10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005

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.)

1480 South Hohokam Drive
Tempe, AZ 85281

(Address, including zip code, of principal executive offices)

(602) 337-3700

(Registrant’s telephone number, including area code)

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 þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

CLASS	OUTSTANDING AT APRIL 22, 2005
Common Stock, $0.01 Par Value	18,573,805 Shares

TABLE OF CONTENTS

PART I- FINANCIAL INFORMATION
	ITEM 1. Financial Statements
	ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
	ITEM 4. Controls and Procedures
PART II — OTHER INFORMATION
	ITEM 1. Legal Proceedings
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
	ITEM 3. Defaults Upon Senior Securities
	ITEM 4. Submissions of Matters to a Vote of Security Holders
	ITEM 5. Other Information
	ITEM 6. Exhibits
SIGNATURES
EXHIBIT 10.78
EXHIBIT 10.79
EXHIBIT 10.80
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2
EXHIBIT 99.1

PART I- FINANCIAL INFORMATION

ITEM 1. Financial Statements

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ACTION PERFORMANCE COMPANIES, INC.
Unaudited Condensed Consolidated Balance Sheets
March 31, 2005 and September 30, 2004
(in thousands, except per share data)

	March 31,			September 30,
	2005			2004
ASSETS
Current Assets:
Cash and cash equivalents	$	6,414		$	12,580
Accounts receivable, net		39,444			51,769
Inventories		56,095			56,947
Prepaid royalties		6,126			2,834
Taxes receivable		3,908			2,126
Deferred income taxes		8,772			8,766
Prepaid expenses and other		4,159			5,920
Total current assets		124,918			140,942
Long-Term Assets:
Property and equipment, net		63,072			64,878
Goodwill		89,399			88,653
Licenses and other intangibles, net		58,549			56,614
Other		2,885			3,196
Total long-term assets		213,905			213,341
	$	338,823		$	354,283
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	17,455		$	28,778
Accrued royalties		9,981			10,702
Accrued expenses		6,476			8,757
Taxes payable		2,277			1,742
Line-of-credit and term loans		13,343			—
Current portion of long-term debt		395			4,009
Total current liabilities		49,927			53,988
Long-Term Liabilities:
Long-term debt		4,279			11,882
Deferred income taxes		26,402			24,979
Other		260			298
Total long-term liabilities		30,941			37,159
Commitments and Contingencies
Minority Interests		2,301			2,509
Shareholders’ Equity:
Common stock, $.01 par value, 62,500 shares authorized, 18,764 and 18,560 shares issued		188			186
Additional paid-in capital		160,000			158,429
Treasury stock, at cost, 190 and 190 shares		(3,999	)		(3,999	)
Accumulated other comprehensive loss		(625	)		(1,456	)
Retained earnings		100,090			107,467
Total shareholders’ equity		255,654			260,627
	$	338,823		$	354,283

The accompanying notes are an integral part of these consolidated financial statements.

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ACTION PERFORMANCE COMPANIES, INC.
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income
Three and Six Months Ended March 31, 2005 and 2004
(in thousands, except per share data)

	Three Months Ended						Six Months Ended
	2005			2004			2005			2004
Net sales	$	75,326		$	83,596		$	151,380		$	154,803
Cost of sales		55,098			59,434			114,700			113,685
Gross profit		20,228			24,162			36,680			41,118
Operating expenses:
Selling, general, and administrative		20,652			20,377			43,553			40,283
Amortization of licenses and other intangibles		879			943			1,757			1,884
Total operating expenses		21,531			21,320			45,310			42,167
Income (loss) from operations		(1,303	)		2,842			(8,630	)		(1,049	)
Interest expense		(396	)		(471	)		(697	)		(902	)
Foreign exchange gains (losses)		(871	)		(256	)		908			1,153
Earnings from joint venture		109			198			402			762
Other income		56			46			81			112
Other expense		(456	)		(288	)		(725	)		(746	)
Total other income (expense)		(1,558	)		(771	)		(31	)		379
Income (loss) before income taxes		(2,861	)		2,071			(8,661	)		(670	)
Income taxes		54			783			(2,208	)		(253	)
Net income (loss)		(2,915	)		1,288			(6,453	)		(417	)
Other comprehensive income (loss)		(1,587	)		(591	)		831			814
Comprehensive income (loss)	$	(4,502	)	$	697		$	(5,622	)	$	397
Earnings (Loss) Per Common Share:
Basic	$	(0.16	)	$	0.07		$	(0.35	)	$	(0.02	)
Diluted	$	(0.16	)	$	0.07		$	(0.35	)	$	(0.02	)
Cash dividends declared, per common share	$	—		$	0.05		$	0.05		$	0.10

The accompanying notes are an integral part of these consolidated financial statements.

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ACTION PERFORMANCE COMPANIES, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
Six Months Ended March 31, 2005 and 2004
(in thousands)

	Six Months Ended March 31,
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,453	)	$	(417	)
Adjustments to reconcile net loss to cash provided by operating activities-
Depreciation and amortization		16,258			14,713
Provision for doubtful accounts		2,897			572
Other		457			40
Changes in assets and liabilities, net of businesses acquired and disposed-
Accounts receivable		9,518			16,779
Accounts payable and accrued expenses		(9,525	)		(6,276	)
Taxes payable and receivable, net		(1,306	)		(4,934	)
Inventories		1,003			(12,144	)
Prepaid royalties and accrued royalties		(4,029	)		(3,320	)
Other		1,140			(2,080	)
Net cash provided by operating activities		9,960			2,933
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net		(14,698	)		(13,443	)
Acquisition of businesses and intangibles, net of costs		(2,051	)		(2,439	)
Other		450			503
Net cash used in investing activities		(16,299	)		(15,379	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) under line-of-credit		4,091			—
Long-term debt repayments		(2,287	)		(403	)
Dividends paid — common shareholders		(1,842	)		(1,829	)
Dividends paid — minority interest shareholders		(847	)		(1,149	)
Stock option and other exercise proceeds		918			145
Net cash provided by (used in) financing activities		33			(3,236	)
Effect of exchange rates on cash and cash equivalents		140			180
Net change in cash and cash equivalents		(6,166	)		(15,502	)
Cash and cash equivalents, beginning of period		12,580			49,462
Cash and cash equivalents, end of period	$	6,414		$	33,960
Supplemental Disclosures:
Interest paid	$	517		$	861
Income taxes paid (refunded), net		(1,425	)		4,225

The accompanying notes are an integral part of these consolidated financial statements.

