    
    $
    Interest expense and fees on long-term debt
    
    
    13,453
    
    
    
    4,281
    
    
    
    7,734
    
    
    
    1,438
    
    
    $
    Total contractual cash obligations
    
    $
    89,038
    
    
    $
    9,606
    
    
    $
    26,402
    
    
    $
    53,030
    
    
    $
    
 Operating Leases.
 Off-Balance Sheet Arrangements.
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Long-Term Debt and Advances Under Credit Facilities.
  Subsequent Events
 Merger Sub Merger Transaction
 Senior Credit Agreement Restated Term Loan Restated Revolving Facility Senior Credit Facility
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Recent Accounting Pronouncements
 Accounting
for Uncertainty in Income Taxes Interpretation 48 . Accounting for Income Taxes
 Fair Value Measurements FAS 157
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Considering the Effects of Prior Year Misstatements When Quantifying
Misstatements in Current Year Financial Statements SAB 108
 Critical Accounting Policies
   Inventories.
 Allowance for Doubtful Accounts.
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Goodwill, Intangibles and Long-lived Assets.
 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 they never materialize or prove
incorrect, could cause the results of Collegiate Pacific 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 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 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 Collegiate Pacifics ability to successfully execute its
acquisition plans and growth strategy, integration of acquired businesses, global economic
conditions, product demand, financial market performance and other risks that are described herein,
including but not limited to the items described from time to time in Collegiate Pacifics
Securities and Exchange Commission reports, including Collegiate Pacifics Annual Report on Form
10-K for the fiscal year ended June 30, 2006. Collegiate Pacific cautions that the foregoing list
of important factors is not exclusive. Any forward-looking statements included in this report are
made as of the date of filing of this report with the Securities and Exchange Commission, and we
assume no obligation and do not intend to update these forward-looking statements.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 Interest Rates. LIBOR
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Foreign Currency and Derivatives.
 
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures CEO CFO
 Changes in Internal Control Over Financial Reporting.
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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
   Costa Brava Partnership III L.P. v. Sport
Supply Group, Inc.
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Item 6. Exhibits.
   ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger,
dated September 22, 2006, by
and among Collegiate Pacific
Inc., CP Merger Sub, Inc. and
Sport Supply Group, Inc.
    
    Exhibit 2.1 to the
Registrants Current Report
on Form 8-K filed on
September 21, 2006.2.2
    
    First Amendment to Agreement
and Plan of Merger, dated
November 13, 2006, by and
among Collegiate Pacific
Inc., CP Merger Sub, Inc. and
Sport Supply Group, Inc.
    
    Exhibit 2.1 to the
Registrants Current Report
on Form 8-K filed on November
13, 2006.10.1
    
    Letter Agreement, dated
November 10, 2006, by and
between Collegiate Pacific
Inc. and Merrill Lynch
Business Financial Services
Inc.
    
    Exhibit 10.1 to the
Registrants Current Report
on Form 8-K filed on November
13, 2006.10.2
    
    Amended and Restated Credit
Agreement, dated November 13,
2006, by and among Collegiate
Pacific Inc., the financial
institutions or other
entities from time to time
parties thereto, each
    
    Exhibit 10.2 to the
Registrants Current Report
on Form 8-K filed on November
13, 2006.
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ExhibitNumber
    
    Descriptionas 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 William R.
Estill 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 William R.
Estill 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
  COLLEGIATE PACIFIC INC.Dated: November 14, 2006
    /s/ Adam BlumenfeldAdam Blumenfeld, Chief Executive Officer /s/ William R. EstillWilliam R. Estill, Chief Financial Officer(Principal Financial and Accounting Officer) - 27 -




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EXHIBIT INDEX
  ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger,
dated September 22, 2006, by
and among Collegiate Pacific
Inc., CP Merger Sub, Inc. and
Sport Supply Group, Inc.
    
    Exhibit 2.1 to the
Registrants Current Report
on Form 8-K filed on
September 21, 2006.2.2
    
    First Amendment to Agreement
and Plan of Merger, dated
November 13, 2006, by and
among Collegiate Pacific
Inc., CP Merger Sub, Inc. and
Sport Supply Group, Inc.
    
    Exhibit 2.1 to the
Registrants Current Report
on Form 8-K filed on November
13, 2006.10.1
    
    Letter Agreement, dated
November 10, 2006, by and
between Collegiate Pacific
Inc. and Merrill Lynch
Business Financial Services
Inc.
    
    Exhibit 10.1 to the
Registrants Current Report
on Form 8-K filed on November
13, 2006.10.2
    
    Amended and Restated Credit
Agreement, dated November 13,
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
Business Financial Services
Inc., individually as a
Lender, as Administrative
Agent, Sole Bookrunner and
Sole Lead Manager.
    
    Exhibit 10.2 to the
Registrants Current Report
on Form 8-K filed on November
13, 2006.31.1
    
    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 William R.
Estill 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 William R.
Estill 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