<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
Commission file number 0-21630
ACTION PERFORMANCE COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
ARIZONA 86-0704792
(State of Incorporation) (I.R.S. Employer Identification No.)
4707 E. Baseline Road
Phoenix, AZ 85040
(602) 337-3700
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of August 11, 2000, there were outstanding 16,365,940 shares of the
registrant's Common Stock, par value $.01 per share.
<PAGE> 2
ACTION PERFORMANCE COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2000 AND SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
June 30, September 30,
2000 1999
---- ----
(Unaudited)
ASSETS
------
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents ............................................ $ 21,910 $ 58,523
Accounts receivable, net of allowance for
doubtful accounts of $2,657 and $1,421, respectively .............. 40,412 44,988
Inventories .......................................................... 38,151 45,310
Prepaid royalties .................................................... 12,770 7,271
Prepaid expenses, deferred taxes and other assets .................... 12,348 2,953
--------- ---------
Total current assets ............................................. 125,591 159,045
PROPERTY AND EQUIPMENT, net ............................................... 56,257 56,162
GOODWILL AND OTHER INTANGIBLES, net ....................................... 100,561 111,634
OTHER ASSETS, net ......................................................... 6,364 8,906
--------- ---------
$ 288,773 $ 335,747
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable ..................................................... $ 20,667 $ 20,127
Accrued royalties .................................................... 10,171 13,519
Accrued expenses and other ........................................... 7,325 14,889
Current portion of long-term debt .................................... 1,442 2,713
--------- ---------
Total current liabilities ........................................ 39,605 51,248
--------- ---------
LONG-TERM DEBT:
Convertible subordinated notes ....................................... 100,000 100,000
Other long-term debt ................................................. 12,602 9,208
--------- ---------
Total long-term debt ............................................. 112,602 109,208
--------- ---------
MINORITY INTEREST ......................................................... 2,017 2,300
--------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, no par value, 5,000,000 shares
authorized, no shares issued or outstanding ....................... -- --
Common stock, $.01 par value, 25,000,000 shares authorized, 16,563,385
and 16,924,754 shares issued and outstanding, respectively ........ 166 169
Additional paid-in capital ........................................... 102,750 102,555
Treasury stock ....................................................... (6,514) --
Accumulated other comprehensive loss ................................. (2,997) (714)
Retained earnings .................................................... 41,144 70,981
--------- ---------
Total shareholders' equity ....................................... 134,549 172,991
--------- ---------
$ 288,773 $ 335,747
========= =========
</TABLE>
The accompanying notes are an integral part of
these consolidated balance sheets
2
<PAGE> 3
ACTION PERFORMANCE COMPANIES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE THREE MONTH AND NINE MONTH PERIODS
ENDED JUNE 30, 2000 AND 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30 June 30
------------------ -----------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales:
Collectibles........................................ $ 42,445 $ 63,807 $109,781 $156,113
Apparel and souvenirs............................... 31,970 35,434 83,744 89,863
Other............................................... 1,640 2,283 5,380 6,042
--------- --------- ---------- ---------
Net sales....................................... 76,055 101,524 198,905 252,018
Cost of sales............................................ 61,064 60,687 145,854 155,452
--------- -------- -------- ---------
Gross profit............................................. 14,991 40,837 53,051 96,566
--------- -------- --------- ---------
Operating expenses:
Selling, general and administrative expenses........ 29,140 18,277 69,588 48,977
Other non-recurring charges ........................ 4,306 - 6,556 -
Amortization of goodwill and other intangibles...... 9,216 1,603 13,443 4,561
--------- -------- -------- --------
Total operating expenses........................ 42,662 19,880 89,587 53,538
-------- -------- -------- -------
Income (loss) from operations............................ (27,671) 20,957 (36,536) 43,028
---------- -------- ---------- --------
Other income (expense):
Minority interest in earnings...................... (9) (613) (283) (1,257)
Interest income and other, net...................... (401) 555 682 1,901
Interest expense.................................... (2,299) (1,615) (5,465) (5,342)
-------- -------- --------- --------
Total other expense, net ....................... (2,709) (1,673) (5,066) (4,698)
-------- -------- --------- --------
Income (loss) before provision (benefit) for taxes ...... (30,380) 19,284 (41,602) 38,330
Provision for (benefit from) income taxes................ (6,809) 7,714 (11,765) 15,332
-------- --------- -------- ---------
NET INCOME (LOSS) ....................................... $ (23,571) $ 11,570 $ (29,837) $ 22,998
---------- -------- ---------- --------
Other comprehensive loss............................ (349) (1,504) (2,283) (3,314)
---------- -------- ---------- --------
Comprehensive income (loss) ........................ $ (23,920) $ 10,066 $ (32,120) $ 19,684
========== ========= ========== =========
NET INCOME PER COMMON SHARE:
Basic............................................... $ (1.44) $ 0.68 $ (1.80) $ 1.37
========== ========= ========== =========
Diluted............................................. $ (1.44) $ 0.64 $ (1.80) $ 1.33
========== ========= ========== =========
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic............................................... 16,358 16,895 16,563 16,743
======== ========= ======== =========
Diluted............................................. 16,358 19,297 16,563 19,165
======== ========= ======== =========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
3
<PAGE> 4
ACTION PERFORMANCE COMPANIES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 2000 AND 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ......................................................... $(29,837) $ 22,998
