UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549


_________________________________________





FORM
10-Q


(Mark
One)


þQuarterly report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934


For
the quarterly period ended September 30, 2009





OR


 ̈      
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.


(Exact
Name of Registrant as Specified in Its Charter)





Delaware
                    
                    22-2795073(State
      or Other Jurisdiction of
                      Incorporation
      or Organization)
                    
                    (I.R.S.
      Employer Identification
No.)




1901 Diplomat Drive, Farmers Branch,
      Texas
                
                75234(Address
      of Principal Executive Offices)
                
                (Zip
      Code)





(972)
484-9484


(Registrant’s
Telephone Number, Including Area Code)





Indicate
by check mark whether the registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.Yes  þ      No   ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes  o      No   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large accelerated filer o
              
              Accelerated
      filer  oNon-accelerated filer   o
                (Do not check if a smaller reporting company)
              
              Smaller
      reporting company   þ




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes  o      No  þ





As of
November 3, 2009, there were 12,425,949 shares of the issuer’s common stock
outstanding.









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, 2009and
      June 30, 2009
                                1Condensed
      Consolidated Statements of Income for thethree
      months ended September 30, 2009 and 2008
                                2Condensed
      Consolidated Statements of Cash Flows forthe
      three months ended September 30, 2009 and 2008
                                3Notes
      to Unaudited Condensed Consolidated Financial Statements
                                4Item
      2.
                                Management's
      Discussion and Analysis of FinancialCondition
      and Results of Operations.
                                10Item
      3.
                                Quantitative
      and Qualitative Disclosures About Market Risk
                                21Item
      4.
                                Controls
      and Procedures
                                22PART
      II:
                                OTHER
      INFORMATIONItem
      1.
                                Legal
      Proceedings
                                24Item
      6.
                                Exhibits
                                25SIGNATURES
                                26Exhibits









PART  I.
FINANCIAL INFORMATION


Item
1.  Consolidated Financial Statements.





SPORT
SUPPLY GROUP, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS


(Unaudited)


(in
thousands, except share and per share amounts)





September 30,2009
                                                  
                                                  
                                                  June 30,
                                                    2009ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                                                  
                                                  $
                                                  16,720
                                                  
                                                  
                                                  $
                                                  10,743Accounts
      receivable, net of allowance for doubtful accounts of$1,513
      and $1,457, respectively
                                                  
                                                  
                                                  44,556
                                                  
                                                  
                                                  
                                                  32,276Inventories
                                                  
                                                  
                                                  29,980
                                                  
                                                  
                                                  
                                                  33,872Current
      portion of deferred income taxes
                                                  
                                                  
                                                  4,040
                                                  
                                                  
                                                  
                                                  4,040Prepaid
      income taxes
                                                  
                                                  
                                                  –
                                                  
                                                  
                                                  
                                                  1,828Prepaid
      expenses and other current assets
                                                  
                                                  
                                                  2,117
                                                  
                                                  
                                                  
                                                  1,821Total
      current assets
                                                  
                                                  
                                                  97,413
                                                  
                                                  
                                                  
                                                  84,580PROPERTY
      AND EQUIPMENT, net of accumulated depreciation of$9,617
      and $9,128, respectively
                                                  
                                                  
                                                  8,240
                                                  
                                                  
                                                  
                                                  8,504DEFERRED
      DEBT ISSUANCE COSTS, net of accumulated amortization of$1,935
      and $1,823, respectively
                                                  
                                                  
                                                  189
                                                  
                                                  
                                                  
                                                  291INTANGIBLE
      ASSETS, net of accumulated amortization of$5,374
      and $5,195, respectively
                                                  
                                                  
                                                  6,046
                                                  
                                                  
                                                  
                                                  6,226GOODWILL
                                                  
                                                  
                                                  53,525
                                                  
                                                  
                                                  
                                                  53,426OTHER
      ASSETS, net
                                                  
                                                  
                                                  76
                                                  
                                                  
                                                  
                                                  76Total
      assets
                                                  
                                                  $
                                                  165,489
                                                  
                                                  
                                                  $
                                                  153,103LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIES:Accounts
      payable
                                                  
                                                  $
                                                  24,391
                                                  
                                                  
                                                  $
                                                  20,132Accrued
      liabilities
                                                  
                                                  
                                                  8,273
                                                  
                                                  
                                                  
                                                  7,462Dividends
      payable
                                                  
                                                  
                                                  312
                                                  
                                                  
                                                  
                                                  311Accrued
      interest
                                                  
                                                  
                                                  554
                                                  
                                                  
                                                  
                                                  140Current
      portion of long-term debt
                                                  
                                                  
                                                  28,882
                                                  
                                                  
                                                  
                                                  28,892Income
      taxes payable
                                                  
                                                  
                                                  1,347
                                                  
                                                  
                                                  
                                                  –Total
      current liabilities
                                                  
                                                  
                                                  63,759
                                                  
                                                  
                                                  
                                                  56,937DEFERRED
      INCOME TAX LIABILITIES
                                                  
                                                  
                                                  4,304
                                                  
                                                  
                                                  
                                                  4,331Total
      liabilities
                                                  
                                                  
                                                  68,063
                                                  
                                                  
                                                  
                                                  61,268COMMITMENTS
      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;12,529,875
      and 12,490,756 shares issued and
                                                    12,425,949
      and 12,386,830 shares outstanding, respectively
                                                  
                                                  
                                                  125
                                                  
                                                  
                                                  
                                                  125Additional
      paid-in capital
                                                  
                                                  
                                                  67,370
                                                  
                                                  
                                                  
                                                  66,526Retained
      earnings
                                                  
                                                  
                                                  30,734
                                                  
                                                  
                                                  
                                                  25,987Treasury
      stock at cost, 103,926 and 103,926 shares, respectively
                                                  
                                                  
                                                  (803
                                                  )
                                                  
                                                  
                                                  (803
                                                  )Total
      stockholders' equity
                                                  
                                                  
                                                  97,426
                                                  
                                                  
                                                  
                                                  91,835Total
      liabilities and stockholders' equity
                                                  
                                                  $
                                                  165,489
                                                  
                                                  
                                                  $
                                                  153,103





The
accompanying notes are an integral part of these condensed consolidated
financial statements.




- 1
-




SPORT
SUPPLY GROUP, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF INCOME


(Unaudited)


(in
thousands, except share and per share amounts)





Three Months EndedSeptember 30,2009
                            
                            
                            2008Net
      sales
                            
                            $
                            77,470
                            
                            
                            $
                            73,577Cost
      of sales
                            
                            
                            49,566
                            
                            
                            
                            46,658Gross
      profit
                            
                            
                            27,904
                            
                            
                            
                            26,919Selling,
      general and administrative expenses
                            
                            
                            19,150
                            
                            
                            
                            18,254Operating
      profit
                            
                            
                            8,754
                            
                            
                            
                            8,665Other
      income (expense):Interest
      income
                            
                            
                            17
                            
                            
                            
                            77Interest
      expense
                            
                            
                            (526
                            )
                            
                            
                            (737
                            )Other
      income
                            
                            
                            –
                            
                            
                            
                            20Total
      other expense, net
                            
                            
                            (509
                            )
                            
                            
                            (640
                            )Income
      before income taxes
                            
                            
                            8,245
                            
                            
                            
                            8,025Income
      tax provision
                            
                            
                            3,186
                            
                            
                            
                            2,964Net
      income
                            
                            $
                            5,059
                            
                            
                            $
                            5,061Weighted
      average number of shares outstanding:Basic
                            
                            
                            12,455,490
                            
                            
                            
                            12,428,249Diluted
                            
                            
                            14,526,121
                            
                            
                            
                            15,749,619Net
      income per share common stock – basic
                            
                            $
                            0.41
                            
                            
                            $
                            0.41Net
      income per share common stock – diluted
                            
                            $
                            0.37
                            
                            
                            $
                            0.35Dividends
      declared per share common stock
                            
                            $
                            0.025
                            
                            
                            $
                            0.025





The
accompanying notes are an integral part of these condensed consolidated
financial statements.




