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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 1-10704
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10K [ ] Form 11-K [ ] Form 20-F
[ X ] Form 10-Q [ ] Form N-SAR
For Period Ended: May 3, 1996
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print
or type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I. REGISTRANT INFORMATION
Full name of registrant Sport Supply Group, Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
1901 Diplomat Drive
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City, State and Zip Code Farmers Branch, Texas 75234
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PART II. RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the
following should be completed. (Check appropriate box)
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[ X ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25 (c) has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
On May 20, 1996, the Company sold substantially all of the assets of its
Gold Eagle Professional Golf Products Division (the "Gold Eagle Division") .
Subsequent to the sale of the Gold Eagle Division, the Company approved a
formal plan of disposal for its remaining retail segment operations (which
previously included the Gold Eagle Division). These events were reported to the
Securities and Exchange Commission in a Report on Form 8-K dated June 4, 1996.
As a result of the sale of the Gold Eagle Division and approval of the formal
plan of disposal of its remaining retail segment operations, the Company will
report its retail segment as a discontinued operation in its Report on Form
10-Q for the quarterly period ended May 3, 1996. The Company is currently
compiling the necessary information to report its retail segment as a
discontinued operation and to restate the applicable periods of the current and
prior fiscal years. In addition, the Company is currently negotiating with its
senior and participating lenders to approve certain modifications to its senior
credit facility which are required in order to effect the plan of disposal and
to obtain waivers for the breach of certain financial covenants resulting from
the charges to be recorded based upon the estimated loss on disposal. Although
no assurances can be given, management anticipates that the modifications will
be approved by the senior and participating lenders and that waivers will be
received relating to the breach of the financial covenants.
As a result of the above, the Company is unable to file its Report on Form
10-Q for the quarterly period ended May 3, 1996 without unreasonable effort and
expense.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
James R. Crawford (214) 406-7108
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(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ X ] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
As discussed in Item III. above, the Company will report its retail
segment as a discontinued operation in its Report on Form 10-Q for the
quarterly period ended May 3, 1996. Historically, the Company has reported this
segment as a continuing operation. Accordingly, the Company's earnings
statements for the comparable three and six month periods of the prior year
will be restated to reflect this reporting change. As a result of the planned
disposal of the Company's retail segment, the Company will record an after-tax
non-cash charge of approximately $8.4 million for the anticipated loss on
disposal of its retail segment, including estimated future operating losses
through the date of disposal. The Company's results of operations for the
three and six month periods ended May 3, 1996, and the comparable periods of
the prior year will reflect the following ($000's):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
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May 3, 1996 April 30, 1995 May 3, 1996 April 30, 1995
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<S> <C> <C> <C> <C>
Net revenues $ 25,521 $ 18,945 $ 38,737 $ 32,351
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Earnings (loss) from
continuing operations $ 967 $ 1,121 $ 34 $ 807
Earnings (loss) from
discontinued operations :
Loss on disposal (8,438) 0 (8,438) 0
Loss from operations (1,931) 336 (2,082) 695
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Earnings (loss) from
discontinued operations (10,369) 336 (10,520) 695
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Net earnings (loss) $ (9,402) $ 1,457 $ (10,486) $ 1,502
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Earnings (loss) per share :
Continuing operations $ 0.14 $ 0.16 $ 0.00 $ 0.12
Discontinued operations (1.53) 0.05 (1.56) 0.10
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Net earnings (loss) $ (1.39) $ 0.21 $ (1.56) $ 0.22
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</TABLE>
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Sport Supply Group, Inc.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 17, 1996 By: /s/ James R. Crawford
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James R. Crawford, Principal
Accounting Officer and Principal
Financial Officer
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall
be filed with the form.
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