##### 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, 2008
 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
 Sport Supply Group, Inc.
  Delaware
    
    22-2795073(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)1901 Diplomat Drive, Farmers Branch, Texas
    
    75234(Address of Principal Executive Offices)
    
    (Zip code)
 (972) 484-9484  (Registrants Telephone Number, Including Area Code)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No 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, 2008
and June 30, 2008
    
    
    1Condensed Consolidated Statements of Income for the
three months ended September 30, 2008 and 2007
    
    
    2Condensed Consolidated Statements of Cash Flows for
the three months ended September 30, 2008 and 2007
    
    
    3Notes to Unaudited 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
    
    
    19Item 4. Controls and Procedures
    
    
    19PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21Item 6. Exhibits
    
    
    22SIGNATURES
    
    
    24Exhibit 10.3Exhibit 10.4Exhibit 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
(Unaudited)
 September 30,
    
    
    June 30,2008
    
    
    2008ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    19,049
    
    
    $
    20,531Accounts receivable, net of allowance for doubtful accounts of
$1,464 and $1,320 respectively
    
    
    42,952
    
    
    
    34,060Inventories
    
    
    35,596
    
    
    
    36,318Current portion of deferred income taxes
    
    
    3,934
    
    
    
    3,866Prepaid expenses and other current assets
    
    
    2,313
    
    
    
    1,203Total current assets
    
    
    103,844
    
    
    
    95,978PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$8,086 and $7,576, respectively
    
    
    9,398
    
    
    
    9,715DEFERRED DEBT ISSUANCE COSTS, net of accumulated amortization of
$2,914 and $2,978, respectively
    
    
    1,078
    
    
    
    1,389INTANGIBLE ASSETS, net of accumulated amortization of
$4,624 and $4,431, respectively
    
    
    6,779
    
    
    
    6,972GOODWILL
    
    
    53,082
    
    
    
    53,543OTHER ASSETS, net
    
    
    88
    
    
    
    98Total assets
    
    $
    174,269
    
    
    $
    167,695LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    26,814
    
    
    $
    21,183Accrued liabilities
    
    
    10,878
    
    
    
    11,842Dividends payable
    
    
    309
    
    
    
    309Accrued interest
    
    
    853
    
    
    
    240Current portion of notes payable and other long-term debt
    
    
    92
    
    
    
    108Income taxes payable
    
    
    2,281
    
    
    
    677Total current liabilities
    
    
    41,227
    
    
    
    34,359DEFERRED INCOME TAX LIABILITY
    
    
    3,699
    
    
    
    4,014NOTES PAYABLE AND OTHER LONG-TERM DEBT
    
    
    44,542
    
    
    
    50,036Total liabilities
    
    
    89,468
    
    
    
    88,409COMMITMENTS 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;
12,490,756 and 12,465,986 shares issued and
12,386,830 and 12,362,060 shares outstanding, respectively
    
    
    125
    
    
    
    125Additional paid-in capital
    
    
    65,411
    
    
    
    64,648Retained earnings
    
    
    20,068
    
    
    
    15,316Treasury stock at cost, 103,926 shares
    
    
    (803
    )
    
    
    (803
    )Total stockholders equity
    
    
    84,801
    
    
    
    79,286Total liabilities and stockholders equity
    
    $
    174,269
    
    
    $
    167,695
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##### Table of Contents



SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 Three Months EndedSeptember 30,2008
    
    
    2007Net sales
    
    $
    73,577
    
    
    $
    70,374Cost of sales
    
    
    46,658
    
    
    
    44,746Gross profit
    
    
    26,919
    
    
    
    25,628Selling, general and administrative expenses
    
    
    18,254
    
    
    
    17,943Operating profit
    
    
    8,665
    
    
    
    7,685Other income (expense):Interest income
    
    
    77
    
    
    
    87Interest expense
    
    
    (737
    )
    
    
    (1,216
    )Other income
    
    
    20
    
    
    
    50Total other expense
    
    
    (640
    )
    
    
    (1,079
    )Income before income taxes
    
    
    8,025
    
    
    
    6,606Income tax provision
    
    
    2,964
    
    
    
