SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 1 to Current Report on Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 1996
ACTION PERFORMANCE COMPANIES, INC.
----------------------------------
(Exact name of registrant as specified in its charter)
ARIZONA 0-21630 86-0704792
- ------------------------------ --------------------- ---------------------
(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction of incorporation)
2401 West First Street, Tempe, Arizona 85281
--------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (602) 894-0100
<PAGE>
ACTION PERFORMANCE COMPANIES, INC.
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT ON FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Acquisition of Sports Image, Inc.
On November 7, 1996, Action Performance Companies, Inc. (the
"Company"), through SII Acquisition, Inc. ("SII"), a wholly owned subsidiary,
acquired the business and substantially all of the assets and assumed specified
liabilities of Sports Image, Inc. ("Seller" or "Sports Image"), a North Carolina
corporation owned by seven-time Nascar Winston Cup Champion driver Dale
Earnhardt and his wife. Following the acquisition, SII Acquisition, Inc. changed
its name to Sports Image, Inc. Sports Image markets and distributes licensed
motorsports products, including apparel and other souvenir items, through a
network of wholesale distributors, trackside events, and fan clubs. The Company
intends to continue to operate the business of Seller through its wholly owned
subsidiary. The purchase price paid by the Company for the assets of Seller
consisted of (i) a promissory note issued by SII in the principal amount of
$24.0 million (the "Purchase Price Note"), and (ii) 403,361 shares of the
Company's Common Stock valued at $14.875 per share (the "Shares"), which was
slightly less than the closing price per share of the Company's Common Stock on
November 6, 1996.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Sports Image, Inc.
Report of Independent Public Accountants
Balance Sheets as of December 31, 1995 and November 7, 1996
Statements of Operations for the Year Ended December 31, 1995 and the
Period from January 1, 1996 to November 7, 1996
Statements of Shareholders' Equity for the Year Ended December 31,
1995 and the Period from January 1, 1996 to November 7, 1996
Statements of Cash Flows for the Year Ended December 31, 1995 and the
Period from January 1, 1996 to November 7, 1996
Notes to Financial Statements
(b) Pro Forma Financial Information.
Introduction
Unaudited Pro Forma Combined Balance Sheet as of September 30, 1996
Unaudited Pro Forma Combined Statement of Operations for the Fiscal
Year Ended September 30, 1996
2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Action Performance Companies, Inc.:
We have audited the accompanying balance sheets of SPORTS IMAGE, INC. (a North
Carolina corporation) as of December 31, 1995 and November 7, 1996, and the
related statements of operations, shareholders' equity and cash flows for the
year ended December 31, 1995, and the period from January 1, 1996 to November 7,
1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 financial position of Sports Image, Inc. as of
December 31, 1995 and November 7, 1996, and the results of its operations and
its cash flows for the year ended December 31, 1995, and the period from January
1, 1996 to November 7, 1996, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
December 13, 1996.
3
<PAGE>
SPORTS IMAGE, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, November 7,
1995 1996
------------ -----------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash $ 427,180 $ 956,397
Accounts receivable, net of allowance for doubtful accounts
of $222,000 and $567,000, respectively 4,178,464 3,644,224
Inventories 3,296,808 2,587,185
------------ -----------
Total current assets 7,902,452 7,187,806
PROPERTY AND EQUIPMENT, at cost less accumulated
depreciation of $153,958 and $348,803, respectively (Note 3) 867,325 985,520
OTHER ASSETS (Note 3) 632,000 29,187
GOODWILL, net of accumulated amortization of $80,833 and
$161,666, respectively (Note 3) 1,131,661 1,050,828
------------ -----------
$ 10,533,438 $ 9,253,341
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,627,698 $ 3,598,099
Accrued royalties 1,158,197 614,326
Accrued expenses and other current liabilities 113,316 243,329
Current portion of long-term debt (Note 4) 1,905,183 218,167
------------ -----------
Total current liabilities 5,804,394 4,673,921
COMMITMENTS AND CONTINGENCIES (Note 6)
LONG-TERM DEBT (Note 4) 1,548,413 -
SHAREHOLDERS' EQUITY:
Common stock ($.10 par value, 10,000,000 shares authorized,
500,000 shares issued and outstanding) 50,000 50,000
Preferred stock ($.10 par value, 500,000 shares
authorized, 0 shares issued and outstanding) - -
Retained earnings 3,130,631 4,529,420
------------ -----------
Total shareholders' equity 3,180,631 4,579,420
------------ -----------
$ 10,533,438 $ 9,253,341
============ ===========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
4
<PAGE>
SPORTS IMAGE, INC.
