##### 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, 2005
 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. 0-172923
 COLLEGIATE PACIFIC INC.
  Delaware
    
    22-2795073(State or Other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)13950 Senlac Drive, Suite 100, Dallas, Texas
    
    75234(Address of Principal Executive Offices)
    
    (Zip code)
 (972) 243-8100  (Registrants Telephone Number, Including Area Code)
  þ 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, 2005
and June 30, 2005
    
    1Condensed Consolidated Statements of Income for the
three months ended September 30, 2005 and 2004
    
    2Condensed Consolidated Statements of Cash Flows for
the three months ended September 30, 2005 and 2004
    
    3Notes to the Condensed Consolidated Financial Statements
    
    4Item 2.
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    11Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    
    24Item 4.
    Controls and Procedures
    
    24PART II: OTHER INFORMATIONItem 1.
    Legal Proceedings
    
    26Item 6.
    Exhibits
    
    26SIGNATURES
    
    29Amended and Restaed License AgreementLoan and Security AgreementAgreementSoftware End-User License AgreementLease Agreement, dated as of April 25, 1994Lease Agreement dated as of July 28, 1989Sport Supply Group, Inc. Amended and Restated Stock Option PlanCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO and CFO 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
 September 30,
    
    
    June 30,2005
    
    
    2005(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    8,021,097
    
    
    $
    40,325,716Accounts receivable, net of allowance for doubtful accounts of
$1,238,074 and $1,042,496, respectively
    
    
    41,157,951
    
    
    
    18,131,753Inventories
    
    
    31,778,630
    
    
    
    17,446,556Current portion of deferred taxes
    
    
    750,078
    
    
    
    741,209Prepaid income taxes
    
    
    
    
    
    
    498,336Prepaid expenses and other current assets
    
    
    2,819,398
    
    
    
    601,439Total current assets
    
    
    84,527,154
    
    
    
    77,745,009PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$1,570,932 and $1,294,135, respectively
    
    
    10,359,848
    
    
    
    1,501,096DEFERRED DEBT ISSUANCE COSTS, net of accumulated amortization of
$563,730 and $392,932, respectively
    
    
    2,846,629
    
    
    
    3,017,427INTANGIBLE ASSETS, net of accumulated amortization of
$1,011,153 and $815,498, respectively
    
    
    10,298,111
    
    
    
    2,198,417GOODWILL
    
    
    37,202,035
    
    
    
    24,192,455OTHER ASSETS, net
    
    
    642,235
    
    
    
    409,068Total assets
    
    $
    145,876,012
    
    
    $
    109,063,472LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    20,360,805
    
    
    $
    9,782,479Accrued liabilities
    
    
    5,770,911
    
    
    
    1,724,783Dividends payable
    
    
    255,744
    
    
    
    255,144Accrued interest
    
    
    1,012,847
    
    
    
    250,000Current portion of long-term debt
    
    
    273,667
    
    
    
    329,867Income taxes payable
    
    
    1,135,115
    
    
    
    Total current liabilities
    
    
    28,809,089
    
    
    
    12,342,273DEFERRED TAX LIABILITY
    
    
    621,548
    
    
    
    779,529LONG-TERM DEBT
    
    
    53,888,001
    
    
    
    50,448,153MINORITY INTEREST IN SUBSIDIARY
    
    
    14,032,999STOCKHOLDERS 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;
10,268,228 and 10,196,780 shares issued and
10,128,954 and 10,110,754 shares outstanding, respectively
    
    
    102,682
    
    
    
    102,058Additional paid-in capital
    
    
    42,676,567
    
    
    
    41,911,008Retained earnings
    
    
    6,402,577
    
    
    
    4,137,902Treasury stock at cost, 86,026 shares
    
    
    (657,451
    )
    
    
    (657,451
    )Total stockholders equity
    
    
    48,524,375
    
    
    
    45,493,517Total liabilities and stockholders equity
    
    $
    145,876,012
    
    
    $
    109,063,472
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (Unaudited)
 Three Months EndedSeptember 30,2005
    
