-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IApJs1eEfIl6FHDDMNo33AFSGHZRwFF2xKM40S97iF10S3/SqYJW+ZitPV6BXn7O 6lAkcruE1lhAcpfZr12Fkg== 0000950147-97-000008.txt : 19970114 0000950147-97-000008.hdr.sgml : 19970114 ACCESSION NUMBER: 0000950147-97-000008 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961107 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTION PERFORMANCE COMPANIES INC CENTRAL INDEX KEY: 0000892147 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 860704792 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21630 FILM NUMBER: 97504632 BUSINESS ADDRESS: STREET 1: 2401 W 1ST ST STREET 2: STE 130 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6028940100 MAIL ADDRESS: STREET 1: 2401 W 1ST STREET CITY: TEMPE STATE: AZ ZIP: 85281 8-K/A 1 FORM 8-K/A 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 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 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 SPORTS IMAGE, INC. BALANCE SHEETS
December 31, November 7, 1995 1996 ------------ ----------- ASSETS 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 ============ ===========
The accompanying notes are an integral part of these balance sheets. 4 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 SPORTS IMAGE, INC. STATEMENTS OF SHAREHOLDERS' EQUITY
Common Stock ------------------------- Shares Retained Issued Amount Earnings Total -------- -------- ---------- ------------ 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 ======== ======== ========== ============
The accompanying notes are an integral part of these statements. 6 SPORTS IMAGE, INC. STATEMENTS OF CASH FLOWS
Period from January 1, Year Ended 1996 to December 31, November 7, 1995 1996 --------------- -------------- 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 ================= ==============
The accompanying notes are an integral part of these statements. 7 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 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 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 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 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 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 ACTION PERFORMANCE COMPANIES, INC. UNAUDITED PRO FORMA COMBINED BALANCE SHEET As of September 30, 1996 (In thousands)
Action Performance Sports Total Pro Forma Pro Forma Companies, Inc. Image, Inc.(1) Combined Adjustments Combined --------------- -------------- -------- ----------- -------- ASSETS ------ 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 ============== =========== ========== =========== =========
- -------------------- (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 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)
Action Adjusted Performance Sports Total Pro Forma Pro Forma Companies, Inc. Image, Inc. Combined Adjustments Combined --------------- ----------- -------- ----------- ------------ 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 ============
- ----------------- (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 (c) Exhibits.
Exhibit No. Description of Exhibit - ----------- ---------------------- 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.
16 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 EX-23.1 2 CONSENT OF INDEPENDANT PUBLIC ACCOUNTANTS 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. -----END PRIVACY-ENHANCED MESSAGE-----