STATEMENTS OF OPERATIONS
Period from
January 1,
Year Ended 1996 to
December 31, November 7,
1995 1996
------------ -------------
NET SALES $ 32,507,296 $ 41,810,049
COST OF SALES 22,692,164 28,383,252
------------ -------------
Gross profit 9,815,132 13,426,797
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 6,245,373 7,546,899
------------ -------------
Income from operations 3,569,759 5,879,898
INTEREST EXPENSE, net 439,128 54,109
------------ -------------
Net income $ 3,130,631 $ 5,825,789
============ =============
The accompanying notes are an integral part of these statements.
5
<PAGE>
SPORTS IMAGE, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock
-------------------------
Shares Retained
Issued Amount Earnings Total
-------- -------- ---------- ------------
<S> <C> <C> <C> <C>
BALANCE, January 1, 1995 - $ - $ - $ -
Common stock issued upon
incorporation 500,000 50,000 - 50,000
Net income - - 3,130,631 3,130,631
-------- -------- ---------- ------------
BALANCE, December 31, 1995 500,000 50,000 3,130,631 3,180,631
Distribution to shareholders - - (4,427,000) (4,427,000)
Net income - - 5,825,789 5,825,789
-------- -------- ---------- ------------
BALANCE, November 7, 1996 500,000 $ 50,000 $4,529,420 $ 4,579,420
======== ======== ========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
SPORTS IMAGE, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period from
January 1,
Year Ended 1996 to
December 31, November 7,
1995 1996
--------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,130,631 $ 5,825,789
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 859,790 900,678
Change in assets and liabilities, net of effects
of acquisition-
Accounts receivable (4,178,464) 534,240
Inventories (666,905) 709,623
Other assets (7,000) (22,187)
Accounts payable 2,627,698 970,401
Accrued royalties 1,158,197 (543,871)
Accrued expenses and other current liabilities 113,316 130,013
----------------- --------------
Net cash provided by operating activities 3,037,263 8,504,686
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for business (1,000,000) -
Acquisition of property and equipment (511,282) (313,040)
----------------- --------------
Net cash used in investing activities (1,511,282) (313,040)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on line of credit - 1,937,331
Payments on line of credit - (1,937,331)
Proceeds from issuance of long-term debt 1,251,101 -
Payments on long-term debt (2,399,902) (3,235,429)
Proceeds from issuance of common stock 50,000 -
Distributions to shareholders - (4,427,000)
----------------- --------------
Net cash used in financing activities (1,098,801) (7,662,429)
----------------- --------------
NET INCREASE IN CASH 427,180 529,217
CASH, beginning of period - 427,180
----------------- --------------
CASH, end of period $ 427,180 $ 956,397
================= ==============
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid for interest $ 422,685 $ 193,652
================= ==============
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE>
SPORTS IMAGE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND NOVEMBER 7, 1996
(1) ORGANIZATION AND ACQUISITION:
Sports Image, Inc. (the Company) was incorporated on December 19, 1994, as
Earnhardt Acquisition, Inc. On December 30, 1994, the Company purchased the
business and certain assets from Sports Image, Inc., including the rights to the
name Sports Image (the Purchase). The purchase price of approximately $5,700,000
was allocated to the assets acquired based on their estimated fair values, which
resulted in approximately $1,212,000 of goodwill (see Note 3). The purchase
price consisted of a cash payment of $1.0 million and the issuance of $4.7
million of notes payable. Immediately upon consummation of the Purchase,
Earnhardt Acquisition, Inc. changed its name to Sports Image, Inc.. The
accompanying financial statements include all operations of the Company since
inception.
(2) DESCRIPTION OF BUSINESS AND NATURE AND
CONCENTRATION OF CREDIT RISK:
The Company is engaged in the wholesale and retail distribution of auto racing
apparel, collectibles and memorabilia. The Company sells primarily through mail
order catalogs to auto racing apparel and merchandise retailers, as well as
directly to race track patrons, throughout the United States. During the year
ended December 31, 1995, and the period from January 1, 1996 to November 7,
1996, sales to the Company's top customer were 20% and 19% of total net sales,
respectively. The Company generally does not require collateral to secure its
accounts receivable.
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Revenue Recognition
The Company recognizes revenue upon shipment. Customer deposits received in
advance of delivery are deferred and recognized when the related product is
shipped.
