·         Q109
                      Net Income Rises 23.6%
                    ·         Company
                      Retires 25% of Outstanding Convertible Debt at Prices Below Par
                    ·         Cash
                      On-hand of $19.0 Million Subsequent to $5.5 Million Bond Repurchase    
                     
                    The
                      Company will host a conference call today to discuss these results and future
                      plans, at 3:30PM CT / 4:40 ET. The call may be accessed by dialing 866 202 3109
                      and using pass code 28583700. 
                    Dallas, TX. Sport Supply Group,
                      Inc. (NASDAQ: RBI) today reported record sales of $73.6 Million and diluted EPS
                      of $0.35 for its first quarter ended September 30, 2008.
                    For
                      the quarter ended September 30, 2008, key metrics include:
                     -
                      - Net Sales Grew 4.6% from $70.4 Million to $73.6 Million
                     -
                      - Gross Margin Percentages Expanded 17 basis points from 36.42% to 36.59%
                    - - SG&A Expenses Grew a marginal 1.7%, from
                      $17.9 Million to $18.3 Million 
                    - - SG&A Decreased as a percentage of sales
                      from 25.5% to 24.8%
                     -
                      - Operating Margins Improved from 10.92% to 11.78%
                     -
                      - Net Income Grew 23.6% from $4.1 Million to $5.1 Million 
                     -
                      - Diluted EPS Grew 13% from $0.31 to $0.35 per diluted share
                     -
                      - Net Income, on a Trailing Twelve Month Basis, Grew 130% to $10.7 Million
                     -
                      - EBITDA, on a Trailing Twelve Month Basis, Grew 44.6% to $24.3 Million
                     
                    Commenting
                      on the Quarter, Adam Blumenfeld, Chairman and Chief Executive Officer stated: 
                     
                    "We
                      are pleased to report a strong first quarter of the fiscal year, driven by
                      top line growth faster than the first quarter of the previous comparative
                      year, continued gross margin expansion and well controlled expenses. In
                      particular, our elementary school business, varsity athletics sales and
                      internet division all showed impressive strength during the period. To produce
                      these results in the highest sales quarter of our year, given the current
                      macro-economic backdrop, is a testament to the relative resiliency of our
                      direct selling business model, and our non-consumer / non-retail oriented
                      institutional customer base. 
                     
                    Our
                      goal moving forward is to produce increased earnings and cash flow despite these
                      tough economic times. We continue to right-size our infrastructure; re-align
                      internal assets to target the most receptive markets, and tightly manage our
                      product, selling, general and administrative costs. Additionally, we continue
                      to focus on mid to long term initiatives to increase market share,
                      profitability and franchise value. Within the last 90 days we have enhanced
                      certain key vendor relationships and added important new distribution partners. 
                      Balancing near term tactical decisions with longer term strategic initiatives
                      is the challenge this economy presents for most companies. We are executing
                      well in this regard and I think it speaks to the relative variability of our
                      cost structure and forward-looking nature of our Management Team.”
                     
                    Continued
                      Strengthening of Balance Sheet 
                     
                    "The
                      current financial crisis is creating opportunities for companies like ours,
                      whose balance sheets are strong and who can deploy cash at critical times. Stress
                      in the fixed income markets has created opportunities for us to redeem our
                      outstanding convertible bonds at prices accretive to our shareholders. We are
                      pleased to announce that we repurchased $5.5 Million of our convertible bonds
                      during the quarter at prices well below par, and an additional $7.0 Million of
                      bonds since quarter end at similarly attractive prices. Together, these
                      purchases have retired 25% of the convertible notes outstanding. We believe our
                      balance sheet strength will continue to be rewarded in the coming months and
                      years, and we will continue to consider similar bond repurchases for the
                      benefit of shareholders as conditions merit. 
                     