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ACTION PERFORMANCE COMPANIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

INTERIM FINANCIAL REPORTING

The accompanying interim condensed consolidated financial statements for Action Performance Companies, Inc. and subsidiaries have been prepared by management without audit by an independent registered public accounting firm pursuant to the rules and regulations of the Securities and Exchange Commission. In our opinion, all normal and recurring adjustments necessary for a fair statement of financial position and results of operations for the interim periods included herein have been made. Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted from these statements pursuant to such rules and regulations. Accordingly, these financial statements should be read in conjunction with our Form 10-K for the fiscal year ended September 30, 2004. The results of operations for the interim periods are not necessarily indicative of the operating results that may be expected for the fiscal year ending September 30, 2005.

Certain prior period amounts have been reclassified to conform to the current year presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123(R), “Share-Based Payment.” SFAS No. 123(R) revises FASB Statement No. 123, Accounting for Stock-Based Compensation (SFAS 123) and requires companies to expense the fair value of employee stock options and other forms of stock-based compensation. We will adopt SFAS 123(R) effective October 1, 2005. We have selected the modified prospective method of adoption, under which unvested awards as of October 1, 2005 will be charged to expense over the remaining vesting period of the awards. We are currently evaluating the impact of SFAS 123(R) on our financial position, results of operations, and cash flows.

The American Jobs Creation Act of 2004 (the Act) creates a temporary incentive for U.S. corporations to repatriate accumulated income earned abroad. Beginning in May 2002, U.S. federal income taxes have been provided on undistributed earnings of our German subsidiaries. Accordingly, the Act has no impact on our financial statements.

STOCK-BASED COMPENSATION

We currently account for stock-based compensation plans under APB No. 25, Accounting for Stock Issued to Employees and related interpretations, under which no compensation expense has been recognized, as all options have been granted with an exercise price equal to or exceeding the fair value of the common stock on the date of grant. Pursuant to SFAS 123, we estimated the fair value of each option grant as of the date of grant using the Black-Scholes option pricing method using the following assumptions for the periods ended March 31:

	Three Months Ended						Six Months Ended
	2005			2004			2005			2004
Volatility		62.6	%		40.2	%		60.5	%		40.2	%
Risk-free interest rate		3.7	%		2.7	%		3.4	%		2.7	%
Dividend rate		0.5	%		1.0	%		0.7	%		1.0	%
Expected life of options	3 years			3 years			3 years			3 years

Options granted to employees generally vest ratably over three years or after one and a half years. Options granted to independent directors generally vest immediately upon grant. Had compensation costs been determined consistent with SFAS 123, utilizing the assumptions detailed above and amortizing the resulting fair value of stock options granted over the respective vesting period of the options, the net income (loss) and per share amounts would have been the following pro forma amounts for the periods ended March 31 (in thousands, except per share data):

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	Three Months Ended						Six Months Ended
	2005			2004			2005			2004
Net income (loss) as reported	$	(2,915	)	$	1,288		$	(6,453	)	$	(417	)
Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects		(698	)		(1,030	)		(1,485	)		(1,943	)
Pro forma net income (loss)	$	(3,613	)	$	258		$	(7,938	)	$	(2,360	)
Basic earnings (loss) per share:
As reported	$	(0.16	)	$	0.07		$	(0.35	)	$	(0.02	)
Pro forma	$	(0.20	)	$	0.01		$	(0.43	)	$	(0.11	)
Diluted earnings (loss) per share:
As reported	$	(0.16	)	$	0.07		$	(0.35	)	$	(0.02	)
Pro forma	$	(0.20	)	$	0.01		$	(0.43	)	$	(0.11	)

In the six months ended March 31, 2005, we issued options to purchase 432 thousand shares of common stock, at an average price of $12.45.

DEBT AND FINANCING

In May 2005, we refinanced the $9.3 million outstanding balance of the term loans with the revolving credit facility and amended the agreement to consist of only the $63.3 million revolving credit facility. Consequently we have reflected the balance of the term loans at March 31, 2005, as current line-of-credit borrowings in the accompanying balance sheet.

We did not meet the agreement’s required minimum fixed charge coverage ratio of 0.80 for the three months ended March 31, 2005, however, the bank waived non-compliance. We amended the agreement in May 2005. Under the amended agreement, we will be required to meet a minimum fixed charge coverage ratio of 0.81 to 1.0 for the six months ended June 30, 2005, and 1.35 to 1.0 for the nine months ended September 30, 2005, and 1.0 to 1.0 for each quarter thereafter. Based on current projections, we expect to be in compliance with our covenants through March 31, 2006, however, we expect our actual fixed charge coverage ratio to be close to the requirement throughout that period and we are close to the minimum tangible net worth that we must maintain. If we do not maintain compliance with these covenants, our business or profitability deteriorates or we incur unexpected expenses or asset impairments, it could have a material adverse effect on our liquidity and financial resources, including an inability to utilize our revolving credit facility and an acceleration of the indebtedness outstanding thereunder. If we are unable to utilize our revolving credit facility, we may be required to refinance all or part of our existing debt, sell assets, borrow more money, or obtain other additional financing.

SEGMENT INFORMATION

Reportable segments are based on divisions operating geographically, domestic and abroad, and specializing in either die-cast or apparel and memorabilia. The domestic die-cast operations are based in Phoenix, Arizona and Los Angeles, California areas. The domestic apparel and memorabilia operation is based in Charlotte, North Carolina with a mass-merchant retail distribution center in Atlanta, Georgia and warehouse and distribution facilities in Charlotte, North Carolina and Baraboo, Wisconsin. Trackside operations are included in the domestic apparel and memorabilia segment. The foreign die-cast operation is based in Aachen, Germany.