    
    2004Net sales
    
    $
    65,274,896
    
    
    $
    27,710,288Cost of sales
    
    
    44,244,541
    
    
    
    18,317,237Gross profit
    
    
    21,030,355
    
    
    
    9,393,051Selling, general and administrative expenses
    
    
    15,541,592
    
    
    
    5,958,814Operating profit
    
    
    5,488,763
    
    
    
    3,434,237Other income (expense):Interest income
    
    
    46,222
    
    
    
    15,445Interest expense
    
    
    (998,861
    )
    
    
    (6,856
    )Other income
    
    
    24,649
    
    
    
    49,379Total other income (expense)
    
    
    (927,990
    )
    
    
    57,968Income before minority interest in net income of
consolidated subsidiary and income taxes
    
    
    4,560,773
    
    
    
    3,492,205Minority interest in net income of consolidated subsidiary
    
    
    425,642
    
    
    
    Income before incomes taxes
    
    
    4,135,131
    
    
    
    3,492,205Income tax provision
    
    
    1,614,711
    
    
    
    1,420,330Net income
    
    $
    2,520,420
    
    
    $
    2,071,875Weighted average number of shares outstanding:Basic
    
    
    10,124,387
    
    
    
    9,908,227Diluted
    
    
    14,068,662
    
    
    
    10,102,793Net income per share common stock  basic
    
    $
    0.25
    
    
    $
    0.21Net income per share common stock  diluted
    
    $
    0.22
    
    
    $
    0.21
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three Months EndedSeptember 30,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    2,520,420
    
    
    $
    2,071,875Adjustments to reconcile net income to cash provided by (used in)
operating
activities:Provision for uncollectible accounts receivable
    
    
    314,720
    
    
    
    120,429Depreciation expense
    
    
    342,436
    
    
    
    90,392Amortization expense
    
    
    1,564,605
    
    
    
    82,100Amortization of deferred debt issuance costs
    
    
    170,798
    
    
    
    Gain/loss on sale of property and equipment
    
    
    
    
    
    
    2,723Deferred taxes
    
    
    (166,850
    )
    
    
    Stock based compensation expense
    
    
    59,761
    
    
    
    Minority interest in consolidated subsidiary
    
    
    425,642
    
    
    
    Changes in operating assets and liabilities (net of acquisitions):(Increase) in accounts receivable
    
    
    (12,279,096
    )
    
    
    (5,998,163
    )Decrease in inventories
    
    
    2,536,303
    
    
    
    251,291(Increase) in prepaid expenses and other current assets
    
    
    (989,135
    )
    
    
    (239,490
    )Decrease in other assets, net
    
    
    77,894
    
    
    
    14,378Increase in accounts payable
    
    
    4,220,952
    
    
    
    2,445,381Increase (decrease) in accrued expenses
    
    
    (150,276
    )
    
    
    (71,986
    )Increase in taxes payable
    
    
    1,633,450
    
    
    
    699,241Net cash provided by (used in) operating activities:
    
    
    281,624
    
    
    
    (531,829
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (172,107
    )
    
    
    (151,415
    )Cash used in business acquisitions, net of cash acquired of $863,887
and $187,508 respectively
    
    
    (32,706,485
    )
    
    
    (3,712,492
    )Net cash (used in) investing activities:
    
    
    (32,878,592
    )
    
    
    (3,863,907
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from bank line of credit
    
    
    29,539,865
    
    
    
    7,718,951Payments on notes payable and line of credit
    
    
    (29,075,571
    )
    
    
    (7,257,385
    )Payment of dividends
    
    
    (255,144
    )
    
    
    (247,128
    )Proceeds from issuance of common stock
    
    
    83,199
    
    
    
    49,014Net cash provided by financing activities:
    
    
    292,349
    
    
    
    263,452Net change in cash
    
    
    (32,304,619
    )
    
    
    (4,132,284
    )Cash at beginning of period
    
    
    40,325,716
    
    
    
