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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For The Fiscal Year Ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For The Transition Period From ___________ To ____________
Commission File Number 1-10704
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SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
(Full Title of the Plan)
SPORT SUPPLY GROUP, INC.
(Name of issuer of the securities held pursuant to the plan)
1901 Diplomat Drive, Farmers Branch, Texas 75234
(Address of principal executives offices) (Zip Code)
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SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
INDEX OF STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
Page
----
<S> <C>
FINANCIAL STATEMENTS:
Report of Independent Public Accountants 3
Statement of Net Assets Available for
Plan Benefits With Fund Information as of December 31, 1995 4
Statement of Net Assets Available for
Plan Benefits With Fund Information as of December 31, 1994 5
Statement of Changes in Net Assets Available for
Plan Benefits With Fund Information for the Year Ended December 31, 1995 6
Statement of Changes in Net Assets Available for
Plan Benefits With Fund Information for the Year Ended December 31, 1994 7
Notes to Financial Statements 8
SUPPLEMENTAL SCHEDULES:
Schedule I - Schedule of Assets Held for Investment Purposes
as of December 31, 1995 12
Schedule II - Schedule of Reportable Transactions for the
Year Ended December 31, 1995 13
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 16
</TABLE>
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Sport Supply Group, Inc. Employees' Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Sport Supply Group, Inc. Employees' Savings Plan (the "Plan") as
of December 31, 1995 and 1994, and the related statements of changes in net
assets available for plan benefits for the years then ended. These financial
statements and the supplemental schedules referred to below are the
responsibility of the plan administrator. Our responsibility is to express an
opinion on these financial statements and supplemental schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1995 and 1994, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying Index of Statements and Supplemental Schedules are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The Fund Information in the
statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
These supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Dallas, Texas, Arthur Andersen LLP
April 23, 1996
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SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Fund 2
Fund 1 Limited Fund 3 Fund 4 Fund 5
Money Volatility Equity Disciplined Company 1995
Market Fund Bond Fund Index Fund Value Fund Stock Fund Total
----------- ----------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at market value-
Common and Collective Trust Funds $ 42,117 $ 51,908 $156,528 $170,247 $ 31,108 $451,908
Loans 9,523 -- -- -- -- 9,523
-------- -------- -------- -------- -------- --------
51,640 51,908 156,528 170,247 31,108 461,431
Dividend/interest receivable 193 259 223 343 24 1,042
Employee contributions receivable 1,441 1,825 3,752 3,354 1,607 11,979
Other receivables 1,312 65 494 -- 96 1,967
-------- -------- -------- -------- -------- --------
Total assets 54,586 54,057 160,997 173,944 32,835 476,419
-------- -------- -------- -------- -------- --------
LIABILITIES:
Accrued liabilities 5,088 121 418 626 332 6,585
-------- -------- -------- -------- -------- --------
Total liabilities 5,088 121 418 626 332 6,585
-------- -------- -------- -------- -------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 49,498 $ 53,936 $160,579 $173,318 $ 32,503 $469,834
======== ======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of this statement.
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SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5
Money Limited Volatility Equity Disciplined Company 1994
Market Fund Bond Fund Index Fund Value Fund Stock Fund Total
----------- --------- ---------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at market value-
Common and Collective Trust Funds $ 26,997 $ 34,155 $ 93,502 $105,463 $ 22,886 $283,003
Loans -- 500 1,000 1,660 -- 3,160
-------- -------- -------- -------- -------- --------
26,997 34,655 94,502 107,123 22,886 286,163
Dividend/interest receivable 119 164 286 191 8 768
Employee contributions receivable 781 740 2,206 1,907 946 6,580
Other receivables 1,168 543 505 2,824 1,175 6,215
-------- -------- -------- -------- -------- --------
Total assets 29,065 36,102 97,499 112,045 25,015 299,726
-------- -------- -------- -------- -------- --------
LIABILITIES:
Accrued liabilities 559 427 -- -- 336 1,322
-------- -------- -------- -------- -------- --------
Total liabilities 559 427 -- -- 336 1,322
-------- -------- -------- -------- -------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 28,506 $ 35,675 $ 97,499 $112,045 $ 24,679 $298,404
======== ======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of this statement.