                    Outlook
                     
                    “Similar
                      to other companies, this is a tough environment in which to predict trends and
                      measure demand. The events which have transpired in the global markets over the
                      last 90 days, and the uncertainties they foster for everyone, suggest we be
                      mindful of the unpredictable nature of this economy near term, even as we move
                      forward to implement plans to accelerate activity over the longer term.
                      Accordingly, we now estimate annualized net revenue growth in FY09 will be in
                      the low to mid single digits, and we are slightly modifying our FY09 diluted
                      EPS range from $0.85 - $0.95 to $0.82 - $0.92. The midpoint of this range
                      implies a mid-teens growth rate when compared to FY08 EPS of $0.76.” 
                     
                    “Sport
                      Supply’s basic operating thesis remains well intact. Over the course of time, we
                      continue to envision a "strong get stronger, weak get weaker"
                      scenario unfolding. To that end, we are the largest direct marketer and
                      distributor of product to the institutional sporting goods space.  Customers,
                      in our opinion, will likely continue to gravitate towards best of breed makers
                      and distributors and away from less reliable sources for product. With over $30
                      million in on-hand inventory, and a value-oriented direct distribution model,
                      Sport Supply is well positioned to help customers make the most of their budget
                      dollars and provide the comfort and stability needed in any business cycle, but
                      particularly during these volatile times. Unlike discretionary purchases, we
                      view unspent dollars in the Institutional sporting goods market as deferred –
                      not lost. We are well situated to target these sales dollars as future spending
                      trends improve. "
                     
                    Mr.
                      Blumenfeld concluded: "This operating environment presents a host of
                      challenges for Companies across the country. Sport Supply is best positioned,
                      we believe, to compete in these uncertain times and take advantage of situations
                      as they arise”.
                     
                    This
                      press release contains “forward-looking statements” within the meaning of the
                      Private Securities Litigation Reform Act of 1995.  These forward-looking statements
                      include statements relating to Sport Supply Group’s anticipated financial
                      performance, business prospects, new developments and similar matters, and/or
                      statements preceded by, followed by or that include the words “believes,”
                      “could,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” or similar
                      expressions. These forward-looking statements are based on management’s current
                      expectations and assumptions, which are inherently subject to uncertainties,
                      risks and changes in circumstances that are difficult to predict. Actual
                      results may differ materially from those suggested by the forward-looking
                      statements due to a variety of factors, including changes in business,
                      political, and economic conditions due to the threat of future terrorist activity
                      or otherwise, actions and initiatives by current and potential competitors, and
                      certain other additional factors described in Sport Supply Group’s filings with
                      the Securities and Exchange Commission. Other unknown or unpredictable factors
                      also could have material adverse effects on Sport Supply Group’s future
                      results, performance or achievements. In light of these risks, uncertainties,
                      assumptions and factors, the forward-looking events discussed in this press
                      release may not occur. You are cautioned not to place undue reliance on these
                      forward-looking statements, which speak only as of the date stated, or if no
                      date is stated, as of the date of this press release. Sport Supply Group is not
                      under any obligation and does not intend to make publicly available any update
                      or other revisions to any of the forward-looking statements contained
                    in
                      this press release to reflect circumstances existing after the date of this
                      press release or to reflect the occurrence of future events even if experience
                      or future events make it clear that any expected results expressed or implied
                      by those forward-looking statements will not be realized.
                     
                    CONTACT: 
                      Sport Supply Group, Inc., Dallas 
                      Adam Blumenfeld 
                      972-243-0879
                    SOURCE: 
                      Sport Supply Group, Inc.
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                    Sport
                      Supply Group, Inc. and Subsidiaries
                    UNAUDITED Consolidated
                      Statements of Income
                    (in thousands, except share and per
                      share amounts)
                     
                                                                                                                 
                                                                                                                                                
                    
                      
                        |   | Three Months Ended      |   | 
                      
                        |   | September 30,     |   | 
                      
                        |   | 2008 | 2007 |   |   | 
                      
                        |   Net sales Cost of sales |   $      73,577 46,658 |   $     70,374 44,746 |   |   | 
                      
                        |         Gross
                              profit |   26,919 |   25,628 |   |   | 
                      
                        |   Selling,
                              general and administrative expenses |   18,254 |   17,943 |   |   | 
                      
                        |        Operating
                              profit |   8,665 |   7,685 |   |   | 
                      