    7,473,145Cash at end of period
    
    $
    8,021,097
    
    
    $
    3,340,861SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    59,401
    
    
    $
    6,856Cash paid for income taxes
    
    $
    10,799
    
    
    $
    721,089Cash (refunded) for income taxes
    
    $
    (133,130
    )
    
    $
    SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:Fair value of assets acquired in business acquisitions
    
    $
    42,679,770
    
    
    $
    5,814,276Liabilities assumed in business acquisitions
    
    $
    26,825,986
    
    
    $
    3,034,831
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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:
 Dixie
   OTS
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Partnership
   Salkeld
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   SSG
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     For the Three Months EndedSeptember 30,2005
    
    
    2004Net sales
    
    $
    65,404,040
    
    
    $
    57,008,482Net income
    
    $
    2,532,001
    
    
    $
    2,557,088Net income per share common stock:Basic
    
    $
    0.25
    
    
    $
    0.26Diluted
    
    $
    0.22
    
    
    $
    0.25
 3. Net Sales:
  For the Three Months EndedSeptember 30,2005
    
    
    2004Sporting goods equipment
    
    $
    42,304,640
    
    
    $
    17,819,734Soft good athletic apparel and footwear
    
    
    22,970,256
    
    
    
    9,890,554Net sales
    
    $
    65,274,896
    
    
    $
    27,710,288
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 4. Inventories:
  September 30,
    
    
    June 30,2005
    
    
    2005Raw materials
    
    $
    1,958,101
    
    
    $
    515,508Work in progress
    
    
    133,713
    
    
    
    75,450Finished goods
    
    
    29,686,816
    
    
    
    16,855,598Inventories
    
    $
    31,778,630
    
    
    $
    17,446,556
 5. Allowance for Doubtful Accounts:
  September 30,
    
    
    June 30,2005
    
    
    2005Balance at beginning of period
    
    $
    1,042,496
    
    
    $
    635,531Provision for uncollectible accounts
receivable
    
    
    314,720
    
    
    
    574,464Effect of business acquisitions
    
    
    
    
    
    
    264,515Accounts written off, net of recoveries
    
    
    (119,142
    )
    
    
    (432,014
    )Balance at end of period
    
    $
    1,238,074
    
    
    $
    1,042,496
 6. Income Per Share:
  For the Three Months EndedSeptember 30,2005
    
    
    2004Net income
available to common stockholders  basic
    
    $
    2,520,420
    
    
    $
    2,071,875Add: Income impact of convertible bonds if converted
    
    
    562,054
    
    
    
    Net income
available to common stockholders  diluted
    
    $
    3,082,474
    
    
    $
    2,071,875Weighted
average common shares  basic
    
    
    10,124,387
    
    
    
    9,908,227Effect of dilutive options
    
    
    531,306
    
    
    
    194,566Effect of convertible bonds if converted
    
    
    3,412,969
    
    
    
    Weighted average common shares  diluted
    
    
    14,068,662
    
    
    
    10,102,793Net income per share  basic
    
    $
    0.25
    
    
    $
    0.21Net income per share  diluted
    
    $
    0.22
    
    
    $
    0.21Options excluded from computation
because their effect was antidilutive
    
    
    192,000
    (1)
    
    
    
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 (1)
    
    For the three months ended September 30, 2005, 192,000
shares related to out of the money outstanding stock
options were not included in the calculation of fully diluted earnings per share since the
effect of those options would be antidilutive. 7. Stock Based Compensation:
 1998
Collegiate Pacific Inc. Stock Option Plan
 Share-Based Payments
  Income from continuing operations
    
    
    
    $
    59,791Income before income taxes
    
    
    
    $
    59,791Net income
    
    
    
    $
    36,473Net income per common share  basic
    
    
    
    $
    0.00Net income per common share  diluted
    
    
    
    $
    0.00Cash flows from operating activities
    
    
    
    $
    59,791Cash flows from financing activities
    
    
    
    $
    
  For the Three Months EndedSeptember 30,2005(1)
    