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SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5
Money Limited Volatility Equity Disciplined Company 1995
Market Fund Bond Fund Index Fund Value Fund Stock Fund Total
----------- ------------------ ---------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT EARNINGS
Dividends, interest, and other $ 2,172 $ 2,727 $ 7,914 $ 13,365 $ 467 $ 26,645
REALIZED GAIN (LOSS) ON INVESTMENTS -- 150 2,340 2,070 (13) 4,547
UNREALIZED GAIN (LOSS) ON INVESTMENTS -- 1,966 28,316 17,440 (8,320) 39,402
EMPLOYEE CONTRIBUTIONS 18,655 22,368 41,780 50,544 19,129 152,476
------- -------- --------- --------- -------- ---------
20,827 27,211 80,350 83,419 11,263 223,070
PARTICIPANT WITHDRAWALS AND
DISTRIBUTIONS (5,978) (7,012) (13,491) (21,488) (3,671) (51,640)
TRANSFERS BETWEEN FUNDS 6,143 (1,938) (3,779) (658) 232 --
-------- --------- --------- -------- ---------
NET INCREASE IN NET ASSETS 20,992 18,261 63,080 61,273 7,824 171,430
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 28,506 35,675 97,499 112,045 24,679 298,404
------- -------- --------- --------- -------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $49,498 $ 53,936 $ 160,579 $ 173,318 $ 32,503 $ 469,834
======= ======== ========= ========= ======== =========
</TABLE>
The accompanying notes are an integral part of this statement.
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SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5
Money Limited Volatility Equity Disciplined Company 1994
Market Fund Bond Fund Index Fund Value Fund Stock Fund Total
----------- ------------------ ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT EARNINGS
Dividends, interest, and other $ 849 $ 1,621 $ 3,103 $ 4,830 $ 211 $ 10,614
REALIZED GAIN (LOSS) ON INVESTMENTS -- (30) 138 23 153 284
UNREALIZED LOSS ON INVESTMENTS -- (1,416) (2,217) (5,423) (10,204) (19,260)
EMPLOYEE CONTRIBUTIONS 18,484 23,241 59,396 60,885 23,084 185,090
--------- --------- --------- --------- --------- ---------
19,333 23,416 60,420 60,315 13,244 176,728
PARTICIPANT WITHDRAWALS AND
DISTRIBUTIONS (2,945) (2,063) (4,841) (5,647) (2,098) (17,594)
TRANSFERS BETWEEN FUNDS (297) (740) 1,424 (943) 556 --
--------- --------- --------- --------- --------- ---------
NET INCREASE IN NET ASSETS 16,091 20,613 57,003 53,725 11,702 159,134
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 12,415 15,062 40,496 58,320 12,977 139,270
--------- --------- --------- --------- --------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $ 28,506 $ 35,675 $ 97,499 $ 112,045 $ 24,679 $ 298,404
========= ========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of this statement.
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SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
The following description of the Sport Supply Group, Inc. Employees' Savings
Plan (the "Plan") is provided for general information purposes only. The Plan
was established on June 1, 1993, and was amended on October 18, 1995, to comply
with Internal Revenue Service requirements. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution retirement plan established by Sport Supply
Group, Inc. (the "Company") under the provisions of Section 401(a) of the
Internal Revenue Code (IRC), which includes a qualified deferral arrangement as
described in Section 401(k) of the IRC, for the benefit of eligible employees of
the Company. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Eligibility
Employees become eligible to participate in the Plan upon the completion of one
year of service and attainment of age 21. Employees who had satisfied the
eligibility requirements prior to the effective date of the plan were eligible
to participate as of June 1, 1993.