- 2
-




SPORT
SUPPLY GROUP, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)


(in
thousands)


Three Months EndedSeptember 30,2009
                  
                  
                  2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                  
                  $
                  5,059
                  
                  
                  $
                  5,061Adjustments
      to reconcile net income to cash provided byoperating
      activities:Provision
      for uncollectible accounts receivable
                  
                  
                  281
                  
                  
                  
                  282Depreciation
      and amortization
                  
                  
                  670
                  
                  
                  
                  703Amortization
      of deferred debt issuance costs
                  
                  
                  111
                  
                  
                  
                  311Discount
      on early retirement of long term debt
                  
                  
                  –
                  
                  
                  
                  (250
                  )Deferred
      income taxes
                  
                  
                  (27
                  )
                  
                  
                  327Stock-based
      compensation expense
                  
                  
                  695
                  
                  
                  
                  284Changes
      in operating assets and liabilities:Accounts
      receivable
                  
                  
                  (12,561
                  )
                  
                  
                  (9,174
                  )Inventories
                  
                  
                  4,005
                  
                  
                  
                  722Prepaid
      expenses and other current assets
                  
                  
                  (296
                  )
                  
                  
                  (1,110
                  )Other
      assets, net
                  
                  
                  –
                  
                  
                  
                  10Accounts
      payable
                  
                  
                  4,259
                  
                  
                  
                  5,631Income
      taxes payable / prepaid income taxes
                  
                  
                  3,175
                  
                  
                  
                  1,604Accrued
      liabilities and accrued interest
                  
                  
                  1,085
                  
                  
                  
                  (351
                  )Net
      cash provided by operating activities:
                  
                  
                  6,456
                  
                  
                  
                  4,050CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchases
      of property and equipment
                  
                  
                  (229
                  )
                  
                  
                  (193
                  )Proceeds
      from disposals of property and equipment
                  
                  
                  52
                  
                  
                  
                  –Cash
      used in business acquisitions
                  
                  
                  (121
                  )
                  
                  
                  –Net
      cash used in investing activities:
                  
                  
                  (298
                  )
                  
                  
                  (193
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Early
      retirement of long term debt
                  
                  
                  –
                  
                  
                  
                  (5,234
                  )Deferred
      debt issuance cost
                  
                  
                  (9
                  )
                  
                  
                  –Payments
      on notes payable and line of credit
                  
                  
                  (10
                  )
                  
                  
                  (26
                  )Payment
      of dividends
                  
                  
                  (311
                  )
                  
                  
                  (309
                  )Tax
      benefit related to the exercise of stock options
                  
                  
                  26
                  
                  
                  
                  –Proceeds
      from issuance of common stock
                  
                  
                  123
                  
                  
                  
                  230Net
      cash used in financing activities:
                  
                  
                  (181
                  )
                  
                  
                  (5,339
                  )Net
      change in cash and cash equivalents
                  
                  
                  5,977
                  
                  
                  
                  (1,482
                  )Cash
      and cash equivalents, beginning of period
                  
                  
                  10,743
                  
                  
                  
                  20,531Cash
      and cash equivalents, end of period
                  
                  $
                  16,720
                  
                  
                  $
                  19,049SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for interest
                  
                  $
                  –
                  
                  
                  $
                  55Cash
      paid for income taxes
                  
                  $
                  50
                  
                  
                  $
                  1,049





The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  - 3
-


SPORT
SUPPLY GROUP, INC. AND SUBSIDIARIES


Notes
to Unaudited Condensed Consolidated Financial Statements





1.  Basis
of Presentation:





The
accompanying unaudited condensed consolidated financial statements of Sport
Supply Group, Inc. and its subsidiaries (collectively, the “Company”) have been
prepared in accordance with accounting principles generally accepted in the
United States of America (“US GAAP”) for interim
financial reporting. Accordingly, they do not include all of the information and
footnotes required by US GAAP for complete financial statements and should be
read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2009. All intercompany transactions and balances have been
eliminated in consolidation. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation of the interim financial information have been
included.





Operating
results and cash flows for interim periods presented herein are not necessarily
indicative of results that may be expected for any other interim period or the
fiscal year ending June 30, 2010.





2.  Recent
Accounting Pronouncements:





In
June 2009, the Financial Accounting Standard Board (“FASB”) issued guidance
now codified as FASB Accounting Standards Codification (“ASC”) Topic 105, Generally Accepted Accounting
Principles, as the single source of authoritative nongovernmental US
GAAP. FASB ASC Topic 105 does not change current US GAAP, but is intended to
simplify user access to all authoritative US GAAP by providing all authoritative
literature related to a particular topic in one place. All existing accounting
standard documents are superseded and all other accounting literature not
included in the ASC will be considered non-authoritative. These provisions of
FASB ASC Topic 105 are effective for interim and annual periods ending after
September 15, 2009 and, accordingly, are effective for the Company for the
current fiscal reporting period. The adoption of this pronouncement did not have
an impact on the Company’s consolidated financial position, results of
operations, or cash flows, but does impact its financial reporting process by
eliminating all references to pre-codification standards.





3.  Net
Sales:





The
Company’s net sales to external customers are attributable to sales of sporting
goods equipment and soft good athletic apparel and footwear products (“soft goods”), as well
as freight, through the Company’s catalog and team dealer divisions. The
following table details the Company’s consolidated net sales by these product
groups and divisions for the three months ended September 30, 2009 and
2008:





Three Months Ended September 30,2009
                                        
                                        
                                        2008CatalogGroup
                                        
                                        
                                        TeamDealer
                                        
                                        
                                        Total
                                        
                                        
                                        CatalogGroup
                                        
                                        
                                        TeamDealer
                                        
                                        
                                        Total(in
      thousands)Sporting
      goods equipment
                                        
                                        $
                                        37,031
                                        
                                        
                                        $
                                        10,171
                                        
                                        
                                        $
                                        47,202
                                        
                                        
                                        $
                                        34,327
                                        
                                        
                                        $
                                        10,245
                                        
                                        
                                        $
                                        44,572Soft
      goods
                                        
                                        
                                        2,325
                                        
                                        
                                        
                                        24,256
                                        
                                        
                                        
                                        26,581
                                        
                                        
                                        
                                        1,828
                                        
                                        
                                        
                                        23,166
                                        
                                        
                                        
                                        24,994Freight
                                        
                                        
                                        2,437
                                        
                                        
                                        
                                        1,250
                                        
                                        
                                        
                                        3,687
                                        
                                        
                                        
                                        2,796
                                        
                                        
                                        
                                        1,215
                                        
                                        
                                        
                                        4,011Net
      sales
                                        
                                        $
                                        41,793
                                        
                                        
                                        $
                                        35,677
                                        
                                        
                                        $
                                        77,470
                                        
                                        
                                        $
                                        38,951
                                        
                                        
                                        $
                                        34,626
                                        
                                        
                                        $
                                        73,577





- 4
-





4.  Inventories:





Inventories
are carried at the lower of cost or market using the weighted-average cost
method for items purchased for resale and the average cost method for
manufactured items.





Inventories
at September 30, 2009 and June 30, 2009 consisted of the following:





September 30,2009
                  
                  
                  June 30,
                    2009(in
      thousands)Raw
      materials
                  
                  $
                  1,854
                  
                  
                  $
                  1,898Work
      in progress
                  
                  
                  208
                  
                  
                  
                  200Finished
      goods
                  
                  
                  27,918
                  
                  
                  
                  31,774Inventories
                  
                  $
                  29,980
                  
                  
                  $
                  33,872




5.  Allowance
for Doubtful Accounts:




Changes
in the Company’s allowance for doubtful accounts for the three months ended
September 30, 2009 and the fiscal year ended June 30, 2009, are as
follows:





Three Months Ended
                  
                  
                  Fiscal Year EndedSeptember 30, 2009
                  
                  
                  June 30, 2009(in thousands)Balance
      at beginning of period
                  
                  $
                  1,457
                  
                  
                  $
                  1,320Provision
      for uncollectible accounts receivable
                  
                  
                  281
                  
                  
                  
                  851Accounts
      written off, net of recoveries
                  
                  
                  (225
                  )
                  
                  
                  (714
                  )Balance
      at end of period
                  
                  $
                  1,513
                  
                  
                  $
                  1,457





6.  Accrued
Liabilities:





Accrued
liabilities at September 30, 2009 and June 30, 2009 included the
following:





September 30, 2009
                  
                  
                  June 30, 2009(in thousands)Accrued
      compensation and benefits
                  
                  $
                  2,602
                  
                  
                  $
                  2,639Customer
      deposits
                  
                  
                  1,231
                  
                  
                  
                  893Taxes
      other than income taxes
                  
                  
                  1,903
                  
                  
                  
                  1,700Gift
      certificates
                  
                  
                  820
                  
                  
                  
                  689Other
                  
                  
                  1,717
                  
                  
                  
                  1,541Total
      accrued liabilities
                  
                  $
                  8,273
                  
                  
                  $
                  7,462





7.  Long-Term
Debt and Line of Credit:





On
November 26, 2004, the Company issued $40.0 million principal amount of 5.75%
Convertible Senior Subordinated Notes due December 1, 2009 (the “Notes”). The
Notes were sold to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended. Thomas Weisel Partners LLC (“Thomas
Weisel”) was the initial purchaser of the Notes. On December 3, 2004, the
Company issued an additional $10.0 million principal amount of Notes pursuant to
the exercise by Thomas Weisel of the option granted to it in connection with the
initial offering of the Notes. The issuance of the Notes resulted in aggregate
proceeds of $46.6 million to the Company, net of issuance costs.