    
    2004Net income, as reported
    $
    
    
    $
    2,071,875Add: stock-based employee compensation
expense included in net income
    
    
    
    
    Deduct: stock-based employee compensation
expense determined using the fair value
based method for all awards, net of
related tax effects
    
    
    
    
    (196,655
    )Pro forma income
    $
    
    
    $
    1,875,220Net income per share common stock:
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As reported:Basic
    
    $
    0.21Diluted
    
    $
    0.21Pro forma:Basic
    
    $
    0.19Diluted
    
    $
    0.19
  
 (1)
    
    The Company adopted SFAS 123 (R) effective July 1, 2005 and, consequently, this
information is not applicable to the three months ended September 30, 2005. 8. Intangible Assets:
  September 30, 2005
    
    
    June 30, 2005Asset
    
    
    Gross
    
    
    GrossLife
    
    
    Carrying
    
    
    Carrying(years)
    
    
    Value
    
    
    ValueAmortizable intangible assets:License agreements
    
    
    3-10
    
    
    $
    235,429
    
    
    $
    235,429Trademarks
    
    
    10-indefinite
    
    
    
    2,949,642
    
    
    
    343,142Non-compete agreements
    
    
    10
    
    
    
    3,200,000
    
    
    
    Customer relationships
    
    
    10
    
    
    
    3,343,000
    
    
    
    1,923,000Contractual backlog
    
    
    0.75
    
    
    
    426,600
    
    
    
    205,600Customer database
    
    
    3
    
    
    
    660,000
    
    
    
    Significant contracts
    
    
    5
    
    
    
    327,000
    
    
    
    Other
    
    
    3
    
    
    
    167,593
    
    
    
    306,744Total amortizable intangible
assets
    
    
    
    
    
    
    11,309,264
    
    
    
    3,013,915Accumulated amortization
    
    
    
    
    
    
    (1,011,153
    )
    
    
    (815,498
    )Intangible assets, net
    
    
    
    
    
    $
    10,298,111
    
    
    $
    2,198,417
 Intangible assets not subject to amortization:Goodwill
 6/30/05 balance
    
    $
    24,192,455Additions
 SSG and Salkeld acquisitions
    
    
    12,257,639Adjustments
to identifiable intangibles of previous acquisitions
    
    
    (248,059
    )Goodwill
 9/30/05
    
    $
    36,202,035
 9. Recent Accounting Pronouncements:
  10. Subsequent Event:
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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 2004 fiscal 2005 fiscal
2006
 Matters Affecting Comparability
 Dixie OTS Salkeld SSG
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Consolidated Results of Operations
  For the Three Months EndedSeptember 30,Increase/(Decrease)2005
    
    2004
    
    Dollars
    
    PercentageNet sales
    
    $
    65,275
    
    
    $
    27,710
    
    
    $
    37,565
    
    
    
    135.6
    %Gross profit
    
    
    21,030
    
    
    
    9,393
    
    
    
    11,637
    
    
    
    123.9
    %Operating profit
    
    
    5,489
    
    
    
    3,434
    
    
    
    2,055
    
    
    
    59.8
    %Net Income
    
    $
    2,520
    
    
    $
    2,072
    
    
    
    448
    
    
    
    21.6
    %Earnings per share  basic
    
    $
    0.25
    
    
    $
    0.21
    
    
    $
    0.04
    
    
    
    19.0
    %Earnings per share  diluted
    
    $
    0.22
    
    
    $
    0.21
    
    
    $
    0.01
    
    
    
    4.8
    %
 Expressed as a percentage of net sales:
    
    2005
    
    2004Gross profit Margin
    
    
    32.2
    %
    
    
    33.9
    %Selling, general and
administrative expenses
    
    
    23.8
    %
    
    
    21.5
    %Operating profit
    
    
    8.4
    %
    
    
    12.4
    %
 Acquisitions Since July 1, 2004 and Related Developments
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Partnership
     - 13 -




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Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004
 Net Sales.
  - 15 -




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Gross Profit
   ,
  Selling, General and Administrative Expenses. SG&A
 - 16 -