We evaluate performance and allocate resources based on segment operating income (loss). The accounting policies of the reportable segments are the same as those used in the consolidated financial statements. Domestic licensing costs and certain management costs are not allocated to the domestic operating segments and are included in corporate and other. Intangible licenses are included in corporate and other assets. Each domestic segment is allocated royalty expense based on the incremental royalty due on that segment’s sales. Domestic royalty

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guarantees advanced and unearned are allocated as an expense of the domestic segments. Financial information for the reportable segments follows (in thousands):

	Three Months Ended March 31,
			Inter-			Depreciation		Operating
	External		segment			and		Income
	Revenues		Revenues			Amortization		(Loss)
2005:
Domestic die-cast	$	23,773	$	1,152		$	3,887	$	165
Domestic apparel and memorabilia		40,822		484			768		3,822
Foreign die-cast		9,767		—			2,319		1,455
Corporate and other		964		595			1,594		(6,393	)
Eliminations		—		(2,231	)		—		(352	)
Total per consolidated financial statements	$	75,326	$	—		$	8,568	$	(1,303	)
2004 (c):
Domestic die-cast	$	29,902	$	1,909		$	3,129	$	3,083
Domestic apparel and memorabilia		43,683		153			751		4,199
Foreign die-cast		9,000		—			2,122		1,203
Corporate and other		1,011		468			1,145		(5,476	)
Eliminations		—		(2,530	)		—		(167	)
Total per consolidated financial statements	$	83,596	$	—		$	7,147	$	2,842

	Six Months Ended March 31,
			Inter-			Depreciation		Operating
	External		segment			and		Income
	Revenues		Revenues			Amortization		(Loss)
2005:
Domestic die-cast	$	57,390	$	1,922		$	7,699	$	(966	)
Domestic apparel and memorabilia		72,132		502			1,462		3,040
Foreign die-cast		20,100		—			4,408		3,118
Corporate and other		1,758		839			2,689		(13,883	)
Eliminations		—		(3,263	)		—		61
Total per consolidated financial statements	$	151,380	$	—		$	16,258	$	(8,630	)
2004 (c):
Domestic die-cast	$	63,473	$	3,056		$	6,806	$	6,537
Domestic apparel and memorabilia		71,322		615			1,520		2,635
Foreign die-cast		18,437		—			4,042		2,702
Corporate and other		1,571		788			2,345		(12,482	)
Eliminations		—		(4,459	)		—		(441	)
Total per consolidated financial statements	$	154,803	$	—		$	14,713	$	(1,049	)

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	Identifiable Assets						Goodwill and Trademarks
	March 31,			Sept. 30,			March 31,		Sept. 30,
	2005			2004			2005		2004
Domestic die-cast (a)	$	102,525		$	114,157		$	49,353	$	45,661
Domestic apparel and memorabilia		128,634			125,319			61,840		61,840
Foreign die-cast		61,421			61,292			20,183		19,438
Corporate and other (b)		55,730			63,680			—		—
Eliminations		(9,487	)		(10,165	)		—		—
Total per consolidated financial statements	$	338,823		$	354,283		$	131,376	$	126,939

(a)	Domestic die-cast identifiable assets include the Winner’s Circle trademark, purchased from Hasbro in May 2001. As additional consideration for the trademark purchase, we pay 1.5% or 3% of certain Winner’s Circle product net sales to Hasbro, quarterly, through May 2006. The additional consideration is added to the cost of the trademark quarterly. Domestic die-cast identifiable assets also include Funline trademarks. During the first quarter of fiscal 2005, $2.1 million was accrued as additional consideration payable under the earn-out provisions of the Funline acquisition agreement. The amount recorded for the Funline trademarks was increased by the amount of the additional consideration.
(b)	Corporate and other identifiable assets includes $2.6 million in cash at March 31, 2005, and $8.5 million in cash at September 30, 2004.
(c)	Certain prior period amounts have been reclassified to conform to the current year presentation.

EARNINGS PER COMMON SHARE (EPS)

Reconciliations of the numerators and denominators in the EPS computations for net income (loss) for the periods ended March 31 follows (in thousands):

	Three Months Ended					Six Months Ended
	2005			2004		2005			2004
NUMERATOR:
Basic and diluted – net income (loss)	$	(2,915	)	$	1,288	$	(6,453	)	$	(417	)
DENOMINATOR:
Basic – weighted average shares		18,568			18,327		18,487			18,304
Effect of dilutive stock options and warrants		—			275		—			—
Diluted – adjusted weighted average shares		18,568			18,602		18,487			18,304

The impact of certain options and warrants outstanding for the purchases of 2.0 million and 2.0 million shares of common stock, at an average price of $22.47 and $25.93, were not included in the calculation of diluted EPS for the three months ended March 31, 2005 and 2004, because to do so would be antidilutive. The impact of certain options and warrants outstanding for the purchases of 2.1 million and 1.4 million shares of common stock, at an average price of $22.46 and $29.31 were not included in the calculation of diluted EPS for the six months ended March 31, 2005 and 2004, because to do so would be antidilutive. Although the options and warrants had exercise prices greater than the average market price of the common stock for the three or six months ended March 31, 2005 and 2004, they could potentially dilute EPS in the future. The impact of our outstanding 4 3/4% convertible subordinated notes were not included in the calculation of diluted EPS for the three and six months ended March 31, 2004 because to do so also would be antidilutive.

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OFF-BALANCE SHEET ARRANGEMENTS

We are not currently a party to any off-balance sheet arrangements and do not anticipate being a party to any off-balance sheet arrangements in the future.

JOINT VENTURE

We have an investment in a joint venture, Action-McFarlane LLC. The joint venture distributes action figurines based on NASCAR driver likenesses. All of the figurines are manufactured by third parties. Our investment in the joint venture, which is included in other long-term assets, was $0.5 million at March 31, 2005, and $0.6 million at September 30, 2004, and earnings on our investment in the joint venture were $0.1 million and $0.2 million for the three months ended March 31, 2005 and 2004, and were $0.4 million and $0.8 million for the six months ended March 31, 2005 and 2004.

SUPPLEMENTAL CASH FLOW INFORMATION

During the six months ended March 31, 2005, we recorded a $2.5 million allowance for doubtful accounts to reserve for estimated uncollectible receivables from distributors and recorded a $1.6 million write-down of Jeff Hamilton inventory.

COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we are subject to certain lawsuits and asserted and unasserted claims. We believe that the resolution of any such matters will not have a material adverse effect on our financial position, results of operations, or cash flows.

In October 2004, we settled a lawsuit with New Hampshire Speedway, Inc., filed in May 2004 against us in the United States District Court for the District of New Hampshire for $0.8 million. The $0.8 million was accrued as of September 30, 2004 and paid in October 2004.

During December 2004, we were served with a class action securities lawsuit entitled “The Cornelia Crowell, GST Trust v. Action Performance Companies, Inc., et al.”, which was filed in the United States District Court of New Mexico. The complaint names as defendants our Company and certain of our current and former officers. The complaint alleges that we made false and misleading statements concerning our financial results and business during the period from July 23, 2003 to October 22, 2003, resulting in violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934. The complaint seeks unspecified monetary damages and equitable relief. We dispute the claims and intend to defend the lawsuit vigorously.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current Events

We have announced our plans to improve our financial performance. These plans include the following:

•   Improving the way our die-cast product is marketed and distributed;

•   Controlling expenditures; and

•   Expanding our traditional retail channels.