Adjustments to reconcile net income (loss) to
net cash (used in) provided by operating activities:
Deferred income taxes ................................................ (10,110) --
Restructuring charges ................................................ 15,230 --
Other charges ........................................................ 14,990 --
Depreciation and amortization ........................................ 18,450 16,359
Gain on sale of property and equipment ............................... (176) --
Undistributed earnings to minority shareholders ...................... (5) 961
Change in assets and liabilities, net of businesses acquired:
Accounts receivable .............................................. (49) (16,830)
Inventories ...................................................... 1,779 183
Prepaid royalties ................................................ (6,547) (3,873)
Prepaid expenses and other assets ................................ (756) (1,003)
Accounts payable ................................................. 1,049 3,580
Accrued royalties ................................................ (3,349) 4,723
Accrued expenses and other ....................................... (9,296) 7,326
-------- --------
Net cash (used in) provided by operating activities ......... (8,627) 34,424
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment .................................. (16,769) (19,187)
Proceeds from sale of equipment ...................................... 1,963 155
Acquisition of businesses less cash acquired, and other intangibles.. (3,063) (3,366)
Collection (issuance) of notes receivable ............................ (1,800) 604
-------- --------
Net cash used in investing activities ....................... (19,669) (21,794)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock
upon exercise of stock options .................................... 192 3,823
Payments for treasury stock .......................................... (6,514) --
Payments on long-term debt ........................................... (2,252) (23,799)
Payments on line of credit ........................................... -- (45)
-------- --------
Net cash used in financing activities ....................... (8,574) (20,021)
-------- --------
Effect of exchange rate changes on cash and cash equivalents ......... 257 (300)
-------- --------
Net change in cash and cash equivalents .............................. (36,613) (7,691)
Cash and cash equivalents, beginning of period ....................... 58,523 60,867
-------- --------
Cash and cash equivalents, end of period .................................. $ 21,910 $ 53,176
======== ========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
4
<PAGE> 5
ACTION PERFORMANCE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(1) INTERIM FINANCIAL REPORTING
The accompanying unaudited consolidated financial statements for Action
Performance Companies, Inc. and subsidiaries (the "Company") have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information and the instructions to Form 10-Q. In the
opinion of management, all adjustments necessary to present fairly the financial
position, results of operations and cash flows for the periods presented have
been made. The results of operations for the nine-month period ended June 30,
2000 are not necessarily indicative of the operating results that may be
expected for the entire year ending September 30, 2000. Certain immaterial prior
period amounts have been reclassified to conform to the June 30, 2000
presentation. These financial statements should be read in conjunction with the
Company's Form 10-K and Form 10-K/A for the fiscal year ended September 30,
1999.
(2) SUPPLEMENTAL CASH FLOW INFORMATION
The supplemental cash flow disclosures and non-cash transactions for
the nine-month periods ended June 30, 2000 and 1999 are as follows (in
thousands)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Supplemental disclosures:
Interest paid ............................................ $3,524 4,166
Income taxes paid ........................................ 3,155 7,764
Non-cash transactions:
Debt and liabilities incurred or assumed in acquisitions.. 1,072 4,048
Assets acquired under note ............................... -- 111
</TABLE>
(3) RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") No. 101,
"Revenue Recognition in Financial Statements," which provides additional
guidance in applying generally accepted accounting principles for revenue
recognition to a company's consolidated financial statements. SAB No. 101
addresses several issues, including the timing for recognizing revenue derived
from arrangements that provide for customer acceptance or product installation
after shipment and transfer of title.
The Company is currently evaluating the impact that SAB No. 101 might have
on its revenue recognition policies. However, there will be no impact on its
cash flows from operations as a result of this change. The Company is required
to report the impact of SAB No. 101, as amended by SAB101B, no later than the
fourth fiscal quarter of fiscal year 2001. The effect of the change will be
recognized as a cumulative effect of a change in accounting principle as of
October 1, 2000. Accordingly, the fourth quarter of year 2001 financial results
may be restated to the extent SAB No. 101 is relevant and material. Prior year
financial statements will not be restated.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 133 "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in the Company's contracts)
be recorded in the balance sheet as either an asset or liability measured at
its fair value. The statement requires that changes in the derivative's fair
value be recognized currently in income unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged item in
the statement of income and requires that the company must formally document,
designate and assess the effectiveness of transactions that receive hedge
accounting. SFAS No. 133, as amended by SFAS No. 137 "Accounting for Derivative
Instruments and Hedging Activities Deferral of the Effective Date of FASB
Statement No. 133," shall be effective for all fiscal quarters of all fiscal
years beginning after June 15, 2000. SFAS No. 133 cannot be applied
retroactively. The Company has not yet determined the timing nor method of the
adoption of the statement. However, the Company does not expect that the
adoption of this statement will have a material impact on our financial
position or results of operations.
5
<PAGE> 6
(4) RECENT ACQUISITION
On October 15, 1999, the Company acquired substantially all of the
assets and assumed certain liabilities of Fantasy Sports Enterprises, Inc.