- 5
-




The Notes
are governed by the Indenture, dated as of November 26, 2004, between the
Company and The Bank of New York Trust Company N.A., as trustee (the “Indenture”). The
Indenture provides, among other things, that the Notes will bear interest of
5.75% per year, payable semi-annually, and will be convertible at the option of
the holder of the Notes into the Company’s common stock at a conversion rate of
68.2594 shares per $1 thousand principal amount of Notes, subject to certain
adjustments. This is equivalent to a conversion price of approximately $14.65
per share. The Company may redeem the Notes, in whole or in part, at the
redemption price, which is 100% of the principal amount, plus accrued and unpaid
interest and additional interest, if any, to, but excluding, the redemption date
only if the closing price of the Company’s common stock exceeds 150% of the
conversion price for at least 20 trading days in any consecutive 30-day trading
period. Upon the occurrence of a change in control of the Company, holders may
require the Company to purchase all or a portion of the Notes in cash at a price
equal to 100% of the principal amount of Notes to be repurchased, plus accrued
and unpaid interest and additional interest, if any, to, but excluding, the
repurchase date, plus the make whole premium, if applicable.





In
connection with the completion of the sale of the Notes, on November 26, 2004,
the Company entered into a registration rights agreement with Thomas Weisel (the
“Registration Rights
Agreement”). Under the terms of the Registration Rights Agreement, the
Company was required to file a registration statement on Form S-3 with the SEC
for the registration of the Notes and the shares issuable upon conversion of the
Notes. On February 28, 2006, the SEC declared the registration statement
effective.





During
the year ended June 30, 2009, the Company used cash on hand and proceeds from
the Revolving Facility, as defined below, to retire $21.1 million of the Notes
for approximately $19.7 million, resulting in a gain on the early retirement of
Notes of approximately $1.4 million.





The $28.9
million balance of Notes outstanding is classified as a current liability on the
Company’s September 30, 2009 and June 30, 2009 consolidated balance
sheets.





The
Company’s principal external source of liquidity is its Credit Agreement, dated
as of February 9, 2009, with Bank of America, N.A., as administrative agent,
swing line lender, letter of credit issuer, sole lead arranger and sole book
manager (the “New
Credit Agreement”), which is collateralized by all of the assets of the
Company and its wholly-owned subsidiaries.





From June
29, 2006 until February 9, 2009, the Company’s senior lending facility was led
by Merrill Lynch Business Financial Services, Inc. (the “Revolving Facility”).
The Revolving Facility established a commitment to provide the Company with a
$25 million secured revolving credit facility through June 1, 2010, subject to
the terms, conditions and covenants stated in the lending agreement as amended
and restated through February 9, 2009.





On
February 9, 2009, the Company terminated the Revolving Facility and entered into
the New Credit Agreement. The New Credit Agreement establishes a commitment to
provide the Company with a $40 million secured revolving credit facility through
February 8, 2012. The facility provided under the New Credit Agreement may be
expanded through the exercise of an accordion feature to $60 million, subject to
certain conditions set forth in the New Credit Agreement. Borrowings under the
New Credit Agreement may be limited to a borrowing base equal to 85% of the
Company’s eligible accounts receivable plus 60% of the Company’s eligible
inventories, but only if the Company’s Quick Ratio (as defined in the New Credit
Agreement) is less than 1.00 to 1.00. Borrowings are subject to certain
conditions, including that there has not been a material adverse effect on the
Company’s operations.




- 6
-




All
borrowings under the New Credit Agreement will bear interest at the London
Interbank Offered Rate (“LIBOR”) plus a spread
ranging from 1.25% to 3.00%, with the amount of the spread at any time based on
the Company’s Funded Debt to EBITDA Ratio (as defined in the New Credit
Agreement) on a trailing 12-month basis.





The New
Credit Agreement includes covenants that require the Company to meet certain
financial ratios. The Company’s Debt Service Coverage Ratio (as defined in the
New Credit Agreement) must be at least 1.25 to 1.00 at all times and the
Company’s Funded Debt to EBITDA Ratio on a trailing 12-month basis may not
exceed 2.75 to 1.00. The New Credit Agreement also contains certain conditions
that must be met with respect to acquisitions that in the aggregate cannot
exceed $25 million during the term of the New Credit Agreement.





The New
Credit Agreement allows the Company to refinance the Notes with borrowings under
the facility at or prior to maturity and to purchase up to $5,000,000 of its
common stock, each provided certain conditions are met. The Notes mature on
December 1, 2009. In the absence of the Notes converting into shares of the
Company’s common stock, it is the Company’s intent to pay off as much of the
debt as possible with cash flows from operations and refinance the remaining
balance under the New Credit Agreement.





The New
Credit Agreement is guaranteed by each of the Company’s domestic subsidiaries
and is secured by, among other things, a pledge of all of the issued and
outstanding shares of stock of each of the Company’s domestic subsidiaries and a
first priority perfected security interest on substantially all of the assets of
the Company and each of its domestic subsidiaries.





The New
Credit Agreement contains customary representations, warranties and covenants
(affirmative and negative) and is subject to customary rights of the lenders and
the administrative agent upon the occurrence and during the continuance of an
event of default, including, under certain circumstances, the right to
accelerate payment of the loans made under the New Credit Agreement and the
right to charge a default rate of interest on amounts outstanding under the New
Credit Agreement.





A
commitment fee of 0.125% was due upon closing of the New Credit Agreement. There
is no agency fee under the New Credit Agreement until a second lender becomes a
party to the New Credit Agreement, at which point a $30,000 annual agency fee
would be payable.





On June
19, 2009, the Company entered into Amendment No. 1 to the New Credit Agreement,
which permits the Company to make acquisitions up to $2.0 million in the
aggregate and subject to certain conditions, prior to the maturity of the
Notes.





On July
30, 2009, the Company entered into Amendment No. 2 to the New Credit Agreement,
which permits the Company to make acquisitions up to $5.0 million in the
aggregate and subject to certain conditions, prior to the maturity of the
Notes.





At
September 30, 2009, the Company had no borrowings outstanding under the New
Credit Agreement, thereby leaving the Company with $40.0 million of availability
under the terms of the New Credit Agreement. At September 30, 2009, the Company
was in compliance with all of its financial covenants under the New Credit
Agreement.





The
Company had no long-term debt outstanding at September 30, 2009.




- 7
-




Notes
payable and other long-term debt at September 30, 2009 and June 30, 2009
consisted of the following:





September 30, 2009
                  
                  
                  June 30, 2009(in thousands)Notes
                  
                  $
                  28,856
                  
                  
                  $
                  28,856Other
      notes payable
                  
                  
                  26
                  
                  
                  
                  36Total
      notes payable
                  
                  
                  28,882
                  
                  
                  
                  28,892Less
      current portion
                  
                  
                  (28,882
                  )
                  
                  
                  (28,892
                  )Notes
      payable and other long-term debt
                  
                  $
                  –
                  
                  
                  $
                  –





As of
September 30, 2009, all of the Company’s notes payable and other long-term debt
are classified as current liabilities. There are no payments due after June 30,
2010.





8.  Income
Per Share:





The table
below outlines the determination of the number of diluted shares of common stock
used in the calculation of diluted earnings per share as well as the calculation
of diluted earnings per share for the periods presented:





For the Three Months EndedSeptember 30,2009
                    
                    
                    2008(in thousands except share and per share data)Numerator:Net
      income
                    
                    $
                    5,059
                    
                    
                    $
                    5,061Effect
      of Notes
                    
                    
                    315
                    
                    
                    
                    419Diluted
      income
                    
                    $
                    5,374
                    
                    
                    $
                    5,480Denominator:Basic
      weighted average shares outstanding
                    
                    
                    12,455,490
                    
                    
                    
                    12,428,249Add
      effect of:Stock
      options
                    
                    
                    100,938
                    
                    
                    
                    148,513Notes
                    
                    
                    1,969,693
                    
                    
                    
                    3,172,857Diluted
      weighted average shares outstanding
                    
                    
                    14,526,121
                    
                    
                    
                    15,749,619Basic
      income per share
                    
                    $
                    0.41
                    
                    
                    $
                    0.41Diluted
      income per share
                    
                    $
                    0.37
                    
                    
                    $
                    0.35




For the
three months ended September 30, 2009 and 2008, stock options to purchase
628,854 and 543,138 shares, respectively, were excluded in the computations of
diluted income per share because their effect was anti-dilutive. During the
three months ended September 30, 2009 and 2008, the assumed conversion of
1,969,693 and 3,172,857 shares, respectively, from the Notes was dilutive.
During the quarter ended September 30, 2008, the Company used cash on hand to
retire $5.5 million of the Notes for approximately $5.2 million. No similar
retirements were made during the quarter ended September 30, 2009.