                        |   Other
                              income (expense): |   |   |   |   | 
                      
                        |    
                          Interest income | 77 | 87 |   |   | 
                      
                        |      Interest
                          expense | (737) | (1,216) |   |   | 
                      
                        |     Other
                          income  | 20 | 50 |   |   | 
                      
                        |   Total
                              other expense |   (640) |   (1,079) |   |   | 
                      
                        |      Income
                              before income taxes |   8,025 |   6,606 |   |   | 
                      
                        |   Income tax
                              provision |   2,964 |   2,510 |   |   | 
                      
                        |   Net income  |   $          5,061 |   $        4,096 |   |   | 
                      
                        |   Weighted
                              average number of shares outstanding: |   |   |   |   | 
                      
                        |      Basic | 12,372,024 | 11,589,587 |   |   | 
                      
                        |          
                              Diluted |   15,702,177 |   15,132,581 |   |   | 
                      
                        |     Net income
                            per share – basic |     $          0.41 |     $          0.35 |   |   | 
                      
                        |   Net income
                              per share – diluted |   $          0.35 |   $          0.31 |   |   | 
                      
                        |   Dividends
                              declared per share common stock |   $        0.025 |   $        0.025 |   |   | 
                    
                     
                     
                     
                     
                     
                    
                    
                    SPORT SUPPLY GROUP, INC. AND
                      SUBSIDIARIES
                    UNAUDITED CONSOLIDATED BALANCE SHEETS
                    (in thousands)
                     
                    
                    
                    
                     
                     
                    
                    
                    
                    
                    
                    
                    (in thousands)
                    
                    
                      
                        |   | For the three
                          months ended  September 30, | 
                      
                        |   | 2008 | 2007 | 
                      
                        | CASH FLOWS FROM OPERATING ACTIVITIES: |   |   | 
                      
                        |    Net income | $       
                          5,061  | $       
                          4,096  | 
                      
                        |      Adjustments to reconcile net income to cash provided by |   |   | 
                      
                        |         operating activities: |   |   | 
                      
                        |         Provision for uncollectible accounts receivable | 282 | 271 | 
                      
                        |         Depreciation and amortization | 703 | 913 | 
                      
                        |         Amortization of deferred debt issuance costs | 311 | 260 | 
                      
                        |         Discount on early retirement of long term debt | (250) | --                                      | 
                      
                        |         Deferred taxes | 327 | 1,924 | 
                      
                        |         Stock-based compensation expense | 284 | 83 | 
                      
                        |      Changes in operating assets and liabilities: |   |   | 
                      
                        |         Accounts receivable | (9,174) | (14,032) | 
                      
                        |         Inventories | 722 | 4,075 | 
                      
                        |         Prepaid expenses and other current assets | (1,110) | (641) | 
                      
                        |         Other assets, net | 10 | 9 | 
                      
                        |         Accounts payable | 5,631 | 6,939 | 
                      
                        |         Income taxes payable / prepaid income taxes       | 1,604 | 1,047 | 
                      
                        |         Accrued liabilities and accrued interest |          
                          (351) |             
                          664 | 
                      
                        |   |   |   | 
                      
                        |    Net cash provided by operating activities: |          
                          4,050 |          
                          5,608 | 
                      
                        |   |   |   | 
                      
                        | CASH FLOWS FROM INVESTING ACTIVITIES: |   |   | 
                      
                        |    Purchases of property and equipment |           (193) |          
                          (722) | 
                      
                        |    Net cash used in investing activities: |          
                          (193) |          
                          (722) | 
                      
                        |   |   |   | 
                      
                        | CASH FLOWS FROM FINANCING ACTIVITIES: |   |   | 
                      
                        |    Early retirement of long term debt | (5,234) | -- | 
                      
                        |    Proceeds from bank line of credit | -- | 262 | 
                      
                        |    Payments on notes payable and line of credit | (26) | (24,997) | 
                      
                        |    Payment of dividends | (309) | (259) | 
                      
                        |    Proceeds from issuance of common stock |            
                          230 |         
                          18,147 | 
                      
                        |    Net cash used in financing activities: |        (5,339) |        
                          (6,847) | 
                      