("Fantasy Sports") for approximately $3.1 million in cash. Fantasy Sports
operates Fantasy Cup Auto Racing through its Web site at www.fantasycup.com. In
connection with the acquisition, the Company recorded goodwill of approximately
$4.0 million, which has been amortized straight-line over a 15 year life. This
transaction was accounted for as a purchase. In connection with the
reorganization discussed at Footnote 6, the Company intends to sell Fantasy
Sports and currently estimates the proceeds will approximate the Company's
investment therein.
The following table sets forth the unaudited pro forma income statement
data of the Company for the nine-month period ended June 30, 2000, and June 30,
1999, giving effect to the acquisition of Fantasy Sports as if it had occurred
on October 1, 1998, using the purchase method of accounting for business
combinations. The unaudited pro forma income statement data presented herein
does not purport to represent what the Company's actual results of operations
would have been had the acquisition occurred on that date or to project the
Company's results of operations for any future period.
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE NINE MONTHS ENDED FOR THE NINE MONTHS ENDED
------------------------- -------------------------
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
<S> <C> <C>
Net sales ................................... $ 198,905 $ 252,018
Net income (loss) ........................... (29,848) 22,798
Net income (loss) per common share, basic.... $ (1.80) $ 1.36
Net income (loss) per common share, diluted.. $ (1.80) $ 1.33
</TABLE>
The pro forma results of operations for the nine-month period ended
June 30, 2000 and June 30, 1999 reflect the amortization of goodwill and other
intangibles arising from the acquisition described above and include additional
interest expense associated with any financing related to the acquisition.
(5) SEGMENT REPORTING
The Company has two reportable segments based on geographic points of
distribution: Domestic and Foreign. The Company's reportable segments are based
on operating divisions operating geographically within the continental United
States as "Domestic" and abroad as "Foreign." The Company evaluates performance
and allocates resources based on segment profits. Segment profits are comprised
of segment net revenues less cost of goods sold and selling, general and
administrative expenses. Excluded from segment profits, however, are
non-recurring costs, interest income, and interest expense. Financial
information for the Company's reportable segments and reconciliation of such
information to the Company's financial statements is as follows:
<TABLE>
<CAPTION>
Domestic Foreign Total
-------- ------- -----
<S> <C> <C> <C>
FOR THE NINE MONTHS ENDED JUNE 30, 2000 (IN THOUSANDS)
Collectibles ....................................... $ 94,810 $ 14,971 $ 109,781
Apparel and souvenirs .............................. 75,607 8,137 83,744
Other .............................................. 5,233 147 5,380
--------- --------- ---------
Total segment revenue ............................. 175,650 23,255 198,905
Segment profit (loss) ............................. (37,466) 930 (36,536)
Depreciation & amortization included
in segment profit (loss) ........................ 24,049 1,964 26,013
FOR THE NINE MONTHS ENDED JUNE 30, 1999 (IN THOUSANDS)
Collectibles ....................................... $ 133,568 $ 22,545 $ 156,113
Apparel and souvenirs .............................. 85,087 4,776 89,863
Other .............................................. 5,612 430 6,042
--------- --------- ---------
Total segment revenue ............................. 224,267 27,751 252,018
Segment profit .................................... 37,895 5,133 43,028
Depreciation & amortization included
in segment profit ............................... 15,975 384 16,359
</TABLE>
6
<PAGE> 7
Reconciliation of segment profit (loss) to consolidated income (loss) before
taxes, is as follows: (in thousands)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
FOR THE NINE MONTHS ENDED JUNE 30,
Segment profits (loss) .................. $(36,536) $ 43,028
Total other income (expense), net ....... (5,066) (4,698)
-------- --------
Consolidated income (loss) before taxes.. $(41,602) $ 38,330
======== ========
</TABLE>
(6) RESTRUCTURING AND OTHER CHARGES
In the third quarter of fiscal 2000, the Company recorded restructuring charges
of approximately $15.2 million arising from its investment in goracing.com. The
charges include provision for the write-off of goodwill, endorsements and
sponsorship commitments, and employee severance and termination costs.
In addition to the goracing.com restructuring charge, the Company recorded other
charges totaling approximately $15.0 million in the quarter ended June 30, 2000.
These charges are comprised of a $2.6 million inventory write-down associated
with the strategic decision to withdraw from the market for certain die-cast
products in order to preserve the after-market value of die-cast collectibles; a
$2.5 million write-down of excess apparel inventories primarily based on
anticipated sponsorship, driver and marketing changes that will reduce the value
of merchandise; a $3.0 million provision for fiscal year 2000 vendor discounts
that were anticipated but which the Company will not receive due to lower than
anticipated volumes: approximately $5.9 million in other asset impairments; and
approximately $1.0 million write-off of an equity investment in a motorsports
company that filed for dissolution during the quarter.
In determining the amounts of these restructuring and other charges, the Company
estimated other charges based on currently available information. The Company
expects to have an additional charge of approximately $0.6 million in the fourth
quarter related to severance packages for approximately 55 employee
terminations, which were announced in July and August 2000. Future events or
circumstances could impact these estimates and result in additional write-offs.