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Significant actions we have taken to date to improve the way our die-cast products are marketed and distributed include:

•   Eliminated over 60% of our NASCAR die-cast SKUs. As a result of focusing our product line on the most popular and profitable SKUs, we believe that we will realize the following benefits.

°	Reduced future capital expenditures to support the business.
°	Better utilization of those future capital expenditures.
°	A simplified and more efficient approval and production process.

	We recognized approximately $0.2 million in the three months ended March 31, 2005, of additional depreciation on tooling for those SKUs that were either discontinued outright or will be eliminated in various stages during the remainder of the year. We expect to recognize comparable additional depreciation expense in the three months ended June 30, 2005 and September 30, 2005 associated with discontinuing tooling.
•	Reorganized the departments that handle the product design, approval, and production process of die-cast.
•	Announced our plan to restructure our wholesale NASCAR die-cast distribution model from a distributor-based model to a direct-to-retail model. We announced that our existing Charlotte, North Carolina operations, which currently manages wholesale apparel operations, would also handle fulfillment for wholesale NASCAR die-cast and apparel effective October 1, 2005. We will also add a call center at that facility for order processing and customer service. We believe the benefits of bringing in-house our distribution are as follows:

°	A significantly lower cost profile for the business. These lower costs will allow us to invest in both retail level marketing and sales efforts to improve the longer term volume potential of the business, as well as improve the profitability of the business.
°	Allow us to communicate and deal directly with the retailer of our products to improve our speed to market, as well as recognize consumer trends, preferences, and buying habits sooner.
°	We have restricted credit to six of our fifteen distributors and recorded a $2.5 million allowance for doubtful accounts in the first quarter of 2005 to reserve for estimated uncollectible receivables as a result of changing distribution models.

Actions taken to control expenditures include:

•   Reduced the workforce at our Tempe headquarters by approximately 20%. In addition, we anticipate selling our 25% fractional ownership in a corporate aircraft in May of 2005, from which we will receive proceeds of approximately $0.8 million. The three months ended March 31, 2005, includes $0.5 million in associated accelerated depreciation.

•   Closed the Los Angeles location of Jeff Hamilton Collections and consolidated the operations. The Jeff Hamilton product line is now distributed through our apparel division.

•   Decided not to declare a dividend in the quarter ending March 31, 2005. The evaluation of paying dividends will be made on a quarter-by-quarter basis, although at the current time we do not anticipate paying a dividend for the foreseeable future.

•   Established a policy for capital expenditures to limit future annual spending to a level below annual depreciation.

•   Initiated plans to open a sourcing office in mainland China to reduce the cost of production.

Plans to expand our traditional retail channels include:

•   Consolidating procurement, marketing, sales, and distribution functions of our Winner’s Circle die-cast and Funline brands to better leverage the combined size of these two businesses.

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•   Recruiting for individuals with sales and/or marketing expertise to help realize the potential of these two businesses.

•   Consolidating our mass apparel and novelty logistics and distribution function in our facility in Atlanta, Georgia.

We are also evaluating the profitability of, and synergies among, our various product lines, and may determine to dispose of one or more of them, or to acquire other complimentary businesses, as we move forward with our business plan.

Overview

We are the leading designer and marketer of licensed motorsports products related to NASCAR, including die-cast scaled replicas of motorsports vehicles, apparel, and memorabilia. We currently have exclusive license agreements with many of the most recognized names in NASCAR. We also design and sell products relating to other motorsports, including racing sanctioned by the NHRA, Formula One, the IRL, IROC, and the World of Outlaws. In Germany, we merchandise Formula One and high-end auto manufacturer die-cast replica vehicles. We work closely with drivers, team owners, track operators, and sponsors to design and merchandise our products. Third parties manufacture all of the replica motorsports vehicles and most apparel and memorabilia, generally utilizing our designs, tools, and dies. We retain ownership and control over designs and tooling and have close working relationships with our third-party manufacturers to help assure product quality.

We have structured our operations with the goal of achieving higher levels of sales with limited increases in operating expenses and capital investments. The principal elements of this operating structure include the following:

•   NASCAR die-cast unit manufacturing costs are largely fixed due to outsourcing under fixed-price contracts.

•   Royalties are paid generally as a percentage of sales, although often subject to guaranteed minimums.

•   Due to our agreements with distributors and QVC, incremental volume does not proportionately increase our operating expenses.

•   Research and development is limited to basic design and engineering.

•   Capital expenditures are principally limited to tooling for die-cast.

•   Functions, such as manufacturing and others outside of our core skills, are generally outsourced.

Revenue

We derive revenue primarily from the sale of our licensed motorsports products. The popularity and performance of drivers and teams under license, the popularity of motorsports in general and NASCAR in particular, the general demand for licensed sports merchandise, and our ability to design, produce, and distribute our products in a timely manner influence the level of our net sales.

We have historically distributed our products through a broad range of channels, including a network of wholesale distributors, leading mass-merchant retailers, mobile trackside stores, QVC, and our collectors’ club catalog. We recognize revenue when persuasive evidence of an arrangement exists, title passes to the customer, the amount is fixed or determinable, and collection is probable. Most distributor sales are recognized when product is shipped to a distributor because title to the product passes to the distributors at shipment. Sales to mass-merchant retailers are recognized when title to product passes to the retailer, either at time of shipment to the retailer or receipt by the retailer. Under terms of our consignment agreement with QVC, collectors’ club catalog sales are recognized when title passes to QVC, which occurs when QVC ships product to the consumer. We recognize trackside sales when the consumer purchases product at the point of sale. A portion of the product sold through television programming is consignment product, for which sales are recognized when title passes to QVC, which occurs when QVC ships the product to the consumer. Internet and other sales are generally recognized when delivered to the consumer.

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Net sales include sales net of estimated sales returns, discounts, advertising, and other allowances. Advertising allowances are amounts paid primarily to mass-merchant retailers in connection with promoting and selling our product. These amounts are recorded as a reduction from sales when revenue is recognized.

Cost of Sales

Cost of sales includes product cost, shipping and freight forwarding costs paid to third parties, depreciation of tooling and dies, royalties to third party licensors, product testing and sample expense, and fees paid to QVC for shipping and handling. We incur costs to screen print or embroider certain inventory, which are also included in cost of sales, although most of our product is procured in its finished state. Substantial portions of our die-cast products are manufactured under an exclusive agreement with Early Light, a third-party manufacturer in China. We obtain substantially all of our apparel and memorabilia products on a purchase order basis from several third-party manufacturers and suppliers.