    2,510Net income
    
    $
    5,061
    
    
    $
    4,096Weighted average number of shares outstanding:Basic
    
    
    12,372,024
    
    
    
    11,589,587Diluted
    
    
    15,702,177
    
    
    
    15,132,581Net income per share common stock  basic
    
    $
    0.41
    
    
    $
    0.35Net income per share common stock  diluted
    
    $
    0.35
    
    
    $
    0.31Dividends 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)
  Three Months EndedSeptember 30,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    5,061
    
    
    $
    4,096Adjustments to reconcile net income to cash provided by
operating activities:Provision for uncollectible accounts receivable
    
    
    282
    
    
    
    271Depreciation and amortization
    
    
    703
    
    
    
    913Amortization of deferred debt issuance costs
    
    
    311
    
    
    
    260Discount on early retirement of long term debt
    
    
    (250
    )
    
    
    Deferred income taxes
    
    
    327
    
    
    
    1,924Stock-based compensation expense
    
    
    284
    
    
    
    83Changes in operating assets and liabilities:Accounts receivable
    
    
    (9,174
    )
    
    
    (14,032
    )Inventories
    
    
    722
    
    
    
    4,075Prepaid expenses and other current assets
    
    
    (1,110
    )
    
    
    (641
    )Other assets, net
    
    
    10
    
    
    
    9Accounts payable
    
    
    5,631
    
    
    
    6,939Income taxes payable / prepaid income taxes
    
    
    1,604
    
    
    
    1,047Accrued liabilities and accrued interest
    
    
    (351
    )
    
    
    664Net cash provided by operating activities:
    
    
    4,050
    
    
    
    5,608CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (193
    )
    
    
    (722
    )Net cash used in investing activities:
    
    
    (193
    )
    
    
    (722
    )CASH FLOWS FROM FINANCING ACTIVITIES:Early retirement of long term debt
    
    
    (5,234
    )
    
    
    Proceeds from bank line of credit
    
    
    
    
    
    
    262Payments on notes payable and line of credit
    
    
    (26
    )
    
    
    (24,997
    )Payment of dividends
    
    
    (309
    )
    
    
    (259
    )Proceeds from issuance of common stock
    
    
    230
    
    
    
    18,147Net cash used in financing activities:
    
    
    (5,339
    )
    
    
    (6,847
    )Net change in cash and cash equivalents
    
    
    (1,482
    )
    
    
    (1,961
    )Cash and cash equivalents, beginning of period
    
    
    20,531
    
    
    
    5,670Cash and cash equivalents, end of period
    
    $
    19,049
    
    
    $
    3,709SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    55
    
    
    $
    514Cash paid (refunded) for income taxes
    
    $
    1,049
    
    
    $
    (423
    )
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SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
 
 Notes to Unaudited Condensed Consolidated Financial Statements
 1. Basis of Presentation:
 Company US GAAP
  2. Recent Accounting Pronouncements:
 Fair
Value Measurements SFAS 157 FSP Effective Date of FASB Statement No. 157
 The Fair Value Option for Financial Assets and
Financial Liabilities including an Amendment of FASB Statement No. 115 SFAS 159
 Business Combinations SFAS
141R Business Combinations SFAS 141
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Noncontrolling Interests in Consolidated
Financial Statements SFAS 160
 Disclosures about Derivative Instruments and
Hedging Activities SFAS 161 Accounting for Derivative Instruments and Hedging Activities
 Determination of the
Useful Life of Intangible Assets FSP 142-3 Goodwill and Other Intangible Assets
 Accounting for Convertible Debt Instruments That
May Be Settled in Cash upon Conversion (including Partial Cash Settlement) APB 14-1
   Determining Whether
Instruments Granted in Share-Based Payment Transactions are Participating Securities FSP EITF
03-6-1 Earnings Per
Share.
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3. Net Sales:
  For the Three Months EndedSeptember 30,2008
    
    
    2007(in thousands)Catalog
    
    $
    38,951
    
    
    $
    37,301Team Dealer
    
    
    34,626
    
    
    
