SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
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, 1996
[ ] 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
______________
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 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page
FINANCIAL STATEMENTS:
Report of Independent Public Accountants 3
Statement of Net Assets Available for
Plan Benefits With Fund Information
as of December 31, 1996 4
Statement of Net Assets Available for
Plan Benefits With Fund Information as
of December 31, 1995 5
Statement of Changes in Net Assets Available
for Plan Benefits With Fund Information for the
Year Ended December 31, 1996 6
Statement of Changes in Net Assets Available for
Plan Benefits With Fund Information for the Year
Ended December 31, 1995 7
Notes to Financial Statements 8
SUPPLEMENTAL SCHEDULES:
Schedule I - Item 27a, Schedule of Assets
Held for Investment Purposes as of
December 31, 1996 12
Schedule II - Item 27d, Schedule of Reportable
Transactions for the Year Ended
December 31, 1996 13
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 14
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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, 1996 and 1995, 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, 1996 and 1995, and the changes
in net assets available for plan benefits for the years then ended, in
conformity with generally accepted accounting principles.
Our audits were performed 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 Financial Statements and
Supplemental Schedules are presented for the purpose 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.
ARTHUR ANDERSEN LLP
Dallas, Texas,
April 17, 1997
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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, 1996
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5
Money Limited Volatility Equity Disciplined Company 1996
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 $57,225 $70,221 $243,313 $187,341 $33,329 $591,429
Funds Participant loans 15,965 - - - - 15,965
73,190 70,221 243,313 187,341 33,329 607,394
Dividend/interest receivable 251 359 412 215 8 1,245
Employee contributions receivable 787 1,484 7,366 3,892 1,357 14,886
Other receivables 439 12 1,543 - 386 2,380
Total assets 74,667 72,076 252,634 191,448 35,080 625,905
LIABILITIES:
Accrued liabilities 87 1,234 - 502 47 1,870
Total liabilities 87 1,234 - 502 47 1,870
NET ASSETS AVAILABLE FOR PLAN BENEFITS $74,580 $70,842 $252,634 $190,946 $35,033 $624,035
The accompanying notes are an integral part of this financial statement.
</TABLE>
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<TABLE>
SPORT SUPPLY GROUP, INC. EMPLOYEES SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
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
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ASSETS:
Investments, at market value-
Common and Collective Trust
Funds $42,117 $51,908 $156,528 $170,247 $31,108 $451,908
Participant 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
The accompanying notes are an integral part of this financial statement.
</TABLE>
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<TABLE>
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, 1996
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5
Money Limited Volatility Equity Disciplined Company 1996
Market Fund Bond Fund Index Fund Value Fund Stock Fund Total
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INVESTMENT EARNINGS
Dividends, interest, and other $ 5,172 $ 3,857 $ 4,739 $20,457 $ 250 $ 34,475
REALIZED GAINS (LOSSES) ON
INVESTMENTS - (47) 419 1,756 (81) 2,047
UNREALIZED GAINS (LOSSES) ON
INVESTMENTS - (849) 33,964 2,850 (13,169) 22,796
EMPLOYEE CONTRIBUTIONS 16,097 21,443 55,112 37,349 17,504 147,505
21,269 24,404 94,234 62,412 4,504 206,823
PARTICIPANT WITHDRAWALS AND
DISTRIBUTIONS (3,703) (4,938) (2,696) (38,696) (2,589) (52,622)
TRANSFERS BETWEEN FUNDS 7,516 (2,560) 517 (6,088) 615 -
NET INCREASE IN NET ASSETS 25,082 16,906 92,055 17,628 2,530 154,201
NET ASSETS AVAILABLE FOR PLAN
BENEFITS,beginning of year 49,498 53,936 160,579 173,318 32,503 469,834
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $74,580 $70,842 $252,634 $190,946 $35,033 $624,035
The accompanying notes are an integral part of this financial statement.
</TABLE>
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<TABLE>
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
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
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INVESTMENT EARNINGS
Dividends, interest, and other $ 2,172 $ 2,727 $ 7,914 $ 13,365 $ 467 $26,645
REALIZED GAINS (LOSSES) ON
INVESTMENTS - 150 2,340 2,070 (13) 4,547
UNREALIZED GAINS (LOSSES) 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
The accompanying notes are an integral part of this financial statement.
</TABLE>
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SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
The Sport Supply Group, Inc. Employees Savings Plan (the Plan) was
established on June 1, 1993, and was amended on October 18, 1995, to comply
with Internal Revenue Service requirements. The following description of
the Plan is provided for general information purposes only. 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 1996 and 1995 was $9,500 and $9,240, respectively. 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 1996
or 1995.
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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 in which the dollar-weighted average
portfolio maturity may not exceed 90 days.