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Operating Profit.
 Interest Expense and Other Income.
 Minority Interest
 Income Taxes.
 Net Income.
 Liquidity and Capital Resources
 Cash Flow Activity
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
    
    An increase in accounts receivable of $12.3 million due to the increases in net
sales for the businesses acquired and existing non-acquired businesses,
    
    A decrease in inventories of $2.5 million attributed to increased demand for the
Companys products during the period,
    
    An increase in prepaid expenses and other current assets of $989 thousand due to
advertising cost incurred with the production of catalogs to be mailed in future
periods
    
    An increase in accounts payable of $4.2 million to purchase inventories for the fulfillment of
increased sales activities; and
    
    An increase in taxes payable of approximately $1.6 million due to the increase in
the Companys taxable income during the three months ended September 30, 2005.
   
    
    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
    
    Payments of dividends of approximately $255 thousand.
  
    
    Proceeds from the issuance of common stock upon the exercise of options of
approximately $49 thousand;
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
    
    Net borrowings on the Companys revolving line of credit of approximately $461
thousand and
    
    Payments of dividends of approximately $247 thousand.
  Capital Structure and Resources
 Notes Securities Act Thomas Weisel
 Indenture
 Registration Rights
Agreement SEC Registration
Statement
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Credit
Facility MLBFS
 EBITDA
 Fixed Charge Coverage Ratio September 15
Letter Agreement
 Amendment and Consent
  - 20 -




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SSG Credit Facility
      Long-Term Financial Obligations and Other Commercial Commitments
  - 21 -




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Payments due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 year
    
    
    1 - 3 years
    
    
    4 - 5 years
    
    
    5 years(dollars in
thousands)Long-term debt
    
    $
    50,734
    
    
    $
    330
    
    
    $
    296
    
    
    $
    50,108
    
    
    $
    Long-term debt  Sport
Supply Group line of
credit
    
    
    3,467
    
    
    
    
    
    
    
    3,467Interest expense on
long-term debt
    
    
    13,253
    
    
    
    3,119
    
    
    
    6,061
    
    
    
    4,073
    
    
    
    Operating leases
    
    
    7,799
    
    
    
    3,025
    
    
    
    4,145
    
    
    
    629
    
    
    
    Total contractual cash
obligations
    
    $
    75,253
    
    
    $
    6,474
    
    
    $
    13,969
    
    
    $
    54,810
    
    
    $
    
  Newly Adopted Accounting Standards
 Share-Based Payments
 Critical Accounting Policies
   Inventories.
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Allowance for Doubtful Accounts.
  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
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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-KSB for the fiscal year ended June 30, 2005. 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.
     
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
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Changes in Internal Control Over Financial Reporting.
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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
   
 Item 6. Exhibits.
   ExhibitNumber
    
    Description
    
    Location2.1
    
    Stock Purchase Agreement,
dated as of July 1, 2005, by
and among Collegiate Pacific
Inc., Emerson Radio Corp. and
Emerson Radio (Hong Kong)
Limited.
    
    Exhibit 10.1 to the
Registrants Current Report
on Form 8-K filed on July 8,
2005.2.2
    
    Asset Purchase Agreement,
dated as of August 3, 2005,
by and among Collegiate
Pacific Inc., Salkeld & Sons,
Inc. and Albert A. Messier.
    
    Exhibit 10.1 to the
Registrants Current Report
on Form 8-K filed on August
5, 2005.2.3
    
    Agreement and Plan of Merger,
dated as of September 7,
2005, 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 8, 2005.10.1
    
    Lease Agreement, dated as of
August 3, 2005, by and
between Salkeld & Sons, Inc.
and Albert A. Messier.
    