Most of the components of our cost of sales are variable in nature. However, certain factors do affect our gross margin, including the following:

•   product mix;

•   our ability to price our product appropriately;

•   the effect of amortizing the fixed cost components of cost of sales, primarily depreciation of tooling and dies, over varying levels of net sales;

•   the type of freight charges;

•   additional charges related to lower than minimum order quantities and cancellation of specific purchase orders; and

•   the impact of minimum royalty guarantees.

Gross Margin

Our gross margins may not be comparable to those of other entities, since some entities include all handling and warehousing costs in cost of sales and others exclude a portion of such costs from gross margin, including them instead in line items such as selling, general, and administrative expenses.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses include salaries and benefits, use and occupancy expenses, creative services costs, advertising and promotion costs, sponsorship costs, and other general and administrative expenses. Included are the salaries, benefits and other costs of our procurement, receiving, and warehouse personnel. Selling, general, and administrative expenses include internal handling costs, incurred to store, move, and prepare our products for shipment. The majority of these costs are fixed and, as a result, incremental sales volume generally results in a decline in selling, general, and administrative expenses as a percentage of net sales.

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) are historically characterized by higher sales.

Application of Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. During preparation of these financial statements, we are required to make estimates and judgments that affect the reported

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amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, fixed assets, goodwill and other intangible assets, income taxes, royalties, contingencies, and litigation. We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The following critical accounting policies require us to make significant judgments and estimates used in the preparation of our financial statements.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We determine the adequacy of this allowance by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. If the financial condition of our customers were to deteriorate, additional allowances may be required. Our accounts receivable are written-off against the allowance once the account is deemed to be uncollectible. This typically occurs once we have exhausted all efforts to collect the account, which includes collection attempts by company employees and outside collection agencies.

Inventory

We write down our inventory for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected, additional inventory write-downs may be required.

Royalties

Our license agreements generally require payments of royalties to drivers, sponsors, teams, and other parties. Contracts generally provide for royalties to be calculated as a specified percentage of sales. Some contracts, however, provide for guaranteed minimum royalty payments. Royalties payable calculated using the contract percentage rates are recognized as cost of sales when the related sales are recognized. To the extent we project that royalties payable under a contract, calculated using the contract percentage rate, will be lower than guaranteed minimums during the guarantee period, we recognize additional cost of sales over the guarantee period, generally a calendar year. Guarantees advanced under the license agreements are carried as prepaid royalties until earned by the third party, or considered to be unrecoverable. We evaluate prepaid royalties regularly and expense prepaid royalties to cost of sales to the extent projected to be unrecoverable through sales.

Goodwill and Other Intangibles

We evaluate goodwill and other intangibles for impairment annually, and when impairment indicators arise, in accordance with SFAS 142, Goodwill and Other Intangible Assets. For goodwill, we first compare the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds the fair value of a reporting unit, additional tests would be used to measure the amount of impairment loss, if any. We use a present value technique to measure reporting unit fair value. If the carrying amount of any other intangible asset exceeds its fair value, we would recognize an impairment loss for the difference between fair value and the carrying amount. We have not recognized any impairment losses to date. If events occur and circumstances change, causing the fair value of a reporting unit to fall below its carrying amount, impairment losses may be recognized in the future.

Deferred Tax Assets

We estimate our actual current tax exposure together with the temporary differences that have resulted from the differing treatment of items dictated by generally accepted accounting principles versus U.S. and German tax laws.

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These temporary differences result in deferred tax assets and liabilities. On an on-going basis, we assess the likelihood that our deferred tax assets will be recovered from future taxable income. If we were to believe the recovery was less than likely, we would establish a valuation allowance against the deferred tax asset and charge the amount as an income tax expense in the period in which such a determination was made.

Stock-Based Compensation

We currently account for employee stock-based compensation in accordance with Accounting Principles Board Opinion 25, “Accounting for Stock Issued to Employees” and related interpretations (APB No. 25). Under APB No. 25, common stock options issued under our plans generally do not result in compensation expense because the exercise price of the stock options equals the market price of the underlying stock on the date of grant. When we adopt SFAS 123(R), we will record compensation expense for these options and the charge to earnings might be significant (See Stock Based Compensation Note).

Results of Operations

The following table sets forth the percentage of net sales represented by certain expense and revenue items for the periods ended March 31:

	Three Months Ended						Six Months Ended
	2005			2004			2005			2004
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		73.1			71.1			75.8			73.5
Gross profit		26.9			28.9			24.2			26.5
Selling, general, and administrative expenses		27.4			24.4			28.8			26.0
Amortization of licenses and other intangibles		1.2			1.1			1.2			1.2
Income (loss) from operations		(1.7	)		3.4			(5.8	)		(0.7	)
Interest expense		(0.5	)		(0.6	)		(0.5	)		(0.6	)
Foreign exchange gains (losses)		(1.2	)		(0.3	)		0.6			0.7
Earnings from joint venture		0.1			0.2			0.3			0.5
Other income		0.1			0.1			0.1			0.1
Other expense		(0.6	)		(0.4	)		(0.5	)		(0.5	)
Income (loss) before income taxes		(3.8	)		2.4			(5.8	)		(0.5	)
Income taxes		0.1			0.9			(1.5	)		(0.2	)
Net income (loss)		3.9			1.5			(4.3	)		(0.3	)

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The following table sets forth net sales by channel of distribution for the periods ended March 31 (in thousands):

	Three Months Ended				Six Months Ended
	2005		2004		2005		2004
Domestic Die-cast:
Wholesale distribution and promotion	$	11,846	$	12,098	$	24,154	$	23,929
Wholesale to mass-merchant retailers		7,829		13,659		25,367		31,495
Retail through collector’s catalog club		4,098		4,145		7,869		8,049
Total domestic die-cast		23,773		29,902		57,390		63,473
Foreign Die-cast — wholesale distribution and promotion		9,767		9,000		20,100		18,437
Total die-cast		33,540		38,902		77,490		81,910
Domestic Apparel and Memorabilia:
Wholesale distribution and promotion		17,721		21,430		31,390		34,683
Wholesale to mass-merchant retailers		12,737		11,427		21,759		19,717
Total apparel and memorabilia		30,458		32,857		53,149		54,400
Retail at Trackside		10,364		10,826		18,983		16,922
Royalties and Other		964		1,011		1,758		1,571
Net Sales	$	75,326	$	83,596	$	151,380	$	154,803

Three Months Ended March 31, 2005, Compared with Three Months Ended March 31, 2004

Net sales decreased $8.3 million, or 9.9%, to $75.3 million for the three months ended March 31, 2005, compared to $83.6 million in the prior year quarter.