7
<PAGE> 8
A summary of the $15.2 million restructuring charges and $15.0 million other
charges reflected in the accompanying statement of operations as of June 30,
2000, is as follows:
<TABLE>
<CAPTION>
Amount Inclusion in accompanying
(in millions) Statement of Operations
------------- -----------------------
Non-cash charges:
Restructuring
<S> <C> <C>
Accounts receivable and prepaids ........ $ 1.5 Selling general and administrative
Other ................................... 0.3 Selling general and administrative
Goodwill and intangibles ................ 7.6 Amortization of goodwill and intangibles
-----
9.4
Other charges
Inventory write-downs ................... 5.1 Cost of sales
Vendor discounts ........................ 3.0 Cost of sales
Accounts receivable and prepaids ........ 4.2 Selling general and administrative
Other assets ............................ 1.7 Selling general and administrative
Equity investments ...................... 1.0 Other income/expense
-----
15.0
Cash charges:
Restructuring
Professional fees ........................ 0.8 Selling general and administrative
Employee severance and termination costs.. 0.7 Selling general and administrative
Endorsements and sponsorships ............ 4.3 Other non-recurring charges
-----
5.8
-----
$30.2
=====
</TABLE>
Accrued amounts on the accompanying balance sheets at June 30, 2000 are as
follows:
<TABLE>
<CAPTION>
Initial Payments Remaining
Accrual to Date Accrual
------- ------- -------
<S> <C> <C> <C>
Employee severance charges .... $0.7 $0.4 $0.3
Endorsements and sponsorships.. 4.3 1.6 2.7
Professional fees ............. 0.8 0.3 0.5
---- ---- ----
$5.8 $2.3 $3.5
==== ==== ====
</TABLE>
(7) COMMITMENTS AND CONTINGENCIES
The Company is a defendant in various lawsuits, including a securities
class action lawsuit filed in November 1999. See "Managements Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and Part II, Item 1, "Legal Proceedings." The Company also is
subject to certain asserted and unasserted claims encountered in the normal
course of business. The Company believes that the resolution of these matters
will not have a material adverse effect on the Company's financial position or
results of operations.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
We design and market licensed motorsports products, including die-cast
scaled replicas of motorsports vehicles, apparel, and souvenirs. We also develop
promotional programs for sponsors of motorsports that feature our die-cast
replicas or other products and that are intended to increase brand awareness of
the products or services of the corporate sponsors. Third parties manufacture
all of our motorsports collectibles and most of our apparel and souvenirs,
generally utilizing our designs, tools, and dies. We screen print and embroider
a portion of the licensed motorsports apparel that we sell.
We were incorporated in Arizona in May 1992 and began marketing
die-cast collectibles in July 1992. Since our incorporation, we completed a
number of acquisitions that expanded our product offerings and distribution
channels. These transactions included the acquisitions of (a) our licensed
motorsports apparel and souvenir business, including the "Chase" branded apparel
line; (b) our trackside sales operations; (c) a manufacturer and marketer of
licensed motorsports apparel through mass-merchandise markets; (d) the "Revell"
branded line of die-cast collectibles; (e) the leading European marketer and
distributor of licensed die-cast replicas of Formula One, GT, and production
cars; and (f) our "goracing.com" Internet operations.
In connection with these and other transactions, we secured a number
of exclusive license agreements with race car drivers, team owners, and others,
including the following:
- NASCAR Winston Cup champions Dale Earnhardt, Jeff Gordon, Dale Jarrett,
and Rusty Wallace as well as other popular Nascar drivers;
- NASCAR team owners Robert Yates Racing, Richard Childress Racing
Enterprises, Joe Gibbs Racing, and Dale Earnhardt, Inc.;
- National Hot Rod Association champions John Force and Kenny Bernstein;
- Formula One teams McLaren International Limited, Williams Grand Prix,
and Benneton Formula Ltd.; and
- Sanctioning bodies, including NASCAR, CART, World of Outlaws, and World
Superbike.
We market our products to approximately 11,500 specialty retailers
throughout the world either directly or through our wholesale distributor
network; to motorsports enthusiasts directly through our Racing Collectibles
Club of America, or "Collectors' Club;" and through mobile trackside souvenir
stores, promotional programs for corporate sponsors, and fan clubs. We also
distribute certain of our products to mass retailers through our in-house sales
force and wholesale distributors. In addition, we have a license agreement with
Hasbro, Inc., a multi-billion dollar toy and game manufacturer, covering the
exclusive sale by Hasbro of a line of motorsports-related products in the
mass-merchandise market.
In October 1999 we commenced the "goracing.com" operations. goracing
provided motorsports related news and information and served as an online
meeting place and community for motorsports fans and an extensive e-commerce
marketplace for motorsports-related die-cast collectibles, apparel and
souvenirs. In May 2000 we exited the goracing internet business. The goracing
website now serves only as a portal for electronic commerce for our Collectors'
Club.