    Exhibit 10.2 to the
Registrants Current Report
on Form 8-K filed on August
5, 2005.10.2
    
    Letter Agreement, dated as of
September 15, 2005, by and
among Merrill Lynch Business
Financial Services Inc.,
Collegiate Pacific Inc.,
Tomark Sports, Inc., Kesslers
Team Sports, Inc., Dixie
Sporting Goods Co., Inc. and
CMS of Central Florida, Inc.*
    
    Exhibit 10.17 to the
Registrants Annual Report on
Form 10-KSB filed on
September 19, 2005.
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ExhibitNumber
    
    Description
    
    Location10.3
    
    Amendment to Loan documents
and Consent Agreement, dated
as of September 19, 2005, by
and among Merrill Lynch
Business Financial Services
Inc., Collegiate Pacific
Inc., Tomark Sports, Inc.,
Kesslers Team Sports, Inc.,
Dixie Sporting Goods Co.,
Inc. and CMS of Central
Florida, Inc.*
    
    Exhibit 10.19 to the
Registrants Annual Report on
Form 10-KSB filed on
September 19, 2005.10.4
    
    Amendment to License
Agreement, dated as of
December 21, 2000, as amended
on May 1, 2005, by and among
MarMark Corporation, Equilink
Licensing Corporation and
Sport Supply Group, Inc.*10.5
    
    Loan and Security Agreement,
dated as of March 27, 2001,
by and between Congress
Financial Corporation
(Southwest) and Sport Supply
Group, Inc., as amended on
October 1, 2002, June 27,
2003, November 6, 2003,
December 29, 2003, February
9, 2004 and October 20,
2004.*10.6
    
    Agreement, dated as of
December 9, 1986, by and
between Voit Corporation and
Sport Supply Group, Inc., the
successor-in-interest to BSN
Corp., as amended on August
1, 2003.*10.7
    
    Software End-User License
Agreement , dated as of June
11, 1998, by and between SAP
America, Inc. and Sport
Supply Group, Inc., as
amended on January 1, 2004.*10.8
    
    Lease Agreement, dated as of
April 25, 1994, by and
between Sport Supply Group,
Inc. and Prologis
(successor-in-interest to
APT-Cabot Texas, Inc., as
successor-in-interest to
Centre Development Co.,
Inc.), as amended on July 8,
1994, and June 10, 2004.*10.9
    
    Lease Agreement, dated as of
July 28, 1989, by and between
Sport Supply Group, Inc. and
Merit Investment Partners,
L.P., as amended on July 13,
1998, July 31, 2000, and
April 15, 2004.*10.10
    
    Sport Supply Group, Inc.
Amended and Restated Stock
Option Plan, dated March 21,
1997, as amended on August 28, 2003.*
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ExhibitNumber
    
    Description
    
    Location31.1
    
    Certification of the Chief
Executive Officer pursuant to
Rule 13a-14(a) or 15(d)-14(a)
of the Securities Exchange
Act of 1934, as adopted
pursuant to Section 302 of
the Sarbanes-Oxley Act of
2002.*31.2
    
    Certification of the Chief
Financial Officer pursuant to
Rule 13a-14(a) or 15(d)-14(a)
of the Securities Exchange
Act of 1934, as adopted
pursuant to Section 302 of
the Sarbanes-Oxley Act of
2002.*32
    
    Certification of the Chief
Executive Officer and Chief
Financial Officer pursuant to
18 U.S.C. Section 1350 as
adopted pursuant to Section
906 of the Sarbanes-Oxley Act
of 2002.**
 
 *
    
    Filed herewith**
    
    Furnished herewith - 28 -




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SIGNATURES
  COLLEGIATE PACIFIC INC.Dated: November 21, 2005
    
    /s/ Michael J. BlumenfeldMichael J. Blumenfeld, Chairman andChief Executive Officer/s/ William R. EstillWilliam R. Estill, Chief Financial Officer(Principal Financial and Accounting Officer)
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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber
    
    Description
    
    Location2.1
    
    Stock Purchase Agreement,
dated as of July 1, 2005, by
and among Collegiate Pacific
Inc., Emerson Radio Corp. and
Emerson Radio (Hong Kong)
Limited.
    
    Exhibit 10.1 to the
Registrants Current Report
on Form 8-K filed on July 8,
2005.2.2
    
    Asset Purchase Agreement,
dated as of August 3, 2005,
by and among Collegiate
Pacific Inc., Salkeld & Sons,
Inc. and Albert A. Messier.
    