- 8
-




On July
1, 2009, the Company adopted the provisions of ASC Topic 260, Earnings Per
Share, related to determining whether instruments granted in share based payment
transactions are participating securities. Under the provisions, unvested
share-based payment awards that contain nonforfeitable rights to dividends or
dividend equivalents will be considered participating securities and will be
included in the computation of both basic and diluted earnings per share. The
Company restated prior periods’ basic and diluted earnings per share to include
such outstanding unvested restricted shares of its common stock in the basic
weighted average shares outstanding calculation. Upon adoption, there was no
change in basic and diluted income per share for the three months ended
September 30, 2008.





9.  Stockholders’
Equity:





Changes
in stockholders’ equity during the three months ended September 30, 2009, were
as follows:





(in thousands)Stockholders’
      equity at June 30, 2009
                  
                  $
                  91,835Issuance
      of stock for cash
                  
                  
                  123Stock-based
      compensation
                  
                  
                  695Tax
      benefit related to the exercise of stock options
                  
                  
                  26Net
      income
                  
                  
                  5,059Dividends
      declared
                  
                  
                  (312
                  )Stockholders’
      equity at September 30, 2009
                  
                  $
                  97,426





10.   Legal
Proceedings:





The
Company is a party to various litigation matters, in most cases involving
ordinary and routine claims incidental to the Company’s business. The Company
cannot estimate with certainty its ultimate legal and financial liability with
respect to such pending litigation matters. However, the Company believes, based
on its review of such matters, that its ultimate liability will not have a
material adverse effect on its financial position, results of operations or cash
flows.





11.   Business
Combinations:





On July
30, 2009, the Company acquired certain assets of Har-Bell Athletic Goods located
in Missouri. This transaction expanded the Company’s road sales force in this
geographic region. This acquisition was not material under US GAAP.





12.   Subsequent
Events:





On
September 28, 2009, the Company announced that its Board of Directors approved
and declared a quarterly cash dividend of $0.025 per share on the Company's
common stock for the first quarter of fiscal 2010, which ended September 30,
2009. The quarterly cash dividend was paid on October 30, 2009, to all
stockholders of record on the close of business on October 12,
2009.





The
Company evaluated its September 30, 2009 condensed consolidated financial
statements for subsequent events through November 4, 2009, the date the
financial statements were issued, and is not aware of any other subsequent
events that would require recognition or disclosure in its condensed
consolidated financial statements.





- 9
-





Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.





Our
Business





Certain
statements in Management’s Discussion and Analysis of Financial Condition and
Results of Operations are forward-looking as defined in the Private Securities
Litigation Reform Act of 1995. These statements are based on current
expectations that are subject to risks and uncertainties, including those
discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for
the fiscal year ended June 30, 2009 and elsewhere in this Quarterly Report. As
such, actual results may differ materially from expectations as of the date of
this filing.





Sport
Supply Group, Inc. (“Sport Supply Group,”
“we,” “us,” “our,” or the “Company”) is a
marketer, manufacturer and distributor of sporting goods equipment, physical
education, recreational and leisure products and a marketer and distributor of
soft goods, primarily to the institutional market in the United States. The
institutional market generally consists of youth sports programs, YMCAs, YWCAs,
park and recreational organizations, schools, colleges, churches, government
agencies, athletic teams, athletic clubs and dealers. We sell our products
directly to our customers primarily through the distribution of our unique,
informative catalogs and fliers, our strategically located road sales
professionals, our telemarketers, various sales events and the Internet. We
offer a broad line of sporting goods and equipment, soft goods and other
recreational products, as well as provide after-sale customer service. We
currently market approximately 20,000 sports and physical education related
equipment products, soft goods and recreational related equipment and products
to institutional, retail, Internet, sports teams and other team dealer
customers. We market our products through the support of a customer database of
over 400,000 potential customers, our over 200 person direct sales force
strategically located throughout the South-Western, South-Central, Mid-Western,
Mid-Atlantic and South-Atlantic United States, mailing over 3 million catalogs
and promotional flyers each year and our call centers located at our
headquarters in Farmers Branch, Texas, Corona, California in the Los Angeles
basin, Richmond, Indiana and Richmond, Virginia. Our fiscal year ends on June 30
of each year.





Historically,
sales of our sporting goods have experienced seasonal fluctuations. This
seasonality causes our financial results to vary from quarter to quarter, which
usually results in lower net sales and operating profit in the second quarter of
our fiscal year (October through December) and higher net sales and operating
profit in the remaining quarters of our fiscal year. We attribute this
seasonality primarily to the budgeting procedures of our customers and the
seasonal demand for our products, which have historically been driven by fall,
spring and summer sports. Generally, between the months of October and December
of each fiscal year, there is a lower level of sports activities at our
non-retail institutional customer base, a higher degree of adverse weather
conditions and a greater number of school recesses and major holidays. We
believe the operations of our team dealers, which have a greater focus on fall
and winter sports, have reduced the seasonality of our financial results. We
have also somewhat mitigated this sales reduction during the second quarter by
marketing our products through the websites of large retailers. Retail customers
order the products from the retailers’ websites and we ship the products to the
retailers’ customers.





Executive
Overview





The
sporting goods industry can be greatly affected by macroeconomic factors,
including changes in global, national, regional and local economic conditions,
as well as consumers’ perceptions of such economic factors. The United States is
in the second year of a severe recession. The deteriorating economy and
turbulent financial and credit markets have continued to result in further
eroded consumer confidence, increased unemployment and continuing real estate
foreclosures. In addition, government tax revenues have decreased, and school
districts, cities, counties and state governments continue to experience budget
shortfalls. Actions taken or currently under consideration by the federal
government designed to stimulate the economy could soften the impact of the
recession. There remains the possibility that sporting goods sales and gross
margins may be adversely impacted as our country’s economy moves through and
recovers from the current recession.





- 10
-




As part
of our strategy to increase our market penetration and limit the possible impact
the current economy may have on our business, we acquired three businesses that
were fully integrated into our team dealer operations for the quarter ended
September 30, 2009. On June 24, 2009, we purchased the assets of Webster’s Team
Sports located in Florida. On June 30, 2009, we acquired the rights to Doerner’s
Team Sports Division located in Indiana. On July 30, 2009, we acquired certain
assets of Har-Bell Athletic Goods located in Missouri. These transactions
expanded our road sales force in the respective geographic regions.





As we
report our first quarter ended September 30, 2009 and move into our second
quarter ending December 31, 2009, institutional sporting goods customers and
suppliers continue to face adverse economic pressures. During our first quarter
ended September 30, 2009, we realized year-over-year quarterly revenue and gross
profit increases, while our gross profit percentage decreased and our net income
remained flat. We believe our gross profit percentage challenges are primarily
the result of an increase in promotions and discounting programs (bids and
quotes) to offset the potential risk of weakened budgetary demand at the school,
city and federal levels. While our results reflect these gross profit percentage
challenges, we are reporting stable overall profit performance. As such, we
believe the Company is performing reasonably well in the current economic and
competitive environment.





·
            Net
      sales for the first quarter ended September 30, 2009 increased $3.9
      million, or 5.3%, to $77.5 million. The net sales increase in the quarter
      ended September 30, 2009 was primarily attributable to increased
      penetration into the government sector, our business to consumer internet
      segment, our new customer prospecting initiatives and the recent
      acquisitions of three team dealer
operations.




·
            Gross
      profit for the first quarter ended September 30, 2009 increased $1.0
      million, or 3.7%, to $27.9 million. However, as a percentage of net sales,
      gross profit decreased 60 basis points to 36.0%. Gross profit percentage
      decreases are primarily the result of our aggressive sales efforts,
      including price reductions and other special discounting strategies, to
      address the competitive pressures in the
market.




·
            Net
      income for the first quarter ended September 30, 2009 remained flat at
      $5.1 million.




A
significant portion of the products we purchase for resale, including those
purchased from domestic suppliers, is manufactured abroad in countries such as
China, Taiwan, South Korea and India. We cannot predict the effect future
changes in political or economic conditions in such foreign countries may have
on our operations. In the event of disruptions or delays in supply due to
political or economic conditions in foreign countries, such disruptions or
delays could adversely affect our results of operations unless and until
alternative supply arrangements can be made.





We intend
to navigate the present general economic downturn by remaining focused on
improving areas within our control and on achieving further progress on three
primary goals: maintaining a strong balance sheet; generating positive earnings
growth before interest, taxes, depreciation and amortization (“EBITDA”); and
positioning our business to capitalize on an economic recovery when it occurs.
Consistent with these goals, in the past three months, among other things, we:
(i) integrated three team dealer operations into our operations;
(ii) managed selling, general and administrative expenses as a consistent
percentage of net sales; and (iii) implemented additional marketing
programs designed to address our institutional customers’ needs and
affordability concerns. Our key business strategies and plans for the remainder
of fiscal 2010 will continue to reflect these priorities.