Domestic die-cast sales decreased $6.1 million, or 20.5%, from the prior year quarter while foreign die-cast sales increased $0.8 million, or 8.5%. The domestic die-cast segment sales decrease of $6.1 million is comprised of a $0.3 million decrease in our wholesale distribution and promotion revenues and a $5.8 million decrease in domestic die-cast wholesale sales to mass-merchant retailers. We expect domestic die-cast wholesale distribution and promotion revenues in 2005 to fall below 2004 levels as we continue to work to improve our die-cast distribution model and reduce the number of die-cast SKUs. We expect collectors’ catalog club revenues in 2005 to remain comparable to 2004. Domestic die-cast wholesale sales to mass-merchant retailers consisted of $6.4 million of Funline sales and $1.4 million of NASCAR sales in the second quarter of 2005, compared to $10.5 million of Funline sales and $3.2 million of NASCAR sales in the second quarter of 2004. We expect NASCAR die-cast sales to mass-merchant retailers in 2005 to increase over 2004, with increased sales in the second half of 2005, based on recent merchant feedback. We expect Funline die-cast sales to mass-merchant retailers in 2005 to continue to be below 2004 levels, based on recent merchant feedback. The 8.5% increase in foreign die-cast sales from the prior year second quarter, was partly the result of the 4.8% change in the euro-to-U.S. dollar exchange rate between the periods.

Domestic apparel and memorabilia segment sales, exclusive of trackside, decreased $2.4 million, or 7.3%, to $30.5 million in the quarter ended March 31, 2005, compared to $32.9 million in the quarter ended March 31, 2004.

Trackside sales decreased $0.5 million, or 4.3%, due to five events occurring in the quarter ended March 31, 2005 compared to seven events in the quarter ended March 31, 2004. On comparable events during the quarter, sales increased approximately 8%. In addition there was one venue change during the quarter from Rockingham, North Carolina to Fontana, California, which led to an approximately $1.4 million increase in sales for that race weekend.

The 2.0% decline in gross profit, to 26.9% of net sales in the second quarter of 2005, from 28.9% in the second quarter of 2004, was impacted by changes in segment gross margins as follows:

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							Weighted
				Gross			Gross
	% of			Margin			Margin
	Net			Increase			Increase
	Sales			(Decrease)			(Decrease)
Domestic die-cast		33.5	%		(8.7	)%		(2.9	)%
Domestic apparel and memorabilia		57.4			(0.5	)		(0.3	)
Foreign die-cast		13.0			0.5			0.1
Corporate and other		(3.9	)					1.1
Consolidated Total		100.0	%					(2.0	)%

Domestic die-cast gross margins declined 8.7% as a result of lower gross margins on Funline product sales. Results included write-downs of inventory in one Funline product line to net realizable value in the second quarter of 2005 and lower margins on other Funline product lines. Domestic apparel and memorabilia margins declined 0.5% as a result of second quarter write-downs of Jeff Hamilton inventory of $0.4 million, partially offset by other margin improvements. The 0.5% increase in foreign die-cast gross margins was principally a result of lower tooling charges as a percentage of revenue, in part as a result of changes in the euro-to-dollar exchange rate.

Selling, general, and administrative expenses were $20.7 million, or 27.4% of net sales, in the three months ended March 31, 2005, compared to $20.4 million, or 24.4% of net sales, in the three months ended March 31, 2004. The increase was $0.3 million, or 1.4%, from the prior year quarter. Selling, general, and administrative expenses in the quarter ended March 31, 2005 included $0.3 million incremental Sarbanes-Oxley implementation costs, $0.5 million more depreciation of a fractional interest in a corporate aircraft, and $0.3 million additional use and occupancy costs, offset by $0.3 million lower bad debt expense for distributor receivables, $0.2 million lower advertising costs, $0.2 million lower salaries and benefits and $0.1 million lower travel. The lower advertising and travel expenses are the result of cost containment efforts put in place at the end of the first quarter. We expect to sell the fractional interest in the corporate aircraft in May of 2005 for $0.8 million. Savings from headcount reductions made in the second quarter are expected in the second half of 2005 as first half savings were offset by costs of severance. We anticipate incurring approximately $0.7 million in the second half of fiscal 2005 in incremental Sarbanes-Oxley implementation costs.

Interest expense of $0.4 million in the three months ended March 31, 2005, was $0.1 million lower than interest expense in the comparable prior year period, as a result of convertible subordinated note repurchases.

Foreign currency losses were $0.9 million and $0.3 million for the three months ended March 31, 2005 and 2004. Changes in the euro-to-U.S. dollar exchange rate resulted in translation losses of $0.9 million and $0.4 million for the three months ended March 31, 2005 and 2004. These losses resulted from translation of German advances payable, which are denominated in U.S. dollars. In the three months ended March 31, 2004, these translation losses were offset by a gain of $0.1 million on a forward exchange contract.

The effective tax rate of (1.9%) for the three months ended March 31, 2005 was lower than the 37.8% effective tax rate for the three months ended March 31, 2004. During the quarter we changed our estimate of the annual effective rate to 25.5% due to lower projected pre-tax income (loss). The quarter ended March 31, 2005, includes the impact of the change in estimated annual effective tax rate to 25.5% from the 39.0% estimate used in the quarter ended December 31, 2004. The 25.5% estimated 2005 effective rate is lower than the 2004 effective rate of 66.4% primarily as a result of the change in mix of foreign and domestic pre-tax income (loss) as well as the impact of nondeductible expenses on lower projected pre-tax income (loss). Our German subsidiary is subject to higher tax rates than our domestic subsidiaries.

Six Months Ended March 31, 2005, Compared with Six Months Ended March 31, 2004

Net sales decreased $3.4 million, or 2.2%, to $151.4 million for the six months ended March 31, 2005, compared to $154.8 million in the prior year period.

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Domestic die-cast sales decreased $6.1 million, or 9.6%, from the prior year period while foreign die-cast sales increased $1.7 million, or 9.0%. The domestic die-cast segment sales decrease of $6.1 million is comprised of a $0.2 million increase in our wholesale distribution and promotion revenues, offset by a $0.2 million decrease in our die-cast retail collectors’ catalog club revenues, and a $6.1 million decrease in domestic die-cast wholesale sales to mass-merchant retailers. We expect domestic die-cast wholesale distribution and promotion revenues in 2005 to fall below 2004 levels as we continue to work to improve our die-cast distribution model and reduce the number of die-cast SKUs. We expect collectors’ catalog club revenues in 2005 to remain comparable to 2004. Domestic die-cast wholesale sales to mass-merchant retailers consisted of $19.4 million of Funline sales and $6.0 million of NASCAR sales in the six months ended March 31, 2005, compared to $23.7 million of Funline sales and $7.8 million of NASCAR die-cast sales in the six months ended March 31, 2004. We expect NASCAR die-cast sales to mass-merchant retailers in 2005 to increase over 2004, with increased sales in the second half of 2005, based on recent merchant feedback. We expect Funline die-cast sales to mass-merchant retailers in 2005 below 2004 levels, based on recent merchant feedback. The 9.0% increase in foreign die-cast sales from the prior year period was partly the result of the 6.6% change in the euro-to-U.S. dollar exchange rate between the periods.