9
<PAGE> 10
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage of
total revenue represented by certain expense and revenue items.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
------------------ --------------------
2000 1999 2000 1999
---- ---- ---- ----
Sales:
<S> <C> <C> <C> <C>
Collectibles ..................................... 55.8% 62.8% 55.2% 61.9%
Apparel and souvenir ............................. 42.0 35.0 42.1 35.7
Other ............................................. 2.2 2.2 2.7 2.4
----- ----- ----- -----
Net sales ...................................... 100.0 100.0 100.0 100.0
Cost of sales .................................... 80.3 59.8 73.3 61.7
----- ----- ----- -----
Gross profit .................................... 19.7 40.2 26.7 38.3
Selling, general and administrative expenses ..... 38.3 18.0 35.0 19.4
Other non-recurring charges ...................... 5.6 0.0 3.3 0.0
Amortization of goodwill and other intangibles ... 12.1 1.6 6.8 1.8
----- ----- ----- -----
Income (loss) from operations ................... (36.3) 20.6 (18.4) 17.1
Minority interest in earnings .................... (0.0) (0.6) (0.1) 0.5)
Interest income (expense) and other, net ......... (3.6) (1.0) (2.4) (1.4)
----- ----- ----- -----
Income (loss) before provision for income taxes.. (39.9) 19.0 (20.9) 15.2
Provision for (benefit from) income taxes ........ (8.9) 7.6 (5.9) 6.1
----- ----- ----- -----
Net income (loss) .................................. (31.0)% 11.4% (15.0)% 9.1%
===== ==== ===== ===
</TABLE>
In the third quarter of fiscal 2000, we recorded restructuring charges of
approximately $15.2 million arising from our investment in goracing.com. The
charges include provision for the write-off of goodwill, endorsements and
sponsorship commitments, and employee severance and termination costs.
In addition to the goracing.com restructuring charge, we recorded other charges
totaling approximately $15.0 million in the quarter ended June 30, 2000. These
charges are comprised of a $2.6 million inventory write-down associated with the
strategic decision to withdraw from the market certain die-cast products in
order to preserve the after-market value of die-cast collectibles; a $2.5
million write-down for excess apparel inventories primarily based on anticipated
sponsorship, driver and marketing changes that will reduce the value of
merchandise; a $3.0 million provision for fiscal year 2000 vendor discounts that
were anticipated but which we will not receive due to lower than anticipated
volumes: approximately $5.9 million in other asset impairments; and
approximately $1.0 million write-off of an equity investment in a motorsports
company that filed for dissolution during the quarter.
In determining the amounts of these restructuring and other charges, we have
made estimates based on currently available information. We expect to have an
additional charge of approximately $0.6 million in the fourth quarter related
to severance packages for approximately 55 employee terminations, which were
announced in July and August 2000. Future events or circumstances could impact
these estimates and result in additional write-offs.
10
<PAGE> 11
A summary of the $15.2 million restructuring charges and $15.0 million other
charges reflected in the accompanying statement of operations as of June 30,
2000, is as follows:
<TABLE>
<CAPTION>
Amount Inclusion in accompanying
(in millions) Statement of Operations
------------- -----------------------
<S> <C> <C>
Non-cash charges:
Restructuring
Accounts receivable and prepaids ......... $ 1.5 Selling general and administrative
Other .................................... 0.3 Selling general and administrative
Goodwill and intangibles ................. 7.6 Amortization of goodwill and intangibles
-----
9.4
Other charges
Inventory write-downs .................... 5.1 Cost of sales
Vendor discounts ......................... 3.0 Cost of sales
Accounts receivable and prepaids ......... 4.2 Selling general and administrative
Other assets ............................. 1.7 Selling general and administrative
Equity investments ....................... 1.0 Other income/expense
-----
15.0
Cash charges:
Restructuring
Professional fees ........................ 0.8 Selling general and administrative
Employee severance and termination costs.. 0.7 Selling general and administrative
Endorsements and sponsorships ............ 4.3 Other non-recurring charges
-----
5.8
-----
$30.2
=====
</TABLE>
Accrued amounts on the accompanying balance sheets at June 30, 2000 are as
follows:
<TABLE>
<CAPTION>
Initial Payments Remaining
Accrual to Date Accrual
------- ------- -------
<S> <C> <C> <C>
Employee severance charges .... $0.7 $0.4 $0.3
Endorsements and sponsorships.. 4.3 1.6 2.7
Professional fees ............. 0.8 0.3 0.5
---- ---- ----
$5.8 $2.3 $3.5
==== ==== ====
</TABLE>
THREE MONTHS ENDED JUNE 30, 2000 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1999
Net sales decreased 25.1% to $76.1 million for the three months ended
June 30, 2000 from $101.5 million for the three months ended June 30, 1999. The
decrease in sales during the third quarter of fiscal 2000 was primarily related
to management changes made in the first fiscal quarter, which significantly
delayed development and implementation of marketing and promotional programs for
fiscal 2000. As a result, sales associated with marketing and promotional
programs, particularly die-cast sales, recorded in the third quarter of fiscal
2000 declined as compared with sales recorded in the third quarter of fiscal
1999.