- 11
-


Critical
Accounting Policies





Our
discussion and analysis of our financial condition and results of operations is
based upon our consolidated financial statements, which have been prepared in
accordance with US GAAP. Certain of our accounting policies are particularly
important to the portrayal of our consolidated financial position, results of
operations and statements of cash flows included elsewhere in this Quarterly
Report on Form 10-Q and require the application of significant judgment by us;
as a result, they are subject to an inherent degree of uncertainty. In applying
these policies, we use our judgment to determine the appropriate assumptions to
be used in the determination of certain estimates. These estimates are based on
our historical experience, our observation of trends in the industry and
information available from other outside sources, as appropriate, and have been
historically accurate in all material respects and consistently applied. The
estimates described below are reviewed from time to time and are subject to
change if the circumstances so indicate. The effect of any such change is
reflected in results of operations for the period in which the change is
made.





Inventories. We adjust the
value of our inventories to lower of cost or market, which includes write-downs
for slow-moving or obsolete inventories.  Factors included in determining
which inventories are slow-moving or obsolete include current and anticipated
demand or customer preferences, merchandise aging, seasonal trends and decisions
to discontinue certain products. Because most of our products have an extended
life, we have not historically experienced significant occurrences of
obsolescence. Inventory write-downs are recorded as a percentage of product
revenues and evaluated at least quarterly based on the above factors.  We
perform physical inventories at least once per year and cycle count the majority
of inventory at our distribution centers at least once every six months. 
Slow moving inventory and shrinkage can be impacted by internal factors such as
the level of employee training and loss prevention programs, and external
factors such as the health of the overall economy and customer
demand.




Our
inventory adjustments for lower of cost or market provisions totaled $0.3
million and $0.1 million for the quarters ended September 30, 2009 and 2008,
respectively.  The increase in the inventory adjustments is due to the
identification of additional excess and obsolete inventories during the first
quarter ended September 30, 2009. We evaluate our inventory value each quarter
based on the criteria discussed above.




A 10%
change in our inventory write-downs for the three months ended September 30,
2009 would result in a change in our inventories of approximately $30 thousand
and a change in pre-tax earnings by the same amount. Our adjustments are
estimates, which could vary significantly, either favorably or unfavorably, from
actual results if future economic conditions, consumer demand and competitive
environments differ from our expectations. At this time, we do not believe there
is a reasonable likelihood there will be a material change in the future
estimates or assumptions that we use to determine our inventory
adjustments.




Allowance for Doubtful
Accounts. We evaluate the collectability of accounts receivable based on
a combination of factors. In circumstances where there is knowledge of a
specific customer’s inability to meet its financial obligations, a specific
allowance is provided to reduce the net receivable to the amount that is
reasonably believed to be collectible. For all other customers, allowances are
established based on historical bad debts, customer payment patterns and current
economic conditions. The establishment of these allowances requires judgment and
assumptions regarding the potential for losses on receivable balances. If the
financial condition of our customers deteriorates, resulting in an impairment of
their ability to make payments, additional allowances may be required resulting
in an additional charge to expenses when made.





At
September 30, 2009 and June 30, 2009, our total allowance for doubtful accounts
remained at $1.5 million, representing approximately 3.3% and 4.3%,
respectively, of our accounts receivable. This decrease as a percent of accounts
receivable is primarily attributable to the growth in our current accounts
receivable balances due to the $17.8 million increase in revenue from the fourth
quarter ended June 30, 2009 to the first quarter ended September 30, 2009. We
have not experienced a deterioration in our past due accounts receivable. We
evaluate our allowance for doubtful accounts each quarter based on the criteria
discussed above.




- 12
-




A 10%
change in our allowance for doubtful accounts at September 30, 2009 would result
in a change in reserves of approximately $150 thousand and a change in pre-tax
earnings by the same amount. Our reserves are estimates, which could vary
significantly, either favorably or unfavorably, from actual results if future
economic conditions or customer payment patterns differ from our expectations.
At this time, we do not believe there is a reasonable likelihood there will be a
material change in the future estimates or assumptions that we use to calculate
our allowance for doubtful accounts.





Accounting for Business
Combinations. Whenever we acquire a business, significant estimates are
required to complete the accounting for the transaction. For any material
acquisitions, we hire independent valuation experts familiar with purchase
accounting issues and we work with them to ensure that all identifiable tangible
and intangible assets are properly identified and assigned appropriate values.
Because estimating the fair value of certain assets acquired requires
significant management judgment and our use of estimates impact our reported
assets, we believe the accounting estimates related to purchase accounting are
critical accounting estimates.





Goodwill and Intangible
Assets.We
review amortizable intangible assets for impairment whenever events or changes
in circumstances indicate the carrying amount of such assets may not be
recoverable, in accordance with US GAAP. If such a review should indicate the
carrying amount of amortizable intangible assets is not recoverable, we reduce
the carrying amount of such assets to fair value. We review non-amortizable
intangible assets for impairment annually as of March 31, or more frequently if
circumstances dictate, in accordance with US GAAP. No impairment of intangible
assets was required for the year ended June 30, 2009 or for the three months
ended September 30, 2009.





Goodwill
represents the excess of the purchase price paid and liabilities assumed over
the estimated fair market value of assets acquired and identifiable intangible
assets. Goodwill is tested for impairment annually as of March 31, or when there
is a triggering event, in accordance with US GAAP. No impairment of goodwill was
required for the year ended June 30, 2009 or for the three months ended
September 30, 2009.





Impairment of Long-Lived
Assets. We periodically evaluate the carrying value of depreciable and
amortizable long-lived assets whenever events or changes in circumstances
indicate the carrying amount may not be fully recoverable in accordance with US
GAAP. If the total of the expected future undiscounted cash flows is less than
the carrying amount of the assets, a loss is recognized if the carrying value of
the assets exceeds their fair value, which is determined based on quoted market
prices in active markets, if available, prices of other similar assets, or other
valuation techniques. There were no impairment charges recorded by the Company
for the year ended June 30, 2009 or for the three months ended September 30,
2009.




- 13
-




Consolidated
Results of Operations





Results
for the three months ended September 30, 2009 are not necessarily indicative of
results for the entire fiscal year. The following table compares selected
financial data from the Condensed Consolidated Statements of Income for the
three months ended September 30, 2009 and 2008 (dollars in thousands, except per
share amounts):





For the Three Months Ended September 30,2009
                                                          
                                                          
                                                          2008Dollars
                                                          
                                                          
                                                          Percent
                                                          
                                                          
                                                          Dollars
                                                          
                                                          
                                                          PercentNet
      sales
                                                          
                                                          $
                                                          77,470
                                                          
                                                          
                                                          
                                                          100.0
                                                          %
                                                          
                                                          $
                                                          73,577
                                                          
                                                          
                                                          
                                                          100.0
                                                          %Cost
      of sales (1)
                                                          
                                                          
                                                          49,566
                                                          
                                                          
                                                          
                                                          64.0
                                                          %
                                                          
                                                          
                                                          46,658
                                                          
                                                          
                                                          
                                                          63.4
                                                          %Gross
      profit
                                                          
                                                          
                                                          27,904
                                                          
                                                          
                                                          
                                                          36.0
                                                          %
                                                          
                                                          
                                                          26,919
                                                          
                                                          
                                                          
                                                          36.6
                                                          %Selling,
      general and administrative expenses (2)
                                                          
                                                          
                                                          19,150
                                                          
                                                          
                                                          
                                                          24.7
                                                          %
                                                          
                                                          
                                                          18,254
                                                          
                                                          
                                                          
                                                          24.8
                                                          %Operating
      profit
                                                          
                                                          
                                                          8,754
                                                          
                                                          
                                                          
                                                          11.3
                                                          %
                                                          
                                                          
                                                          8,665
                                                          
                                                          
                                                          
                                                          11.8
                                                          %Other
      expense (3)
                                                          
                                                          
                                                          509
                                                          
                                                          
                                                          
                                                          0.7
                                                          %
                                                          
                                                          
                                                          640
                                                          
                                                          
                                                          
                                                          0.9
                                                          %Income
      tax provision
                                                          
                                                          
                                                          3,186
                                                          
                                                          
                                                          
                                                          4.1
                                                          %
                                                          
                                                          
                                                          2,964
                                                          
                                                          
                                                          
                                                          4.0
                                                          %Net
      income
                                                          
                                                          $
                                                          5,059
                                                          
                                                          
                                                          
                                                          6.5
                                                          %
                                                          
                                                          $
                                                          5,061
                                                          
                                                          
                                                          
                                                          6.9
                                                          %Net
      income per share – basic
                                                          
                                                          $
                                                          0.41
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          $
                                                          0.41Net
      income per share - diluted
                                                          
                                                          $
                                                          0.37
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          $
                                                          0.35





1)
            Cost
      of sales includes the acquisition and manufacturing costs of inventory,
      the cost of shipping and handling (freight costs) and adjustments to
      reflect lower of cost or market, which includes write-downs for
      slow-moving or obsolete
inventories.