Participation
Eligible employees may become participants on the earlier of the first day of
the Plan year or the first day of the seventh month of the Plan year coinciding
with or next following the date the employees satisfy the Plan's eligibility
requirements.
Contributions
Participants may elect to defer up to 8% of their compensation each year.
However, total deferrals for each employee in any taxable year may not exceed a
dollar limit which is set by Internal Revenue Service regulations. The limit for
1995 and 1994 was $9,240. These contributions are invested at the participant's
discretion into funds administered by Bank One, Texas, N.A. (the "Trustee").
The Company may elect to contribute to the Plan by means of a matching
contribution, a special discretionary contribution, or an additional
discretionary amount. The Company did not make any contributions in 1995 or
1994.
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Investment Options
Participants may direct contributions into five different investment options.
Participants may change their investment elections quarterly. A summary
description of each investment option is provided below:
Fund 1 - Money Market Fund
This fund invests in instruments determined to be of high quality, the
dollar-weighted average portfolio maturity may not exceed 90 days, and no
individual portfolio security may have a remaining maturity of greater
than 397 days.
Fund 2 - Limited Volatility Bond Fund
This fund invests at least 65% of its total assets in bonds, with up to
20% of its total assets in preferred stocks. This fund will, under normal
conditions, invest at least 50% of its assets in obligations issued or
guaranteed by the U.S. government or its agents or instrumentalities. All
remaining assets will be invested in debt securities of all types.
Fund 3 - Equity Index Fund
This fund invests in the stocks which comprise the Standard & Poor's 500
Composite Index.
Fund 4 - Disciplined Value Fund
This fund invests in equity securities with below-market average
price-to-earnings and price-to-book ratios.
Fund 5 - Company Stock Fund
This fund invests principally in the Company's common stock.
Vesting
A participant is 100% vested in his/her salary deferral amounts contributed to
the Plan and in any of the Company's special discretionary contributions made to
the Plan. A participant becomes vested in any matching and additional
discretionary contributions by the Company after five years of service. Years of
service prior to the time a participant has reached age 18 are not counted for
vesting purposes.
Forfeiture
A participant's nonvested portion of his/her account balance will be forfeited
upon termination of employment. Forfeitures will be used to restore previously
forfeited amounts for reemployed participants.
Benefits
Participants or beneficiaries are able to receive funds from their accounts
under the following circumstances:
- Normal retirement (normal retirement age is 65)
- Late retirement
- Death
- Total and permanent disability
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If a participant terminates for reasons other than those listed above, he/she
will be entitled to receive only the vested portion of his/her account, and the
remainder will be forfeited.
Participant Loans
The Trustee may, at its discretion, make loans to participants and
beneficiaries. The amount the Plan may loan to a participant is limited by rules
under the IRC. The outstanding balance of any one participant's loans will be
limited to the lesser of $50,000 or one half of the participant's vested account
balance. The minimum loan is $1,000.
Outstanding loans as of December 31, 1995 and 1994, were $9,523 and $3,160,
respectively.
2. INCOME TAX STATUS:
The Internal Revenue Service (IRS) has determined and informed the Company by a
letter dated December 1, 1995, that the Plan is designed in accordance with
applicable sections of the IRC and is exempt from federal income tax. This
determination letter covers all Plan amendments through October 18, 1995.
3. PLAN TERMINATION:
While it has no intent to do so, the Company has the right to terminate the Plan
at any time. Upon termination of the Plan, all participants become fully vested.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The Plan's financial statements have been prepared on the accrual basis of
accounting.
Income Recognition
Interest and other income are recorded as earned on the accrual basis. Dividend
income is recorded on the ex-dividend date.
Investment Valuation
Investments of the Plan are stated at fair market value as determined by quoted
market price. Securities listed on a registered stock exchange are valued at the
last sales prices on the day of valuation, or lacking any sales, at the prices
at which they were last traded prior to the valuation day. Any unlisted security
held shall be valued at its bid price as obtained from a registered broker or an
investment banker. For assets other than securities for which trading or bid
prices can be obtained, the Trustee may appraise such assets itself, or, in its
discretion, employ one or more appraisers for that purpose and rely on these
established values.