    Exhibit 10.1 to the
Registrants Current Report
on Form 8-K filed on August
5, 2005.2.3
    
    Agreement and Plan of Merger,
dated as of September 7,
2005, 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 8, 2005.10.1
    
    Lease Agreement, dated as of
August 3, 2005, by and among
Salkeld & Sons, Inc. and
Albert A. Messier.
    
    Exhibit 10.2 to the
Registrants Current Report
on Form 8-K filed on August
5, 2005.10.2
    
    Letter Agreement, dated as of
September 15, 2005, by and
among Merrill Lynch Business
Financial Services Inc.,
Collegiate Pacific Inc.,
Tomark Sports, Inc., Kesslers
Team Sports, Inc., Dixie
Sporting Goods Co., Inc. and
CMS of Central Florida, Inc.*
    
    Exhibit 10.17 to the
Registrants Annual Report on
Form 10-KSB filed on
September 19, 2005.10.3
    
    Amendment to Loan documents
and Consent Agreement, dated
as of September 19, 2005, by
and among Merrill Lynch
Business Financial Services
Inc., Collegiate Pacific
Inc., Tomark Sports, Inc.,
Kesslers Team Sports, Inc.,
Dixie Sporting Goods Co.,
Inc. and CMS of Central
Florida, Inc.*
    
    Exhibit 10.19 to the
Registrants Annual Report on
Form 10-KSB filed on
September 19, 2005.10.4
    
    Amendment to License
Agreement, dated as of
December 21, 2000, as amended
on May 1, 2005, by and among
MarMark Corporation, Equilink
Licensing Corporation and
Sport Supply Group, Inc.*10.5
    
    Loan and Security Agreement,
dated as of March 27, 2001,
by and between Congress
Financial Corporation




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location(Southwest) and Sport Supply
Group, Inc., as amended on
October 1, 2002, June 27,
2003, November 6, 2003,
December 29, 2003, February
9, 2004 and October 20,
2004.*10.6
    
    Agreement, dated as of
December 9, 1986, by and
between Voit Corporation and
Sport Supply Group, Inc., the
successor-in-interest to BSN
Corp., as amended on August
1, 2003.*10.7
    
    Software End-User License
Agreement , dated as of June
11, 1998, by and between SAP
America, Inc. and Sport
Supply Group, Inc., as
amended on January 1, 2004.*10.8
    
    Lease Agreement, dated as of
April 25, 1994, by and
between Sport Supply Group,
Inc. and Prologis
(successor-in-interest to
APT-Cabot Texas, Inc., as
successor-in-interest to
Centre Development Co.,
Inc.), as amended on July 8,
1994, and June 10, 2004.*10.9
    
    Lease Agreement, dated as of
July 28, 1989, by and between
Sport Supply Group, Inc. and
Merit Investment Partners,
L.P., as amended on July 13,
1998, July 31, 2000, and
April 15, 2004.*10.10
    
    Sport Supply Group, Inc.
Amended and Restated Stock
Option Plan, dated March 21,
1997, as amended on August
28, 2003.*31.1
    
    Certification of the Chief
Executive Officer pursuant to
Rule 13a-14(a) or 15(d)-14(a)
of the Securities Exchange
Act of 1934, as adopted
pursuant to Section 302 of
the Sarbanes-Oxley Act of
2002.*31.2
    
    Certification of the Chief
Financial Officer pursuant to
Rule 13a-14(a) or 15(d)-14(a)
of the Securities Exchange
Act of 1934, as adopted
pursuant to Section 302 of
the Sarbanes-Oxley Act of
2002.*32
    
    Certification of the Chief
Executive Officer and Chief
Financial Officer pursuant to
18 U.S.C. Section 1350 as




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Locationadopted pursuant to Section
906 of the Sarbanes-Oxley Act
of 2002.**
 
 *
    
    Filed herewith**
    
    Furnished herewith