Uses of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements.
Estimates also affect the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates. In
management's opinion, methodologies used to determine estimates are adequate.
8
<PAGE>
Fair Value of Financial Instruments
The carrying amounts of cash, accounts receivable, and accounts payable
approximate fair value because of the short maturity of these financial
instruments. Fair value estimates are made at a specific point in time, based on
relevant market information about the financial instrument. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment and therefore cannot be determined with precision. Changes in
assumptions could significantly affect these estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents. The carrying value of
cash and cash equivalents approximates fair value.
Inventories
Inventories consist solely of finished goods valued at the lower of cost
(first-in, first-out method) or market.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method over the estimated
useful lives of the assets. Maintenance and repairs are charged against income
when incurred. Expenditures for major renewals, replacements and betterments are
capitalized.
Property and equipment consist of the following:
December 31, November 7,
1995 1996
------------- ------------
Computer equipment $ 107,943 $ 177,034
Other equipment 337,662 362,214
Vehicles 494,303 713,700
Leasehold improvements 81,375 81,375
------------- ------------
1,021,283 1,334,323
Less- Accumulated depreciation 153,958 348,803
------------- ------------
$ 867,325 $ 985,520
============= ============
9
<PAGE>
Intangible Assets
Goodwill related to the Purchase (see Note 1) is being amortized over fifteen
years on a straight-line basis. Goodwill (net of accumulated amortization of
$80,833 and $161,666) was $1,131,661 and $1,050,828 at December 31, 1995, and
November 7, 1996, respectively. The Company entered into a $1.25 million
covenant not to compete with the former owners of the Company which is being
amortized over the two year period of the agreement. The unamortized balance was
$625,000 at December 31, 1995, and is included in other assets on the
accompanying sheet.
Income Taxes
The Company, with the consent of its shareholders, has elected to be treated as
an S Corporation for federal and state income tax purposes. As a result, the
Company's results of operations are included in the income tax returns of its
individual shareholders. Therefore, the financial statements do not include any
provision for corporate income taxes.
License Agreements
Royalties paid under various licensing agreements are recorded as expense at the
time the related sales are made.
(4) LONG-TERM DEBT:
Long-term debt consists of the following:
December 31, November 7,
1995 1996
------------ -----------
Unsecured note payable to seller, payable
in quarterly installments of $500,095,
including interest at 9%, through January
1, 1997. The note was repaid in April 1996. $ 1,896,039 $ -
Unsecured note payable to shareholder,
interest payable at 6% per annum, with
principal due on December 20, 1999.
The note was repaid in August 1996. 1,001,100 -
Unsecured notes payable to sellers,
payable in semiannual installments of
$250,000, including interest imputed at
9%, through December 31, 1996. The notes
are guaranteed by a shareholder of the
Company. 468,167 218,167
10
<PAGE>
December 31, November 7,
1995 1996
------------ -----------
Unsecured note payable to bank in
monthly installments of $3,127,
including interest at the bank's prime
rate plus 0.5% (9.5% at December 31, 1995)
through January 3, 1998. The note is
collateralized by certain property
and equipment and was repaid in February
1996. 88,290 -
------------ -----------
3,453,596 218,167
Less: Current maturities 1,905,183 218,167
------------ -----------
$ 1,548,413 $ -
============ ===========
The Company has a line of credit with a bank, secured by accounts receivable,
which provides for borrowings of up to $1,000,000 at the bank's prime rate of
interest. Borrowings under the line of credit are guaranteed by a shareholder of
the Company. At December 31, 1995 and November 7, 1996, there were no amounts
outstanding under this line of credit.
(5) RELATED-PARTY TRANSACTIONS:
The Company has a license agreement (see Note 3) with a shareholder which
provides that the Company pay royalties on all products bearing the name or
likeness of the shareholder. The expense recognized under this arrangement for
the year ended December 31, 1995, and period from January 1, 1996 to November 7,
1996, was $3,421,708 and $3,842,956, respectively.
During the year ended December 31, 1995, and period from January 1, 1996 to
November 7, 1996, the Company incurred $14,399 and $47,286, respectively, for
purchases of vehicles and merchandise from an entity affiliated with a
shareholder. The affiliated entity purchased merchandise of $111,008 and
$214,824 from the Company during the year ended December 31, 1995 and the period
ended November 7, 1996, respectively.