2)
            Selling,
      general and administrative expenses include employee salaries and related
      costs, advertising, depreciation and amortization, management information
      systems, purchasing, distribution warehouse costs, legal, accounting and
      professional fees, costs related to operating a public company and expense
      related to managing the Company and operating our corporate
      headquarters.


3)
            Other
      expense includes interest expense and debt acquisition costs, net of
      interest income and gains realized from the early retirement of
      Notes.





Three
Months Ended September 30, 2009 Compared to Three Months Ended September 30,
2008





Net Sales. Net sales for the
quarter ended September 30, 2009 were $77.5 million compared to $73.6 million
for the quarter ended September 30, 2008, an increase of $3.9 million, or 5.3%.
The following schedule provides the components of net sales:




For the Three Months EndedSeptember 30,2009
                  
                  
                  2008(in thousands)Sporting goods
      equipment
                  
                  $
                  47,202
                  
                  
                  $
                  44,572Soft
      goods
                  
                  
                  26,581
                  
                  
                  
                  24,994Freight
                  
                  
                  3,687
                  
                  
                  
                  4,011Net
      sales
                  
                  $
                  77,470
                  
                  
                  $
                  73,577




- 14
-




Sporting
goods equipment sales and the sales of soft goods each increased 5.9% and 6.3%,
respectively, for the quarter ended September 30, 2009 as compared to the
quarter ended September 30, 2008. The increases are primarily due to increased
penetration into the government sector, the business to consumer internet
segment, success in our new customer prospecting initiatives and the integration
of the three new team dealer operations. Freight billed to our customers
declined 8.1% year-over-year as we increased our free freight promotions to
stimulate customer orders. We believe there may be continuing customer budgetary
and competitive market pressures resulting in revenue challenges as our economy
moves through and out of the current recession.





Gross Profit. Gross profit
for the quarter ended September 30, 2009 increased $1.0 million to $27.9
million, or 36.0% of net sales, compared with $26.9 million, or 36.6% of net
sales, for the quarter ended September 30, 2008. Sporting goods equipment and
soft goods gross profit as a percentage of net sales decreased 0.5% and 0.8%,
respectively, for the quarter ended September 30, 2009 compared to the quarter
ended September 30, 2008. Freight costs were $1.1 million and $0.9 million,
respectively, in excess of freight revenues for the quarter ended September 30,
2009 compared to the quarter ended September 30, 2008. These decreases in gross
profit percentages are the result of aggressive pricing and promotional programs
used to increase sales in response to the current challenging competitive market
pressures. We believe the continuing competitive and customer budgetary
challenges discussed above may continue to challenge our ability to improve
gross profit as a percentage of net sales as our economy moves through and out
of the current recession.





The
components of cost of sales and gross profit as a percentage of net sales are as
follows:





For the Three Months Ended September 30,2009
                            
                            
                            2008Cost ofSales(thousands)
                            
                            
                            GrossProfit as% of NetSales
                            
                            
                            Cost ofSales(thousands)
                            
                            
                            GrossProfit as% of NetSales
                            
                            
                            ChangeinGrossProfit%Sporting
      goods equipment
                            
                            $
                            27,758
                            
                            
                            
                            41.2
                            %
                            
                            $
                            25,971
                            
                            
                            
                            41.7
                            %
                            
                            
                            (0.5
                            )%Soft
      goods
                            
                            
                            16,982
                            
                            
                            
                            36.1
                            %
                            
                            
                            15,783
                            
                            
                            
                            36.9
                            %
                            
                            
                            (0.8
                            )%Freight
      costs
                            
                            
                            4,826
                            
                            
                            
                            
                            
                            
                            
                            4,904Cost
      of sales
                            
                            $
                            49,566
                            
                            
                            
                            36.0
                            %
                            
                            $
                            46,658
                            
                            
                            
                            36.6
                            %
                            
                            
                            (0.6
                            )%





The
acquisition and manufacturing costs of inventories, the cost of shipping and
handling (freight costs) and any decrease in the value of inventories due to
obsolescence or lower of cost or market adjustments are included in the
determination of cost of sales. Cost of sales for the quarter ended September
30, 2009 was $49.6 million, or 64.0% of net sales, compared to $46.7 million, or
63.4% of net sales, for the fiscal quarter ended September 30,
2008.





Selling, General and Administrative
Expenses. Selling, general and administrative (“SG&A”) expenses
for the quarter ended September 30, 2009 were $19.2 million, or 24.7% of net
sales, compared with $18.3 million, or 24.8% of net sales, for the quarter ended
September 30, 2008. The increase in SG&A expenses was primarily attributable
to $0.4 million of SG&A expenses related to the increased operating costs
from the June 2009 and July 2009 acquisitions of the three new team dealer
operations and a $0.4 million increase in stock-based compensation related to
the awards issued in June 2009 on an accelerated vesting schedule in lieu of
cash bonuses.




- 15
-




Operating Profit. Operating
profit for the quarter ended September 30, 2009 increased to $8.8 million, or
11.3% of net sales, compared to operating profit of $8.7 million, or 11.8% of
net sales, for the quarter ended September 30, 2008. The $0.1 million increase
in operating profit was attributable to the increase in gross profit of $1.0
million being partially offset by increased SG&A expenses of $0.9
million.





Other Expense. Other expense
was $0.5 million for the quarter ended September 30, 2009, compared to $0.6
million for the quarter ended September 30, 2008. The table below shows the
components of other expense.




For the Three Months EndedSeptember 30,2009
                  
                  
                  2008
                  
                  
                  Change(in thousands)Interest
      income
                  
                  $
                  17
                  
                  
                  $
                  77
                  
                  
                  $
                  (60
                  )Interest
      expense
                  
                  
                  (415
                  )
                  
                  
                  (676
                  )
                  
                  
                  261Amortization
      of debt issuance costs
                  
                  
                  (111
                  )
                  
                  
                  (209
                  )
                  
                  
                  98Accelerated
      amortization of debt issuance costsdue
      to the early termination of Notes
                  
                  
                  –
                  
                  
                  
                  (102
                  )
                  
                  
                  102Gain
      on early retirement of Notes
                  
                  
                  –
                  
                  
                  
                  250
                  
                  
                  
                  (250
                  )Other
      income
                  
                  
                  –
                  
                  
                  
                  20
                  
                  
                  
                  (20
                  )Total
      other expense
                  
                  $
                  (509
                  )
                  
                  $
                  (640
                  )
                  
                  $
                  131





During
the three months ended September 30, 2008, we repurchased $5.5 million of Notes,
as defined below, before their maturity date and accordingly expensed $0.1
million of related unamortized debt issuance costs and recognized
$0.3 million of gain on the early retirement of the Notes. No similar
repurchases were made during the three months ended September 30,
2009.





At
September 30, 2009, we had no balance outstanding under the New Credit
Agreement, as defined below, and $28.9 million of Notes outstanding. We will
continue to incur 5.75% interest expense per annum plus the amortization of the
remaining $0.1 million of debt issuance costs on the $28.9 million of Notes
until the Notes mature December 1, 2009. Other ongoing interest expense will
depend on borrowings under the New Credit Agreement and other notes
payable.





Income Taxes. Income tax
expense for the quarter ended September 30, 2009 was $3.2 million, approximately
38.6% of our income before income taxes, compared to income tax expense of $3.0
million, approximately 36.9% of our income before income taxes, for the quarter
ended September 30, 2008. The increase in tax expense is primarily due to the
increase in operating profit before tax. The increase in the effective tax rate
is due to a $0.1 million benefit recorded in the quarter ended September 30,
2008.





Net Income. Net income for
the quarters ended September 30, 2009 and 2008 was $5.1 million,
respectively.




- 16
-


Liquidity
and Capital Resources





The
Company’s primary sources of liquidity and capital resources are its operating
cash flow, working capital, New Credit Agreement and Notes. Each is
discussed below.





Liquidity





Cash and
cash equivalents increased $6.0 million during the three months ended September
30, 2009 due primarily to $6.5 million cash generated by operations. Net cash
flows for the three month periods ended September 30, 2009 and 2008 are
summarized below.




Three Months Ended September 30,2009
                    
                    
                    2008(in thousands)Operating
      activities
                    
                    $
                    6,456
                    
                    
                    $
                    4,050Investing
      activities
                    
                    
                    (298
                    )
                    
                    
                    (193
                    )Financing
      activities
                    
                    
                    (181
                    )
                    
                    
                    (5,339
                    )




Operating Activities. Net
cash flows from operating activities was $6.5 million for the three months ended
September 30, 2009, as compared to $4.1 million for the three months ended
September 30, 2008, and resulted primarily from net income generated, non-cash
charges related to depreciation, amortization, stock-based compensation and
taxes, and increases and decreases in working capital.