Gross profit decreased to $15.0 million in the third quarter of fiscal
2000 from $40.8 million in the third quarter of fiscal 1999, representing 19.7%
and 40.2% of net sales, respectively. The decrease in gross profit as a
percentage of net sales resulted primarily from (a) charges for inventory
write-downs of approximately $5.1 million and vendor discounts of approximately
$3.0 million, as noted above, and (b) decreased sales of die-cast collectibles
products, which typically provide higher margins than sales of our apparel and
souvenir products, and (c) sales of older die-cast inventories at reduced
margins. Sales of die-cast collectibles decreased to 55.8% of net sales in the
three months ended June 30, 2000 from 62.8% for the three-month period ended
June 30, 1999, primarily as a result of decreased marketing and promotional
sales, as described above.
Selling, general and administrative expenses increased to $29.1 million
in the three-month period ended June 30, 2000 from $18.3 million in the
three-month period ended June 30, 1999, representing 38.3% and 18.0% of net
11
<PAGE> 12
sales, respectively. The increase in such expenses as a percentage of sales
resulted primarily from the restructuring charges for endorsements and
sponsorships of approximately $4.3 million, and other impaired assets of
approximately $7.7 million as noted above, over a smaller sales base.
Amortization of goodwill and other intangibles increased to $9.2
million for the three-month period ended June 30, 2000 from $1.6 million for the
three-month period ended June 30, 1999. The increase is related to the write-off
of goodwill and intangibles of approximately $7.6 million associated with
goracing.com.
The change in interest income (expense) and other, net, was primarily
attributable to the $1.0 million write-off of our equity investment in a
motorsport company that filed for dissolution in the third quarter of fiscal
2000.
NINE MONTHS ENDED JUNE 30, 2000 COMPARED WITH NINE MONTHS ENDED JUNE 30, 1999
Net sales decreased 21.1% to $198.9 million for the nine months ended
June 30, 2000 from $252.0 million for the nine months ended June 30, 1999. We
attribute the decrease in sales primarily to management changes made in the
first quarter, which significantly delayed development and implementation of
marketing and promotional programs for fiscal 2000, particularly die-cast sales.
As a result, sales associated with marketing and promotional programs recorded
in the first nine months of fiscal 2000 declined as compared with other
promotional sales recorded in the first nine months of fiscal 1999. We also
experienced delayed orders in our Collectors' Club during the first quarter of
fiscal 2000 as a result of unforeseen system conversion problems in December
1999.
Gross profit decreased to $53.1 million in the nine months ended June
30, 2000 from $96.6 million in the nine months ended June 30, 1999, representing
26.7% and 38.3% of net sales, respectively. The decrease in gross profit as a
percentage of net sales resulted from (a) charges for inventory write-downs of
approximately $5.1 million and vendor discounts of approximately $3.0 million,
as noted above, (b) the impact of fixed tooling charges over a smaller base of
sales, (c) decreased sales of die-cast collectibles products, which typically
provide higher margins than sales of our apparel and souvenir products, and (d)
sales of older die-cast inventories at reduced margins. Sales of die-cast
collectibles decreased to 55.2% of net sales in the nine months ended June 30,
2000 from 61.9% for the nine-month period ended June 30, 1999, primarily as a
result of decreased marketing and promotional programs, as described above.
Selling, general and administrative expenses increased to $69.6 million
in the nine-month period ended June 30, 2000 from $48.9 million in the
nine-month period ended June 30, 1999, representing 35.0% and 19.4% of net
sales, respectively. The increase in such expenses as a percentage of sales
resulted primarily from the restructuring charges for endorsements and
sponsorships of approximately $4.3 million, and impaired assets of approximately
$7.7 million as noted above, over a smaller sales base.
In addition to the $15.1 million in non-recurring charges discussed
above, we recognized other non-recurring charges of approximately $2.2 million
during the nine months ended June 30, 2000. These non-recurring charges included
amounts related to the write-off of deferred offering costs and termination
benefits for certain employees of goracing.com.
Amortization of goodwill and other intangibles increased to $13.4
million for the nine-month period ended June 30, 2000 from $4.6 million for the
nine-month period ended June 30, 1999. The increase in amortization of goodwill
and other intangibles is related to (a) the write-off of goodwill and
intangibles of approximately $7.6 million associated with goracing.com, and (b)
amortization resulting from our acquisition of Fantasy Sports in October of the
current fiscal year.
The change in interest income (expense) and other, net, was primarily
attributable to a decrease in interest expense of approximately $350,000 related
to the retirement of $20.0 million of term notes in January 1999, decreased
interest income due to lower cash balances, the gain on the disposition of
property and equipment related to goracing.com, and the $1.0 million write-off
of our equity investment in a motorsports company that filed for dissolution
during the third quarter of fiscal 2000.
GORACING.COM INTERNET OPERATIONS
As of March 28, 2000, we signed a series of agreements that we believe
will reduce the future operating expenses and cash flow requirements of our
internet subsidiary, goracing.com, inc. Under the terms of the agreements, a
third-party professional services firm assumed responsibility for all
long-term lease obligations related to goracing.com's infrastructure, including
its physical facility and all related computer equipment. goracing.com will
retain usage of those portions of the building necessary for it to continue its
operations and will
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<PAGE> 13
obtain third-party hosting services for all of its Internet activities. As part
of the agreements, we received proceeds of approximately $2.0 million and
recognized an immaterial gain from the disposition of property and equipment.