                        |   |   |   | 
                      
                        |         Net change in cash and cash equivalents | (1,482) | (1,961) | 
                      
                        |         Cash and cash equivalents, beginning of period |        
                          20,531 |          
                          5,670 | 
                      
                        |         Cash and cash equivalents, end of period | $      19,049  | $       
                          3,709  | 
                      
                        |   |   |   | 
                      
                        | SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | 
                      
                        |         Cash paid for interest | $            
                          55  | $          
                          514  | 
                      
                        |         Cash paid (refunded) for income taxes | $        1,049  | $       
                          (423) | 
                      
                        |   |   |   | 
                    
                    
                    
                                                                                                       
                    
                    
                     
                    
                    RECONCILIATION OF INCOME FROM
                      CONTINUING OPERATIONS TO EBITDA AND
                    ADJUSTED EBITDA
                    (Unaudited, in thousands)
                     
                    
                      
                        |   |   | Three Months Ended  September 30,  |   | Trailing Twelve Months  Ended
                          September 30,  | 
                      
                        |   |   | 2008 | 2007 |   | 2008 | 2007 | 
                      
                        |   |   |   |   |   |   |   | 
                      
                        | Net Income |   | $        5,061 | $       4,096 |   | $      10,699 | $      4,660 | 
                      
                        |     
                          Provision for income taxes |   | 2,964 | 2,510 |   | 6,730 | 2,832 | 
                      
                        |     
                          Minority interest in consolidated subsidiary |   | -- | -- |   | -- | 28 | 
                      
                        |      Interest expense, net of interest income |   | 660 | 1,129 |   | 3,346 | 5,754 | 
                      
                        |      Depreciation and amortization |   | 703 | 913 |   | 3,527 | 3,536 | 
                      
                        | EBITDA (a) |   | 9,388 | 8,648 |   | 24,302 | 16,810 | 
                      
                        | Other
                          expenses: |   |   |   |   |   |   | 
                      
                        |     
                          Stock-based compensation expense |   | 284 | 83 |   | 693 | 83 | 
                      
                        | Adjusted
                          EBITDA (a) |   | $     9,672 | $     8,731 |   | $     24,995 | $    16,893 | 
                      
                        |   |   |   |   |   |   |   | 
                      
                        |   |   |   |   |   |   |   | 
                    
                     
                     
                     
                    (a)  EBITDA
                      and Adjusted EBITDA are non-GAAP financial measures.  EBITDA is defined as net
                      income before interest expense (net of interest income), income taxes,
                      depreciation and amortization.  Adjusted EBITDA is defined as net income before
                      interest expense (net of interest income), income taxes, depreciation,
                      amortization, and other items included in the caption above labeled "Other
                      expenses" which do not directly relate to the ongoing operations.  SSG
                      management relies on EBITDA and adjusted EBITDA as the primary measures to
                      review and assess operating performance.  SSG believes it is useful to
                      investors to provide disclosures of its operating results on the same basis
                      that is used by management.  Management and investors also review EBITDA and
                      adjusted EBITDA to evaluate SSG's overall performance and to compare SSG's
                      current operating results with corresponding periods and with other
                      companies.   You should not consider EBITDA and adjusted EBITDA in isolation or
                      as a substitute for net income, operating cash flows or other cash flow
                      statement data determined in accordance with accounting principles generally
                      accepted in the United States of America.  Because EBITDA and Adjusted EBITDA
                      are not measures of financial performance under accounting principles generally
                      accepted in the United States of America and are susceptible to varying
                      calculations, they may not be comparable to similarly titled measures of other
                      companies.  
                    
                    
                    SPORT SUPPLY GROUP, INC. AND
                      SUBSIDIARIES
                    RECONCILIATION OF CASH FLOW PROVIDED
                      BY OPERATING ACTIVITIES 
                    TO FREE CASH FLOW FROM OPERATIONS
                      AND 
                    FREE CASH FLOW FROM OPERATIONS PER
                      SHARE
                    (Unaudited, in thousands except share and per share amounts)
                     
                    
                      
                        |   |   | Three Months Ended September 30,  |