Domestic apparel and memorabilia segment sales, exclusive of trackside, decreased $1.3 million, or 2.3%, to $53.1 million in the six months ended March 31, 2005, compared to $54.4 million in the six months ended March 31, 2004.

Trackside sales increased $0.4 million, or 2.1%, after considering the impact of the timing of the fall Talladega Superspeedway race ($1.7 million of 2005 sales), which occurred in October 2004 and September 2003. In addition there was a venue change from Rockingham, North Carolina to Fontana, California, which led to a $1.4 million increase in sales for that race weekend. On comparable events during the six-month period, sales increased approximately 7%. There were 13 events in the six months ended March 31, 2005, compared to 14 events in the six months ended March 31, 2004.

The 2.3% decline in gross profit, to 24.2% of net sales in the six months ended March 31, 2005, from 26.5% in the six months ended March 31, 2004, was impacted by changes in segment gross margins as follows:

	% of			Weighted			Gross
	Gross			Margin			Margin
	Net			Increase			Increase
	Sales			(Decrease)			(Decrease)
Domestic die-cast		39.7	%		(7.1	)%		(2.8	)%
Domestic apparel and memorabilia		49.4			(1.6	)		(0.8	)
Foreign die-cast		13.3			1.3			0.2
Corporate and other		(2.4	)					1.1
Consolidated Total		100.0	%					(2.3	)%

Domestic die-cast gross margins declined 7.1% as a result of lower gross margins on Funline product sales. Results included write-downs of one Funline product line to net realizable value in the first six months of 2005 and lower margins on other Funline product lines. Domestic apparel and memorabilia margins declined 1.6% as a result of write-downs of Jeff Hamilton inventory of $1.6 million, offset by other margin improvements. The 1.3% increase in foreign die-cast gross margins was principally a result of lower tooling charges as a percentage of revenue, in part as a result of changes in the euro-to-dollar exchange rate.

Selling, general, and administrative expenses were $43.6 million, or 28.8% of net sales, in the six months ended March 31, 2005, compared to $40.3 million, or 26.0% of net sales, in the six months ended March 31, 2004. The increase was $3.3 million, or 8.1%, from the prior year period. Selling, general, and administrative expenses in the six months ended March 31, 2005 included a $2.3 million increase in bad debt expense for distributor receivables, a $0.4 million severance expense for our former Chief Financial Officer, $0.3 million incremental Sarbanes-Oxley implementation costs, $0.8 million additional trackside variable commission and vehicle costs, $0.5 million more depreciation of a fractional interest in a corporate aircraft, and $0.4 million additional salaries and commissions, offset by $0.9 million lower litigation settlement costs, $0.4 million lower advertising costs, and $0.1 million lower

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travel. The lower advertising and travel expenses are the result of cost containment efforts put in place at the end of the first quarter. We expect to sell the fractional interest in the corporate aircraft in May of 2005 for $0.8 million. Savings from headcount reductions made in the second quarter are expected in the second half of 2005 as first half savings were offset by severance costs . We anticipate incurring approximately $0.7 million in the second half in incremental Sarbanes-Oxley implementation costs.

Interest expense of $0.7 million in the six months ended March 31, 2005, was $0.2 million lower than interest expense in the comparable prior year period, as a result of convertible subordinated note repurchases.

Foreign currency gains were $0.9 million for the six months ended March 31, 2005, versus $1.2 million for the six months ended March 31, 2004. Changes in the euro-to-U.S. dollar exchange rate resulted in translation gains that resulted from German advances payable, which are denominated in U.S. dollars. In the six months ended March 31, 2004, these translation gains were offset by a loss of $0.3 million on a forward exchange contract.

The effective tax rate of 25.5% for the six months ended March 31, 2005 was lower than the 37.8% effective tax rate for the six months ended March 31, 2004. The 25.5% estimated 2005 effective rate is lower than the 2004 effective rate of 66.4% primarily as a result of the change in mix of foreign and domestic pre-tax income (loss) as well as the impact of nondeductible expenses on lower projected pre-tax income (loss). Our German subsidiary is subject to higher tax rates than our domestic subsidiaries.

Liquidity and Capital Resources

Working capital decreased $12.0 million to $75.0 million at March 31, 2005, from $87.0 million at September 30, 2004. Cash decreased $6.2 million to $6.4 million at March 31, 2005, from $12.6 million at September 30, 2004. Cash decreased as a result of cash used for net property and equipment expenditures ($14.7 million), payments for acquisitions of businesses and intangibles ($2.1 million), dividends to common and minority interest shareholders ($2.7 million), increases in other current assets, and decreases in other current liabilities. This decrease in cash was offset by increases in cash for decreases in accounts receivable, net of allowances ($12.4 million) and decreases in inventories ($1.0 million).

Days sales outstanding, calculated on quarterly sales, was 47.1 days as of March 31, 2005, compared to 48.9 days as of September 30, 2004, and 57.4 days as of March 31, 2004. The decrease from September 30, 2004, reflects the smaller portion of revenues coming from mass-retail channels, which have longer dating terms.

Inventories at March 31, 2005, decreased $0.9 million from September 30, 2004. Of this decrease, $1.1 million was attributable to a reduction of Jeff Hamilton inventory levels and $1.6 million was attributable to a write-down of Jeff Hamilton inventory to net realizable value. During the first quarter of 2005, we closed our Jeff Hamilton operations in California. Jeff Hamilton trademarked product is now distributed through our other divisions. This decrease in inventory was offset by increases in apparel inventory for the beginning of the race season.

Except for Funline and collectors’ catalog club die-cast, we generally produce domestic and foreign die-cast based upon orders received from customers. The timing of receiving orders is directly related to the timing of the completion of product program approvals and is not necessarily indicative of product demand or future sales. We produce Funline die-cast for inventory based on customer-projected orders. We receive Funline customer orders weekly, which are fulfilled in the following week. We report as backlog orders received from customers, which for Funline, is limited to the weekly orders.