As discussed above (Results of Operations), in the fiscal third quarter
of 2000, we recorded restructuring charges of approximately $15.2 million
related to our decision to exit the goracing.com internet business operation.
PRO FORMA RESULTS OF OPERATIONS
On October 15, 1999 we acquired substantially all of the assets and
assumed certain liabilities of Fantasy Sports for approximately $3.1 million in
cash. We recorded goodwill of approximately $4.0 million. The following table
sets forth the unaudited pro forma income statement data for the nine-month
period ended June 30, 2000, and June 30, 1999, giving effect to the acquisition
of Fantasy Sports as if it had occurred on October 1, 1998, using the purchase
method of accounting for business combinations. The unaudited pro forma income
statement data presented herein does not purport to represent what our actual
results of operations would have been had the acquisition occurred on that date
or to project our results of operations for any future period.
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE NINE MONTHS ENDED FOR THE NINE MONTHS ENDED
------------------------- -------------------------
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
<S> <C> <C>
Net sales ................................... $ 198,905 $ 252,018
Net income (loss) ........................... (29,848) 22,798
Net income (loss) per common share, basic ... $ (1.80) $ 1.36
Net income (loss) per common share, diluted.. $ (1.80) $ 1.19
</TABLE>
The pro forma results of operations for the nine-month period ended
June 30, 2000 and June 30, 1999 reflect the amortization of goodwill and other
intangibles arising from the acquisition described above and include additional
interest expense associated with any financing related to the acquisition.
SEASONALITY
Because the auto racing season is concentrated between the months of
February and November, the second and third calendar quarters of each year (our
third and fourth fiscal quarters) generally are characterized by higher sales of
motorsports products.
LIQUIDITY AND CAPITAL RESOURCES
Our working capital position decreased to $86.0 million at June 30,
2000 from $107.8 million at September 30, 1999. The decrease of $21.8 million is
primarily attributable to cash used in operations, cash used to repurchase our
common stock, our acquisition of Fantasy Sports and capital expenditures.
Capital expenditures for the nine-month period ended June 30, 2000
totaled approximately $17.0 million, of which we used approximately $12.4
million for our continued investment in tooling, and approximately $3.9 million
expenditures for our investment in goracing.com. We will not incur additional
capital expenditures for goracing.com, but anticipate similar tooling
expenditures in the future.
During the nine-month period ended June 30, 2000, we issued 29,543
shares of common stock upon the exercise of stock options.
On August 5, 1998, we entered into an amended and restated credit
agreement with First Union National Bank ("First Union"). The Credit Facility
consists of a revolving line of credit for up to $20.0 million, which includes
up to $5.0 million for standby letters of credit (the "Line of Credit"), and a
$30.0 million letter of credit/bankers' acceptance facility. We did not have any
outstanding borrowings under the Line of Credit as of June 30, 2000. We had
outstanding purchase commitments of approximately $9.1 million and $8.8 million
under the letter of credit/bankers' acceptance facility as of June 30, 2000 and
1999, respectively. The Line of Credit bears interest, at our option, at a rate
equal to (i) the Alternate Base Rate (as defined below) plus an applicable
margin as defined in the credit agreement or (ii) LIBOR plus an applicable
margin as defined in the credit agreement. The "Alternate Base Rate" under the
Line of Credit is the greater of (a) the bank's publicly announced prime rate or
(b) the Federal Funds Effective Rate (as defined) plus 0.5%.
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<PAGE> 14
Our credit facility agreements contain certain provisions that, among
other things, require our company to comply with certain financial ratios and
net worth requirements and that will limit the ability of our company and our
subsidiaries to incur additional indebtedness, pay dividends, sell assets, or
engage in certain mergers or acquisitions. As of June 30, 2000, we were in
violation of certain credit facility covenants. On August 14, 2000 we and First
Union entered into an amendment of the credit facility under which the line of
credit facility was reduced to $5 million and the letter of credit, bankers'
acceptance facility was reduced to $10 million. The amendment also converted our
line of credit facility from an unsecured credit facility to a credit facility
secured by substantially all of our personal property including our current
assets, equipment, intellectual property, and proceeds under certain conditions
from any disposition of assets. The amendment provides for a waiver of the June
30, 2000 covenant violations and will terminate the credit facility as of
September 30, 2000. We have entered into discussions with other financial
institutions as well as First Union with respect to credit facilities after
September 30, 2000. We believe that the amounts available under the amended
facility are adequate for our needs through September 30, 2000. However, no
assurances can be given that an extension of the facility can be negotiated with
First Union or that a credit facility can be negotiated with another financial
institution. If an additional facility cannot be negotiated, we believe that we
will have adequate liquidity for the next 12 months through cash balances,
operating cash flow, asset sales, and through modifying payment terms with
certain vendors overseas.
As of March 28, 2000, we had executed operating leases totaling
approximately $7.2 million for the purpose of acquiring equipment for
goracing.com. On March 28, 2000, we signed a series of agreements whereby a
third-party assumed responsibility for all long-term lease obligations related
to goracing.com's infrastructure, including its physical facility and all
related computer equipment. We remain the guarantor under the terms of the
original agreement.