    33,073Net sales
    
    $
    73,577
    
    
    $
    70,374
 4. Inventories:
   September 30, 2008
    
    
    June 30, 2008(in thousands)Raw materials
    
    $
    2,169
    
    
    $
    2,297Work in progress
    
    
    113
    
    
    
    159Finished goods
    
    
    33,314
    
    
    
    33,862Inventories
    
    $
    35,596
    
    
    $
    36,318
 5. Allowance for Doubtful Accounts:
  September 30, 2008
    
    
    June 30, 2008(in thousands)Balance at beginning of period
    
    $
    1,320
    
    
    $
    1,296Provision
for uncollectible accounts receivable
    
    
    282
    
    
    
    1,028Accounts written off, net of recoveries
    
    
    (138
    )
    
    
    (1,004
    )Balance at end of period
    
    $
    1,464
    
    
    $
    1,320
 6. Notes Payable and Other Long-Term Debt:
 Notes
  - 6 -




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Indenture
 Registration Rights
Agreement
  Revolving Facility Senior Credit Facility
 Amendment No. 1 MLCFC
 Amendment No. 2
  - 7 -




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September 30, 2008
    
    
    June 30, 2008(in thousands)Notes
    
    $
    44,516
    
    
    $
    50,000Revolving Facility
    
    
    
    
    
    
    Other notes payable
    
    
    118
    
    
    
    144Total notes payable
    
    
    44,634
    
    
    
    50,144Less current portion
    
    
    (92
    )
    
    
    (108
    )Notes payable and other long-term debt
    
    $
    44,542
    
    
    $
    50,036
  (in thousands)2009
    
    $
    922010
    
    
    44,5422011
    
    
    Thereafter
    
    
    Total future payments
    
    $
    44,634
 7. Income Per Share:
  For the Three Months EndedSeptember 30,2008
    
    
    2007(in thousands except share and pershare data)Determination of diluted number of shares:Average common shares outstanding
    
    
    12,372,024
    
    
    
    11,589,587Assumed exercise of dilutive stock options
    
    
    157,296
    
    
    
    130,025Assumed
conversion of Notes
    
    
    3,172,857
    
    
    
    3,412,969Diluted average common shares outstanding
    
    
    15,702,177
    
    
    
    15,132,581Calculation of diluted income per share:Net income
    
    $
    5,061
    
    
    $
    4,096Add: interest component on assumed conversion
of Notes, net of taxes
    
    
    419
    
    
    
    552Net income, adjusted
    
    $
    5,480
    
    
    $
    4,648Diluted income per share
    
    $
    0.35
    
    
    $
    0.31
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8. Stockholders Equity:
  (in thousands)Stockholders equity at June 30, 2008
    
    $
    79,286Issuance of stock for cash
    
    
    230Stock-based compensation
    
    
    284Tax benefit related to the exercise of stock options
    
    
    249Net income
    
    
    5,061Dividends declared
    
    
    (309
    )Stockholders equity at September 30, 2008
    
    $
    84,801
 9. Legal Proceedings:
  10. Subsequent Events:
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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
 Critical Accounting Policies
   Inventories.
  - 10 -




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Allowance for Doubtful Accounts.
  Goodwill, Intangibles and Long-lived Assets.
  - 11 -




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Consolidated Results of Operations
  For the Three Months Ended September 30,2008
    
    
    2007Dollars
    
    
    Percent
    
    
    Dollars
    
    
    Percent(in thousands, except earnings per share)Net sales
    
    $
    73,577
    
    
    
    100.0
    %
    
    $
    70,374
    
    
    
    100.0
    %Gross profit
    
    
    26,919
    
    
    
    36.6
    %
    
    
    25,628
    
    
    
    36.4
    %Selling, general and
administrative expenses
    
    
    18,254
    
    
    
    24.8
    %
    
    
    17,943
    
    
    
    25.5
    %Operating profit
    
    
    8,665
    
    
    
    11.8
    %
    
    
    7,685
    
    
    
    10.9
    %Net income
    
    
    5,061
    
    
    
    6.9
    %
    
    
    4,096
    
    
    