Subsequent to November 7, 1996, the Company was acquired by Action Performance
Companies, Inc. (Action). During the year ended December 31, 1995, and the
period from January 1, 1996 to November 7, 1996, the Company made inventory
purchases of approximately $2.3 million and $5.9 million, respectively, from
Action.
(6) COMMITMENTS AND CONTINGENCIES:
In the normal course of conducting its operations, the Company may become
involved in certain legal and administrative proceedings. The Company is not
aware of any pending or threatened litigation, claims or assessments at November
7, 1996, which would have a material adverse effect on the Company's financial
position, including its liquidity, or its results from operations.
11
<PAGE>
The Company leases its corporate and distribution facilities and certain
telephone equipment under operating leases. The future minimum lease payments
under these leases at November 7, 1996, are as follows:
Calendar year-end
-----------------
1996 (2 months) $ 10,658
1997 122,906
1998 44,985
1999 4,676
---------
$ 183,225
=========
Total rent expense under operating leases was approximately $144,000 and
$140,000 for the year ended December 31, 1995, and the period from January 1,
1996 to November 7, 1996, respectively.
(7) SUBSEQUENT EVENT:
In November 1996, the Company entered into an asset purchase agreement with
Action to sell substantially all of the Company's assets in exchange for a
$24,000,000 promissory note due January 2, 1997, and 403,361 shares of Action's
common stock.
12
<PAGE>
ACTION PERFORMANCE COMPANIES, INC.
Unaudited Pro Forma Combined Financial Information
Introduction
The following unaudited pro forma combined financial information of
Action Performance Companies, Inc. for the fiscal year ended September 30, 1996,
gives effect to the acquisition of Sports Image. The unaudited pro forma
combined balance sheet as of September 30, 1996, gives effect to the acquisition
of Sports Image as if it had occurred on September 30, 1996. The unaudited pro
forma combined statement of operations for the fiscal year ended September 30,
1996, assumes that the acquisition of Sports Image was completed on October 1,
1995. The unaudited pro forma combined financial information presented herein
does not purport to represent what the Company's actual results of operations
would have been had the acquisition of Sports Image occurred on those dates or
to project the Company's results of operations for any future period.
13
<PAGE>
ACTION PERFORMANCE COMPANIES, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
As of September 30, 1996
(In thousands)
<TABLE>
<CAPTION>
Action
Performance Sports Total Pro Forma Pro Forma
Companies, Inc. Image, Inc.(1) Combined Adjustments Combined
--------------- -------------- -------- ----------- --------
ASSETS
------
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS
Cash.............................. $ 4,983 $ 956 $ 5,939 -- $ 5,939
Accounts receivable............... 7,497 3,644 11,141 -- 11,141
Inventories....................... 5,834 2,587 8,421 -- 8,421
Deferred income taxes............. 1,032 -- 1,032 -- 1,032
Prepaid royalties................. 2,295 -- 2,295 -- 2,295
Prepaid expenses and other assets. 740 -- 740 -- 740
-------------- ----------- ---------- ---------
Total current assets.......... 22,381 7,187 29,568 -- 29,568
PROPERTY, PLANT, AND EQUIPMENT........ 8,189 986 9,175 -- 9,175
NOTES RECEIVABLE...................... 902 -- 902 -- 902
GOODWILL.............................. -- 1,051 1,051 24,221(2) 25,272
DEPOSITS AND OTHER ASSETS............. 177 29 206 -- 206
-------------- ----------- ---------- ----------- ---------
Total assets.................. $ 31,649 $ 9,253 $ 40,902 $ 24,221 $ 65,123
============== =========== ========== =========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable.................. $ 2,188 $ 3,598 $ 5,786 -- $ 5,786
Accrued royalties and other....... 1,578 858 2,436 -- 2,436
Income taxes payable.............. 522 -- 522 -- 522
Current portion of notes payable.. -- 218 218 -- 218
-------------- ----------- ---------- ----------- ---------
Total current liabilities..... 4,288 4,674 8,962 -- 8,962
LONG-TERM DEBT
Capital lease obligation - long
term.............................. 365 -- 365 -- 365
Notes payable..................... -- -- -- 24,000(2) 24,000
-------------- ----------- ---------- ----------- ---------
Total long-term debt.......... 365 -- 365 24,000 24,365
SHAREHOLDERS' EQUITY
Net equity of Sports Image........ -- 4,579 4,579 (4,579) --
Common stock...................... 126 -- 126 4(2) 130
Additional paid-in capital........ 18,991 -- 18,991 4,796(2) 23,787
Retaining earnings................ 7,879 -- 7,879 -- 7,879
-------------- ----------- ---------- ----------- ---------
Total shareholders' equity.... 26,996 4,579 31,575 221 31,796
-------------- ----------- ---------- ----------- ---------
Total liabilities and
shareholders' equity.......... $ 31,649 $ 9,253 $ 40,902 $ 24,221 $ 65,123
============== =========== ========== =========== =========
</TABLE>
- --------------------
(1) Reflects the historical balance sheet of Sports Image as of November 7,
1996.