We are a defendant in various lawsuits, including a securities class
action lawsuit filed in November 1999. See Part II, Item 1, "Legal Proceedings."
We have agreed to settle one lawsuit and we recorded a non-recurring pretax
charge of $3.6 million in the fourth quarter of fiscal 1999 to reflect the
financial terms of the proposed settlement, as well as legal and other expenses
related to the lawsuit and proposed settlement. The final settlement will be
subject to the negotiation and execution of definitive settlement agreements, as
well as court approval. We have not made any provisions in our financial
statements with respect to the securities class action lawsuit we are defending.
The imposition of any additional damages in the lawsuit we have agreed to settle
or the imposition of damages in the securities class action lawsuit could have a
material adverse effect on our results of operations and financial position. We
are also subject to certain asserted and unasserted claims encountered in the
normal course of business. We believe that the resolution of these matters will
not have a material adverse affect on our financial position or results of
operations; however, imposition of damages to that extent could still occur.
We believe that our current cash resources, funding through the
existing or new credit facility, and expected cash flow from operations will be
sufficient to fund our capital needs during the next 12 months at our current
level of operations, apart from capital needs resulting from additional
acquisitions. We may be required to obtain additional capital to fund our
planned growth during the next 12 months and beyond. Potential sources of any
such capital may include the proceeds from the exercise of outstanding options,
bank financing, strategic alliances, and additional offerings of our equity or
debt securities. There can be no assurance that such capital will be available
from these or other potential sources, and the lack of such capital could have a
material adverse effect on our business.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements, including statements
regarding our business strategies, our business, and the industry in which we
operate. These forward-looking statements are based primarily on our
expectations and are subject to a number of risks and uncertainties, some of
which are beyond our control. Actual results could differ materially from the
forward-looking statements as a result of numerous factors, including those set
forth in our Form 10-K and Form 10-K/A for the year ended September 30, 1999, as
filed with the Securities and Exchange Commission.
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<PAGE> 15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk is limited to interest rate risk associated
with our credit instruments and foreign currency exchange rate risk associated
with our foreign operations. We do not currently use and we have not
historically used derivative financial instruments to manage or reduce market
risk.
At June 30, 2000, we had $100 million outstanding under our convertible
subordinated notes at an interest rate of 4.75%, and approximately $8.6 million
of debt outstanding at various rates and terms, principally under promissory
notes and capital leases. Interest rates on these credit instruments are fixed
and comparable to, or below, current market rates.
The functional currency for our foreign operations is the Deutschmark
and British pound sterling. As such, changes in exchange rates between those
currencies and the U.S. dollar could adversely affect our future earnings. Given
the level of income we currently derive from our foreign operations, we consider
this exposure to be minimal. A 10% change in exchange rates would not have a
significant impact on our future earnings.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On November 30, 1999, a class action lawsuit was filed against
our company in the United States District Court for the District
of Arizona, case No. CIV'99 2106 PHXROS. Fred W. Wagenhals and
Tod J. Wagenhals, directors and officers of our company, and
Christopher S. Besing, a former director and officer of our
company, also were named as defendants. The lawsuit alleges that
our company and the other defendants violated the Securities
Exchange Act of 1934 by (a) making allegedly false statements
about the state of our business and shipment of certain products
to a customer, or (b) participating in a fraudulent scheme that
was intended to inflate the price of our common stock. The
alleged class of plaintiffs consists of all persons who
purchased our publicly traded securities between July 27, 1999
and November 4, 1999. The plaintiffs are requesting an
unspecified amount of monetary damages. After the first
complaint was filed, five other substantially similar complaints
were filed against our company and the other defendants alleging
nearly identical allegations and causes of action. The court has
consolidated all of the cases and has appointed a lead plaintiff
group and lead counsel. The plaintiffs have announced that the
purported class period will be extended through and including
December 16, 1999. No trial date or other schedule has been set.
We intend to vigorously defend this lawsuit.
ITEM 2. CHANGES IN SECURITIES
Not applicable
ITEM 3. DEFAULTS UPON SECURITIES
Not applicable
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
On July 31, 2000, David H. Husband was appointed Chief Operating
Officer
On August 3, 2000 R. David Martin was appointed Chief Financial
Officer
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11.1 Computation of Basic Earnings Per Share
11.2 Computation of Diluted Earnings Per Share
27 Financial Data Schedule
(b) Reports on Form 8-K
Not applicable
15
<PAGE> 16
SIGNATURES
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, thereunto duly authorized.
ACTION PERFORMANCE COMPANIES, INC.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Fred W. Wagenhals Chairman of the Board, President, and August 14, 2000
------------------------ Chief Executive Officer
Fred W. Wagenhals (Principal Executive Officer)
/s/ R. David Martin Chief Financial Officer August 14, 2000
------------------------ (Principal Financial and Accounting Officer)
R. David Martin
/s/ David A. Husband Chief Operating Officer August 14, 2000
------------------------ (Principal Operating Officer)
David A. Husband
</TABLE>
16
<PAGE> 17
Index to Exhibits
-------------------------------------
11.2 Computation of Basic Earnings Per
Share
11.2 Computation of Diluted Earnings Per
Share
27 Financial Data Schedule