The following investments represented 5% or more of the net assets available for
plan benefits at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
Description 1995 1994
------------------------------------------ --------- ---------
<S> <C> <C>
The One Group Prime Money Market Fund $ 42,117 $ 28,641
The One Group Limited Volatility Bond Fund 51,908 34,155
The One Group Equity Index Fund 156,528 93,502
The One Group Disciplined Value Fund 170,247 105,463
Company Common Stock Fund 31,108 21,242
</TABLE>
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Administrative and Investment Expenses
All trustee fees, investment management fees, and recordkeeping fees are paid by
the Company at its discretion. The Plan is not required to reimburse the Company
for these expenses.
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SCHEDULE I
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
EIN: 75-2241783
PLAN #: 001
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Identity Cost Market
of Issuer Description Value Value
---- -------------------- -------------------------------------- --------- ---------
<S> <C> <C> <C> <C>
* Bank One, Texas, N.A. Cash equivalents - The One Group Prime
Money Market Fund $ 42,117 $ 42,117
* Bank One, Texas, N.A. Corporate obligations - The One Group
Limited Volatility Bond Fund 51,250 51,908
* Bank One, Texas, N.A. Common stock - The One Group Equity
Index Fund 130,286 156,528
* Bank One, Texas, N.A. Common stock - The One Group Disciplined
Value Fund 159,628 170,247
* Sport Supply Group, Inc. Common stock, $.01 par 46,820 31,108
* Participant Loans Participant Loans
Interest rates from 8.75% to 10.0% 9,523 9,523
-------- --------
Totals $439,624 $461,431
======== ========
</TABLE>
* Column (a) indicates each identified person/entity known to be a party-in-
interest. Interest rates vary.
This supplemental schedule lists assets held for investment purposes at
December 31, 1995, as required by the Department of Labor Rules and
Regulations for Reporting and Disclosures.
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SCHEDULE II
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
EIN: 75-2241783
PLAN #: 001
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g) (h) (i)
Identity of Purchase Selling Cost of Current Value of Asset Net
Party Involved Description of Asset Price Price Asset on Transaction Date Gain
- ------------------------ -------------------------------------- ----- ----- ----- ------------------- ----
<S> <C> <C> <C> <C> <C> <C>
INDIVIDUAL TRANSACTIONS:
None
SERIES OF TRANSACTIONS:
* Bank One Cash Equivalents - The One Group Prime
Money Market Fund $28,138 $ - $ - $28,138 $ -
* Bank One Common Stock - The One Group Equity
Index Fund 52,881 20,511 17,757 20,511 2,754
* Bank One Common Stock - The One Group
Disciplined Value Fund 66,219 20,945 19,447 20,945 1,498
</TABLE>
* Column (a) indicates each identified person/entity known to be a party-in-
interest. Interest rates vary.
Column (e) was not used as there were no reportable transactions related to
lease rentals.
Column (f) was not used as there were no transaction expenses
This supplemental schedule lists individual and series of transactions in
excess of 5% of the fair market value of Plan assets at the beginning of
the year as required by the Department of Labor Rules and Regulations for
Reporting and Disclosure.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the persons who administer the employee benefit plan have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
SPORT SUPPLY GROUP, INC.
EMPLOYEES' SAVINGS PLAN
June 28, 1996 By: /s/ James R. Crawford
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Principal Accounting and
Financial Officer
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INDEX TO EXHIBITS
NUMBER DESCRIPTION PAGE
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99.1 Consent of Independent Public
Accountants........................................ 16
15
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EXHIBIT 99.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated April 23, 1996, included in this Form 11-K for the
year ended December 31, 1995, into Sport Supply Group, Inc.'s previously filed
Registration Statement File No. 33-64470.
ARTHUR ANDERSEN LLP
Dallas, Texas,
June 25, 1996
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