Increases
in operating cash flows during the three months ended September 30, 2009 were
attributable to:





·
            Net
      income of $5.1 million;





·
            A
      $4.0 million decrease in inventories due to inventories sold during the
      first quarter and improvements in managing
  inventories;





·
            A
      $5.3 million net increase in accounts payable and accrued liabilities,
      which was primarily due to the liabilities related to goods purchased to
      fulfill the drop ship sales made during September 2009;
  and





·
            A
      $3.2 million increase in taxes payable due to the timing of our estimated
      tax payments.





These
increases in operating cash flows were partially offset by a $12.6 million
increase in accounts receivable from June 30, 2009 to September 30, 2009 due to
the cyclical nature of our accounts receivable during the first quarter of our
fiscal year.





Increases
in operating cash flows during the three months ended September 30, 2008 were
attributable to:





·
            Net
      income of $5.1 million;





·
            A
      $0.7 million decrease in inventories due to inventories sold during the
      first quarter and improvements in managing
  inventories;




- 17
-




·
            A
      $5.3 million net increase in accounts payable and accrued liabilities,
      which was primarily due to the liabilities related to goods purchased to
      fulfill the drop ship sales made during September 2008;
  and





·
            A
      $1.6 million increase in taxes payable due to the timing of our estimated
      tax payments.





Decreases
in operating cash flows during the three months ended September 30, 2008 were
attributable to:





·
            A
      $9.2 million increase in accounts receivable from June 30, 2008 to
      September 30, 2008 due to the cyclical nature of our accounts receivable
      during the first quarter of our fiscal year;
and





·
            An
      increase in prepaid expenses and other assets of $1.1 million due to $1.3
      million of prepaid advertising costs related to unamortized catalog
      expenses as of September 30, 2008.





Investing Activities. Net
cash used in investing activities during the three months ended September 30,
2009 and three months ended September 30, 2008 were $0.3 million and $0.2
million, respectively, and consisted primarily of purchases of computer
equipment and software. Investing activities during the three months ended
September 30, 2009 also included the acquisition of a team dealer
operation.





Financing Activities. Net
cash used in financing activities during the three months ended September 30,
2009 was $0.2 million, compared to net cash used in financing activities of $5.3
million during the three months ended September 30, 2008. During the three
months ended September 30, 2008, we used cash on hand to retire, at a $0.3
million discount, $5.5 million of Notes. At September 30, 2009, we had no
balance outstanding under the New Credit Agreement.





Capital
Resources





During
the fiscal quarter ended December 31, 2004, we sold $50.0 million principal
amount of 5.75% Convertible Senior Subordinated Notes that mature December 1,
2009 (the “Notes”). The Notes
were sold to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended. The issuance of the Notes resulted in
aggregate proceeds of $46.6 million to the Company, net of issuance
costs.





The Notes
are governed by the Indenture dated as of November 26, 2004 between the Company
and The Bank of New York Trust Company N.A., as trustee (the “Indenture”). The
Indenture provides, among other things, that the Notes will bear interest of
5.75% per year, payable semi-annually, and will be convertible at the option of
the holder of the Notes into the Company’s common stock at a conversion rate of
68.2594 shares per $1 thousand principal amount of Notes, subject to certain
adjustments. This is equivalent to a conversion price of approximately $14.65
per share. The Company may redeem the Notes, in whole or in part, at the
redemption price, which is 100% of the principal amount, plus accrued and unpaid
interest and additional interest, if any, to, but excluding, the redemption date
only if the closing price of the Company’s common stock exceeds 150% of the
conversion price for at least 20 trading days in any consecutive 30-day trading
period. Upon the occurrence of a change in control of the Company, holders may
require the Company to purchase all or a portion of the Notes in cash at a price
equal to 100% of the principal amount of Notes to be repurchased, plus accrued
and unpaid interest and additional interest, if any, to, but excluding, the
repurchase date, plus the make whole premium, if applicable.





Under the
terms of a registration rights agreement the Company entered into with the
holders of the Notes, the Company was required to file a registration statement
on Form S-3 to register the Notes and the shares issuable upon conversion of the
Notes. On February 28, 2006, the Securities and Exchange Commission (the “SEC”) declared the
registration statement effective.




- 18
-




During
the year ended June 30, 2009, the Company used cash on hand and proceeds from
the Revolving Facility to repurchase approximately $21.1 million of the Notes.
The Notes were repurchased in private transactions, as described below. The
retired Notes were repurchased at a discounted price of approximately 93.2% of
face value and resulted in a non-cash, pre-tax gain on early retirement of debt
of approximately $1.4 million. The remaining balance of Notes are due December
1, 2009. This maturity date requires the $28.9 million balance of outstanding
Notes to be classified as a current liability on the Company’s September 30,
2009 and June 30, 2009 balance sheets.





From June
29, 2006 until February 9, 2009, the Company’s senior lending facility was led
by Merrill Lynch Business Financial Services, Inc. (the “Revolving Facility”).
The Revolving Facility established a commitment to provide the Company with a
$25 million secured revolving credit facility through June 1, 2010, subject to
the terms, conditions and covenants stated in the lending agreement as amended
and restated through February 9, 2009.





On
February 9, 2009, the Company terminated the Revolving Facility and entered into
a Credit Agreement (the “New Credit
Agreement”) with Bank of America, N.A., as administrative agent, swing
line lender, letter of credit issuer, sole lead arranger and sole book manager.
The New Credit Agreement establishes a commitment to provide the Company with a
$40 million secured revolving credit facility through February 8, 2012. The
facility provided under the New Credit Agreement may be expanded through the
exercise of an accordion feature to $60 million, subject to certain conditions
set forth in the New Credit Agreement. Borrowings under the New Credit Agreement
may be limited to a borrowing base equal to 85% of the Company’s eligible
accounts receivable plus 60% of the Company’s eligible inventories, but only if
the Company’s Quick Ratio (as defined in the New Credit Agreement) is less than
1.00 to 1.00. Borrowings are subject to certain conditions including that there
has not been a material adverse effect on the Company’s operations.





All
borrowings under the New Credit Agreement will bear interest at the London
Interbank Offered Rate (“LIBOR”) plus a spread
ranging from 1.25% to 3.00%, with the amount of the spread at any time based on
the Company’s Funded Debt to EBITDA Ratio (as defined in the New Credit
Agreement) on a trailing 12-month basis.





The New
Credit Agreement includes covenants that require the Company to meet certain
financial ratios. The Company’s Debt Service Coverage Ratio (as defined in the
New Credit Agreement) must be at least 1.25 to 1.00 at all times and the
Company’s Funded Debt to EBITDA Ratio on a trailing 12-month basis may not
exceed 2.75 to 1.00. The New Credit Agreement also contains certain conditions
that must be met with respect to acquisitions that in the aggregate cannot
exceed $25 million during the term of the New Credit Agreement.





The New
Credit Agreement allows the Company to refinance the Notes with borrowings under
the facility at or prior to maturity and to purchase up to $5,000,000 of its
common stock, each provided certain conditions are met. The Notes mature on
December 1, 2009. In the absence of the Notes converting into shares of the
Company’s common stock, it is the Company’s intent to pay off as much of the
debt as possible with cash flows from operations and refinance the remaining
balance under the New Credit Agreement.





The New
Credit Agreement is guaranteed by each of the Company’s domestic subsidiaries
and is secured by, among other things, a pledge of all of the issued and
outstanding shares of stock of each of the Company’s domestic subsidiaries and a
first priority perfected security interest on substantially all of the assets of
the Company and each of its domestic subsidiaries.





The New
Credit Agreement contains customary representations, warranties and covenants
(affirmative and negative) and is subject to customary rights of the lenders and
the administrative agent upon the occurrence and during the continuance of an
event of default, including, under certain circumstances, the right to
accelerate payment of the loans made under the New Credit Agreement and the
right to charge a default rate of interest on amounts outstanding under the New
Credit Agreement.




- 19
-




A
commitment fee of 0.125% was due upon closing of the New Credit Agreement. There
is no agency fee under the New Credit Agreement until a second lender becomes a
party to the New Credit Agreement, at which point a $30,000 annual agency fee
would be payable.





On June
19, 2009, the Company entered into Amendment No. 1 to the New Credit Agreement,
which permits the Company to make acquisitions up to $2.0 million in the
aggregate and subject to certain conditions, prior to the maturity of the
Notes.





On July
30, 2009, the Company entered into Amendment No. 2 to the New Credit Agreement,
which permits the Company to make acquisitions up to $5.0 million in the
aggregate and subject to certain conditions, prior to the maturity of the
Notes.