Fund 2 - Limited Volatility Bond Fund
This fund invests in bonds, preferred stocks, and obligations issued or
guaranteed by the U.S. government. 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 with no partial vesting. 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.
<PAGE>
Benefits
Participants or beneficiaries are able to receive vested funds from their
accounts under the following circumstances:
- Normal retirement (normal retirement age is 65)
- Late retirement
- Death
- Total and permanent disability
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. All
participant loan activity is presented in the Money Market Fund (Fund I).
Outstanding loans as of December 31, 1996 and 1995, were $15,965 and
$9,523, respectively.
Withdrawals
Participants are allowed to withdraw employee account balances prior to
termination of their employment under certain conditions as specified in
the Plan. Participants may not make contributions for at least one year
after the receipt of the distribution.
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 the Plan and related trust are
exempt from federal income tax. This determination letter covers all Plan
amendments through October 18, 1995.
3. PLAN TERMINATION:
While it currently 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 will become fully vested, and the assets of the Plan will be
distributed to the participants in accordance with the Plan provisions.
<PAGE>
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. The
interest and other income is allocated to the participants accounts based
upon their deferral percentages. Dividend income is recorded on the
exdividend date.
Investment Valuation
Investments of the Plan are stated at their fair market values as
determined by quoted market prices. 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 is valued at its bid price
as obtained from a registered broker or an investment banker.
The following investments represented 5% or more of the net assets
available for plan benefits at December 31, 1996 and 1995:
Description 1996 1995
The One Group Prime Money Market Fund $ 57,225 $ 42,117
The One Group Limited Volatility Bond Fund 70,221 51,908
The One Group Equity Index Fund 243,313 156,528
The One Group Disciplined Value Fund 187,341 170,247
Company Stock Fund 33,329 31,108
Administrative and Investment Expenses
All trustee fees, investment management fees, and record-keeping fees are
paid by the Company at its discretion. The Plan is not required to
reimburse the Company for these expenses.
5. SUBSEQUENT EVENT:
As of May 1, 1997, the Plan changed its trustee.
<PAGE>
<TABLE>
SCHEDULE I
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
EIN: 75-2241783
PLAN #: 001
(a) (b) (c) (d) (e)
Identity Cost Current
of Issuer Description Value Value
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* Bank One, Texas, N.A. Cash equivalents - The One
Group Prime Money Market Fund $ 57,225 $ 57,225
* Bank One, Texas, N.A. Corporate obligations -
The One Group Limited
Volatility Bond Fund 70,459 70,221
* Bank One, Texas, N.A. Common stock - The One Group
Equity Index Fund 184,040 243,313
* Bank One, Texas, N.A. Common stock - The One Group
Disciplined Value Fund 176,720 187,341
* Sport Supply Group,Inc. Common stock, $.01 par value 61,640 33,329
* Participant Loans Participant Loans
Interest rates from
8.75% to 10.0% - 15,965
Totals $566,049 $607,394
* Column (a) indicates each identified person/entity known to
be a party-in-interest.
This supplemental schedule lists assets held for investment
purposes at December 31,1996, as required by the Department of
Labor Rules and Regulations for Reporting and Disclosures.
</TABLE>
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<TABLE>
SCHEDULE II
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
EIN: 75-2241783
PLAN #: 001
Purchases Sales
(a) (b) (c) (d) (g) (i)
Identity of Number of Purchase Number of Selling Cost of Net
Party Involved Description of Asset Transactions Price Transactions Price Assets Gain/(Loss)
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INDIVIDUAL TRANSACTIONS:
* Bank One, Texas, N.A. Common stock - The One Group
Disciplined Value Fund - $ - 1 $32,848 $29,900 $2,948
SERIES OF TRANSACTIONS:
* Bank One, Texas, N.A. Cash equivalents - The One Group
Prime Money Market Fund 95 46,829 25 34,907 34,907 -
* Bank One, Texas, N.A. Corporate obligations - The One
Group Limited Volatility Bond 56 25,887 7 6,702 6,701 1
Fund
* Bank One, Texas, N.A. Common stock - The One Group
Equity Index Fund 55 58,745 5 6,320 5,019 1,301
* Bank One, Texas, N.A. Common stock - The One Group
Disciplined Value Fund 55 62,339 7 17,027 15,372 1,655
* Column (a) indicates each identified entity known to be a party-in-interest.
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.
</TABLE>
<PAGE>
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
/s/ John P. Walker
By: John P. Walker
Chief Financial Officer
June 26, 1997
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Index to Exhibits
Number Description Page
1 Consent of Independent Public
Accountants.................................. 16
<PAGE>
EXHIBIT I
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated April 17, 1997, included in this Form
11-K for the year ended December 31, 1996, into Sport Supply Group, Inc.'s
previously filed Registration Statement File No. 33-64470.
ARTHUR ANDERSEN LLP
Dallas, Texas,
April 17, 1997