(2) Reflects (i) the fair value of the Shares and the Purchase Price Note and
(ii) the allocation of the purchase price of Sports Image.
14
<PAGE>
ACTION PERFORMANCE COMPANIES, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
Fiscal Year Ended September 30, 1996
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
Action Adjusted
Performance Sports Total Pro Forma Pro Forma
Companies, Inc. Image, Inc. Combined Adjustments Combined
--------------- ----------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Net sales........................... $ 44,216 $ 45,471 $ 89,687 $ (6,900) (1) $ 82,787
Cost of sales....................... 25,296 31,383 56,679 (6,900) (1) 49,779
--------------- ----------- -------- ----------- ------------
Gross profit.................... 18,920 14,088 33,008 -- 33,008
Selling, general, and
administrative expenses......... 9,266 8,146 17,412 969 (2) 18,381
--------------- ----------- -------- ----------- ------------
Income from operations.......... 9,654 5,942 15,596 (969) 14,627
Other income (expense), net......... 216 (356) (140) (1,932) (3) (2,072)
--------------- ----------- -------- ----------- ------------
Income before provision for
income taxes.................... 9,870 5,586 15,456 (2,901) 12,555
Provision for income taxes.......... 3,917 -- 3,917 1,066 (4) 4,983
--------------- ----------- -------- ----------- ------------
Net income...................... $ 5,953 $ 5,586 $ 11,539 $ (3,967) $ 7,572
=============== =========== ======== =========== ============
Pro forma earnings per common
share........................... $ 0.56
============
Weighted average common and common
equivalent shares outstanding... 13,472,741
============
</TABLE>
- -----------------
(1) Reflects the elimination of intercompany sales from the Company to
Sports Image.
(2) Reflects the amortization of goodwill associated with the acquisition
of Sports Image.
(3) Reflects additional interest expense associated with the financing of
the acquisition of Sports Image.
(4) Reflects the additional income tax provision based on applying the
effective income tax rate of the Company to the combined companies.
15
<PAGE>
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
10.33 Asset Purchase Agreement dated as of November 7, 1996, among Action Performance
Companies, Inc., SII Acquisition, Inc., Sports Image, Inc., and R. Dale Earnhardt and
Teresa H. Earnhardt.(1)
10.34 Promissory Note dated November 7, 1996, in the principal amount of $24,000,000 issued
by SII Acquisition, Inc., as Maker, to Sports Image, Inc., as Payee, together with Guarantee
of Action Performance Companies, Inc.(1)
10.35 Security Agreement dated November 7, 1996, between Sports Image, Inc. and SII
Acquisition, Inc.(1)
10.36 Registration Agreement dated as of November 7, 1996, among Action Performance
Companies, Inc., Sports Image, Inc., and R. Dale Earnhardt and Teresa H. Earnhardt.(1)
10.37 License Agreement dated as of November 7, 1996, among SII Acquisition, Inc., Dale
Earnhardt, and Action Performance Companies, Inc.(1)
10.38 Employment Agreement dated as of November 7, 1996, between Action Performance
Companies, Inc. and Joe Mattes.(1)
21.1 List of Subsidiaries of Action Performance Companies, Inc.(1)
23.1 Consent of Arthur Andersen LLP
- -------------------
(1) Incorporated by reference to the Registrant's Current Report on Form 8-K as filed on November 22, 1996.
</TABLE>
16
<PAGE>
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 hereunto duly authorized.
January 10, 1997 ACTION PERFORMANCE COMPANIES, INC.
By: /s/ Christopher S. Besing
---------------------------------------
Christopher S. Besing
Vice President, Chief Financial
Officer, and Treasurer
17
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports included in this Form 8-K/A, into the Company's previously filed
Registration Statements File No's. 33-79942, 333-03865, 33-66980, 33-86230 and
333-01874.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
January 9, 1997.