At
September 30, 2009, the Company had no balance outstanding under the New
Credit Agreement, thereby leaving the Company with $40.0 million of availability
under the terms of the New Credit Agreement. At September 30, 2009, the Company
was in compliance with all of its financial covenants under the New Credit
Agreement.





The
Company may experience periods of higher borrowings under the New Credit
Agreement due to the seasonal nature of its business cycle. If the Company
refinances the Notes and was to actively seek expansion through future
acquisitions and/or joint ventures, then the success of such efforts may require
additional bank debt, or public or private sales of debt or equity securities.
While neither the conversion nor refinancing of the Notes would have a material
impact on our operations, the conversion of the Notes into shares of the
Company’s stock would lower our leverage and increase the number of shares
outstanding of our common stock.





We
believe the Company’s borrowings under the New Credit Agreement, cash on hand,
and cash flows from operations will satisfy its respective short-term and
long-term liquidity requirements. The Notes mature on December 1, 2009. In the
absence of the Notes converting into shares of the Company’s common stock, it is
the Company’s intent to pay off as much of the Notes as possible with cash flows
from operations and refinance the remaining balance under the New Credit
Agreement, which matures in February 2012. Interest rates under the New Credit
Agreement are currently lower than the 5.75% interest rate on the
Notes.





Long-Term
Financial Obligations and Other Commercial Commitments





The
following table summarizes the outstanding borrowings and long-term contractual
obligations of the Company at September 30, 2009, and the effects such
obligations are expected to have on liquidity and cash flows in future
periods.





Payments due by 12 month Period(in thousands)Contractual Obligations
                
                Total
                
                
                Less than
                  1 year
                
                
                1 - 3 years
                
                
                3 - 5 years
                
                
                After
                  5 yearsLong-term
      debt, including current portion
                
                $
                28,882
                
                
                $
                28,882
                
                
                $
                –
                
                
                $
                –
                
                
                $
                –Operating
      leases
                
                
                5,115
                
                
                
                2,959
                
                
                
                2,145
                
                
                
                11
                
                
                
                –Interest
      expense on long-term debt
                
                
                830
                
                
                
                830
                
                
                
                –
                
                
                
                –
                
                
                
                –Total
      contractual cash obligations
                
                $
                34,827
                
                
                $
                32,671
                
                
                $
                2,145
                
                
                $
                11
                
                
                $
                –





Purchase Commitments. The
Company currently has no purchase commitments other than purchase orders issued
in the ordinary course of business.




- 20
-




Long-Term Debt (including current
portion) and Advances Under Credit Facilities.As of September 30, 2009,
we had $28.9 million in Notes outstanding. The Company maintains the New Credit
Agreement with Bank of America, N.A. Outstanding advances under the New Credit
Agreement totaled $0 as of September 30, 2009.





Operating Leases.We lease
property and equipment, manufacturing and warehouse facilities, and office space
under non-cancellable leases. Certain of these leases obligate us to pay taxes,
maintenance and repair costs. At September 30, 2009, the total future minimum
lease payments under various operating leases we are a party to totaled
approximately $5.1 million and are payable through fiscal 2014.





Off-Balance Sheet Arrangements.We do not utilize off-balance sheet financing arrangements.





Subsequent
Events





On
September 28, 2009, the Company announced that its Board of Directors approved
and declared a quarterly cash dividend of $0.025 per share on the Company's
common stock for the first quarter of fiscal 2010, which ended September 30,
2009. The quarterly cash dividend is payable on October 30, 2009, to all
stockholders of record on the close of business on October 12,
2009.





The
Company evaluated its September 30, 2009 condensed consolidated financial
statements for subsequent events through November 4, 2009, the date the
financial statements were issued, and is not aware of any other subsequent
events that would require recognition or disclosure in its condensed
consolidated financial statements.





Item
3. Quantitative and Qualitative Disclosures About Market Risk.





Interest Rates. Changes in
interest rates would affect the fair value of our fixed rate debt instruments
but would not have an impact on our earnings or cash flow. At September 30,
2009, we had $28.9 million of fixed rate debt instruments outstanding and no
variable rate debt outstanding. Our revolving credit facility carries a variable
interest rate. Should we incur borrowings under our revolving credit facility, a
fluctuation of 100 basis points in interest rates, which are tied to LIBOR,
would affect our pretax earnings and cash flows by $10 thousand for each $1.0
million outstanding for 12 months, but would not affect the fair value of the
variable rate debt.





At
September 30, 2009, up to $40.0 million of variable rate borrowings were
available under our revolving credit facility. We may use derivative financial
instruments, where appropriate, to manage our interest rate risk. However, as a
matter of policy, we do not enter into derivative or other financial investments
for trading or speculative purposes. At September 30, 2009, the Company had no
such derivative financial instruments outstanding.





Foreign Currency and
Derivatives. We have not used derivative financial instruments to manage
foreign currency risk related to the procurement of merchandise inventories from
foreign sources, and we do not earn income denominated in foreign currencies. We
make all of our sales and pay all of our obligations in United States dollars.
We may in the future invest in foreign currencies or pay obligations in foreign
currencies to reduce the foreign currency risk related to procuring merchandise
inventories from foreign sources.


- 21
-


Item
4. Controls and Procedures.





Evaluation of Disclosure Controls
and Procedures. An evaluation was carried out under the supervision and
with the participation of the Company’s management, including the Chief
Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”), of the
effectiveness of the Company’s disclosure controls and procedures (as defined in
§240.13a–15(e) or §240.15d–15(e) of the General Rules and Regulations of the
Securities Exchange Act of 1934, as amended (the “1934 Act”)) as of the
end of the period covered by this Quarterly Report. Based on that evaluation,
management, including the CEO and CFO, has concluded that, as of September 30,
2009, the Company’s disclosure controls and procedures were
effective.





Changes in Internal Control Over
Financial Reporting. Sport Supply Group’s management, with the
participation of Sport Supply Group’s CEO and CFO, has evaluated whether any
change in Sport Supply Group’s internal control over financial reporting
occurred during the three months ended September 30, 2009. Based on its
evaluation, management, including the CEO and CFO, has concluded that there has
been no change in Sport Supply Group’s internal control over financial reporting
during the three months ended September 30, 2009 that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.


- 22
-


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 and domestic political and
economic conditions, competitive conditions in our industry, reduced product
demand, increased product costs, reductions in school, municipal, state and
national government budgets, financial market performance, the ability to obtain
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, 2009. 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.




- 23
-




PART
II.  OTHER INFORMATION





Item
1.  Legal Proceedings.





The
Company is a party to various litigation matters, in most cases involving
ordinary and routine claims incidental to the Company’s business. The Company
cannot estimate with certainty its ultimate legal and financial liability with
respect to such pending litigation matters. However, the Company believes, based
on its review of such matters, that its ultimate liability will not have a
material adverse effect on its financial position, results of operations or cash
flows.


- 24
-


Item
6.   Exhibits.





A.           Exhibits.  The
following exhibits are filed as part of this report:





Exhibit
                      Number
                    
                    Description
                    
                    Incorporated
      by Reference From3.1
                    
                    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 the
      Registrant.
                    
                    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 the Registrant.
                    
                    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 the Registrant.
                    
                    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 the Registrant.
                    
                    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 the
      Registrant.
                    
                    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 the Registrant 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, 2004.10.15.1
                    
                    Lease
      Extension, dated October 1, 2009, by and between First American Bank and
      Salkeld & Sons, Inc.*31.1
                    
                    Certification
      of Adam Blumenfeld pursuant to Rule 13a-14(a) or 15d-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 E. Pitts pursuant to Rule 13a-14(a) or 15d-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 E. 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


- 25
-


SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereto
duly authorized.





SPORT
      SUPPLY GROUP, INC.Dated:
      November 4, 2009
                /s/ Adam BlumenfeldAdam
      Blumenfeld, Chief Executive Officer/s/ John E. PittsJohn
      E. Pitts, Chief Financial Officer(Principal
      Financial and Accounting
Officer)




- 26
-


EXHIBIT
INDEX





The
following exhibits are filed as part of this report:





Exhibit
                  Number
                
                Description
                
                Incorporated
      by Reference From3.1
                
                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 the
      Registrant.
                
                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 the Registrant.
                
                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 the Registrant.
                
                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 the Registrant.
                
                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 the
      Registrant.
                
                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 the Registrant 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, 2004.10.15.1
                
                Lease
      Extension, dated October 1, 2009, by and between First American Bank and
      Salkeld & Sons, Inc.*31.1
                
                Certification
      of Adam Blumenfeld pursuant to Rule 13a-14(a) or 15d-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 E. Pitts pursuant to Rule 13a-14(a) or 15d-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 E. 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