    5.8
    %Net income per share  basic
    
    $
    0.41
    
    
    
    
    
    
    $
    0.35Net income per share 
diluted
    
    $
    0.35
    
    
    
    
    
    
    $
    0.31
 Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007
 Net Sales.
  Gross Profit.
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Selling, General and Administrative Expense. SG&A
 
    
    personnel related expenses (including group insurance) of approximately $10.7
million;
    
    advertising and catalog production expenses of approximately $1.7 million;
    
    computer services and supplies of approximately $732 thousand;
    
    depreciation and amortization of approximately $698 thousand;
    
    rent expense of approximately $641 thousand;
    
    outside professional and legal services of approximately $563 thousand;
    
    travel expenses of approximately $495 thousand;
    
    bank charges and credit card fees of approximately $328 thousand; and
    
    bad debt expenses of approximately $282 thousand.
  Operating Profit.
 Interest Expense. Notes
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Income Taxes.
 Net Income.
 Liquidity and Capital Resources
  Liquidity
 CBT Holdings
 Operating Activities.
 
    
    net income of $5.1 million during the three months ended September 30, 2008
compared to $4.1 million during the three months ended September 30, 2007, which is
attributable to increased sales, increased gross profit and SG&A expenses increasing
at a slower rate than sales growth;
    
    an increase in accounts payable of $5.6 million during the three months ended
September 30, 2008, compared to a $6.9 million increase in accounts payable during the
three months ended September 30, 2007; and
    
    an increase in income taxes payable of $1.6 million during the three months ended
September 30, 2008, compared to a $1.0 million increase in prepaid income taxes during
the three months ended September 30, 2007.
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Investing Activities.
 Financing Activities.
 Capital Resources
  Indenture
 SEC
   - 15 -




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Revolving Facility Senior Credit Facility
 Amendment No. 1 MLCFC
 Amendment No. 2
  EBITDA Senior
Leverage Ratio
 Fixed Charge Coverage Ratio
    - 16 -




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Long-Term Financial Obligations and Other Commercial Commitments
  Payments due by PeriodLess than
    
    
    1 - 3
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 year
    
    
    years
    
    
    3 - 5 years
    
    
    5 years(dollars in thousands)Long-term debt, including current portion
    
    $
    44,634
    
    
    $
    92
    
    
    $
    44,542
    
    
    $
    
    
    
    $
    Operating leases
    
    
    3,548
    
    
    
    2,373
    
    
    
    1,106
    
    
    
    69
    
    
    
    Interest expense on long-term debt
    
    
    3,897
    
    
    
    2,593
    
    
    
    1,304
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    52,079
    
    
    $
    5,058
    
    
    $
    46,952
    
    
    $
    69
    
    
    $
    
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Purchase Commitments.
 Long-Term Debt and Advances Under Credit Facilities.
    Operating Leases.
 Off-Balance Sheet Arrangements.
 Subsequent Events
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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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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 materialized 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, including statements regarding ability and manner of satisfying
short-term and long-term liquidity requirements; 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 Sport Supply Groups ability to integrate acquired businesses, global economic conditions,
reduced product demand, increased product costs, reductions in municipal, state and national
government budgets, financial market performance, the ability to acquire future financing given the
current state of the credit and capital markets and other risks that are described herein, as well
as those items described from time to time in Sport Supply Groups SEC filings, including Sport
Supply Groups Annual Report on Form 10-K for the fiscal year ended June 30, 2008. 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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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 Total Number of
    
    
    Approximate DollarNotes Purchased as
    
    
    Value of Notes thatTotal Number
    
    
    Average
    
    
    Part of Publicly
    
    
    May yet beof Notes
    
    
    Price Paid
    
    
    Announced Plans or
    
    
    Purchased Under thePurchased
    
    
    per Note
    
    
    Programs (1)
    
    
    Plans or ProgramsJuly 1 through July 31, 2008 (2)
    
    
    101,296
    
    
    $
    13.95
    
    
    
    101,296
    
    
    $
    13,516,000August 1 through August 31, 2008 (3)
    
    
    273,038
    
    
    $
    13.99
    
    
    
    273,038
    
    
    $
    9,519,000October 1 through October 31, 2008 (4)
    
    
    477,816
    
    
    $
    13.62
    
    
    
    477,816
    
    
    $
    2,516,000
 (1)
    
    As previously disclosed in the Companys Current Report
on Form 8-K filed with the SEC on
August 1, 2008, the Company is authorized to repurchase up to $15.0 million
of the Notes.(2)
    
    On July 7, 2008, the Company purchased approximately $1.5 million of its Notes through an open
market purchase. The Notes were purchased at a discounted price of $95.25 per $100 value. The
Company paid approximately $1.4 million in principal and accrued interest.(3)
    
    On August 13, 2008, the Company purchased approximately $4.0 million of its Notes through an
open market purchase. The Notes were purchased at a discounted price of $95.50 per $100 value.
The Company paid approximately $3.9 million in principal and accrued interest.(4)
    
    On October 7, 2008, the Company purchased approximately $7.0 million of its Notes through an
open market purchase. The Notes were purchased at a discounted price of $93.00 per $100 value.
The Company paid approximately $6.7 million in principal and accrued interest. 
 Item 4. Submission of Matter to a Vote of Security Holders
  Votes for
    
    
    8,975,361Votes against
    
    
    465,563Abstentions
    
    
    21,950Broker non-votes
    
    
    0
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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,
1999.3.1.1
    
    
    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, 2000.3.1.2
    
    
    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, 2007.3.2
    
    
    By-Laws of the Registrant.
    
    Exhibit 2 to the
Registrants Registration
Statement on Form 8-A
filed on September 9,
1999.3.2.1
    
    
    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, 2007.3.2.2
    
    
    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
    
    
    Amendment No. 2 to Amended and
Restated Credit Agreement, dated
July 30, 2008, by and between
Sport Supply Group, Inc. and
Merrill Lynch Commercial Finance
Corp.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K filed
on August 1, 2008.
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##### Table of Contents



ExhibitNumber
    
    Description10.2
    
    
    Executive Officer Change In
Control Agreement between Sport
Supply Group, Inc. and John
Pitts.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K filed
on October 1, 2008.10.3
    
    
    Amended and Restated Executive Officer Change in Control Agreement
between Sport Supply Group, Inc. and Adam Blumenfeld. *10.4
    
    
    Amended and Restated Executive Officer Change in Control Agreement
between Sport Supply Group, Inc. and Terrence Babilla. *10.5
    
    
    Amended and Restated Form of
Executive Officer Change In
Control Agreement. *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 
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##### Table of Contents



SIGNATURES
  SPORT SUPPLY GROUP, INC.Dated: November 5, 2008
    
    /s/ Adam Blumenfeld

Adam Blumenfeld, Chief Executive Officer/s/ John Pitts

John Pitts, Chief Financial Officer(Principal Financial and Accounting Officer)
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##### Table of Contents



OTHER OFFICERS
 
 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,
1999.3.1.1
    
    
    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, 2000.3.1.2
    
    
    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, 2007.3.2
    
    
    By-Laws of the Registrant.
    
    Exhibit 2 to the
Registrants Registration
Statement on Form 8-A
filed on September 9,
1999.3.2.1
    
    
    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, 2007.3.2.2
    
    
    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
    
    
    Amendment No. 2 to Amended and
Restated Credit Agreement, dated
July 30, 2008, by and between
Sport Supply Group, Inc. and
Merrill Lynch Commercial Finance
Corp.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K filed
on August 1, 2008.
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##### Table of Contents



ExhibitNumber
    
    Description10.2
    
    
    Executive Officer Change In
Control Agreement between Sport
Supply Group, Inc. and John
Pitts.
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K filed
on October 1, 2008.10.3
    
    
    Amended and Restated Executive Officer Change in Control Agreement
between Sport Supply Group, Inc. and Adam Blumenfeld. *10.4
    
    
    Amended and Restated Executive Officer Change in Control Agreement
between Sport Supply Group, Inc. and Terrence Babilla. *10.5
    
    
    Amended and Restated Form of
Executive Officer Change In
Control Agreement. *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 -