Apparel and memorabilia product, except Trevco product, is generally ordered from stock inventory. Trevco products are seasonal in nature and orders are received in our second and third fiscal quarters and shipped in our third and fourth fiscal quarters.

Domestic and foreign die-cast backlog, including Funline product, was $56.5 million and $71.1 million at March 31, 2005 and 2004. Apparel and memorabilia backlog was approximately $20.6 million and $17.5 million at March 31, 2005 and 2004. Backlog on any date in a given year is not necessarily indicative of future sales.

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Capital expenditures related principally to ongoing investments in tooling were $14.7 million for the six months ended March 31, 2005, and included $5.0 million applicable to foreign operations and $3.9 million for Funline capital expenditures. Capital expenditures for 2005 are expected to total approximately $21 million.

During the first quarter of 2005, the results of Funline’s operations were sufficient to meet earn-out targets established in the Funline acquisition agreement. As a result, we issued 40 thousand shares of our common stock with a value of $0.4 million at December 31, 2004 and paid $1.7 million as additional consideration in the second quarter. The additional consideration increased the amount recorded for the Funline trademarks at December 31, 2004.

On June 30, 2004, we entered into an amended loan and security agreement. The amended agreement increased available borrowings from $35.0 million to $75.0 million. The agreement consisted of a $63.3 million, four-year revolving credit facility, which is subject to a borrowing base calculation, a four-year term loan of $1.7 million and a three-year term loan of $10.0 million. In May 2005, we refinanced the $9.3 million outstanding balance of the term loans with the revolving credit facility and amended the agreement to consist of only the $63.3 million revolving credit facility. Consequently we have reflected the balance of the term loans at March 31, 2005, as current line-of-credit borrowings in the accompanying balance sheet. The agreement provides for issuance of up to $30.0 million of letters of credit, to the extent not utilized for borrowings. Outstanding letters of credit totaled $8.3 million at March 31, 2005.

Repayment of borrowings under this facility is secured by a first lien on substantially all of our assets. We are required to meet certain financial tests related to minimum tangible net worth and minimum fixed charge coverage ratio.

We did not meet the agreement’s required minimum fixed charge coverage ratio of 0.80 for the three months ended March 31, 2005, however, the bank waived non-compliance. We amended the agreement in May 2005. Under the amended agreement, we will be required to meet a minimum fixed charge coverage ratio of 0.81 to 1.0 for the six months ended June 30, 2005, and 1.35 to 1.0 for the nine months ended September 30, 2005, and 1.0 to 1.0 for each quarter thereafter. Based on current projections, we expect to be in compliance with our covenants through March 31, 2006, however, we expect our actual fixed charge coverage ratio to be close to the requirement throughout that period.

As of March 31, 2005, results of the other covenant calculations were as follows:

Financial Covenant	Period	Requirement	Actual
Minimum tangible net worth	As of March 31, 2005	> $105.2 million	$106.2 million
Limitation on capital expenditures	October 1, 2004 to September 30, 2005	< $35.0 million	$14.7 million

As amended, until September 30, 2005, our credit facility bears interest at LIBOR plus 2.50% or prime plus 0.25% (5.75% at March 31, 2005). After September 30, 2005, the revolving credit facility bears interest at LIBOR plus 2.00% - 2.75% or prime plus 0.25% - 0.50% depending on our fixed coverage ratio, as defined. Interest on the term loans, prior to refinancing, was approximately 1% higher. We pay a commitment fee of 0.375% of the average unused revolving credit facility and a fee of 1.0% of the average undrawn letters of credit.

Based on our current forecast and historical results, we believe that we have adequate credit availability and cash flow from operations to fund our operating needs for the next twelve months. As discussed above, however, we expect our fixed charge coverage ratio to be close to the minimum requirement during the next year and we are close to the minimum tangible net worth that we must maintain. If we do not maintain compliance with these covenants, our business or profitability deteriorates or we incur unexpected expenses or asset impairments, it could have a material adverse effect on our liquidity and financial resources, including an inability to utilize our revolving credit facility and an acceleration of the indebtedness outstanding thereunder. If we are unable to utilize our revolving credit facility, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or

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obtain other additional financing. We cannot guarantee that we would be able to do so on terms acceptable to us, if at all.

In September 2002, we initiated a quarterly dividend policy with an initial dividend of $0.03 per share. A summary of dividends paid on common stock after September 30, 2004, follows (in thousands, except per share data):

Amount	Rate Per Share	Declaration Date	Record Date	Paid
$919	$0.05	August 19, 2004	September 17, 2004	October 18, 2004
$924	$0.05	November 12, 2004	December 17, 2004	January 5, 2005

Under our amended loan and security agreement, we are required to obtain written consent prior to declaring dividends on our common stock. We have not declared a dividend since November 12, 2004. The evaluation of paying dividends will be made on a quarter-by-quarter basis, although at the current time we do not anticipate paying a dividend for the foreseeable future.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. The words “believe,” “expect,” “anticipate,” “forecast”, “plan” and “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. All such statements are within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, projections of sales, capital expenditures, backlog; and other expenses; plans for future operations; financing needs or plans and liquidity; the impact of changes in interest rates; the magnitude and timing of benefits relating to our restructuring; the impact of changes in currency exchange rates; plans relating to the acquisition or disposition of product lines; plans relating to our products; our plans and intentions with respect to off-balance sheet arrangements; the expected outcome of legal proceedings against us; the sufficiency of our capital resources to support our operating strategy; and the impact of new accounting principles, as well as assumptions relating to the foregoing.

Actual events and results may differ materially from those expressed in forward-looking statements due to a number of factors. Risks identified in Exhibit 99.1 to this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended September 30, 2004, including those under the caption “Business – Risk Factors” describe factors, among others, that could contribute to or cause such differences. These factors may also affect our business generally and as a result, the price of our stock may fluctuate dramatically.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in our exposure to market risk since year-end. Our exposure to market risk is limited to interest rate risk associated with our credit instruments and foreign currency exchange rate risk associated with operations in Germany. Our debt is comprised of fixed interest rate and variable interest rate debt. A 100 basis point change in the variable interest rates (which fluctuate with either LIBOR or prime, at our discretion) would change our annual interest expense $0.1 million, if our variable rate debt remains at March 31, 2005, levels. The functional currency for our foreign operations is the euro. As such, changes in exchange rates between the euro and the U.S. dollar could affect our future earnings. A 7% change in the euro exchange rate would have changed the net income from that operation in the twelve months ended March 31, 2005, by $0.1 million.

During 2004 we used a derivative as part of our risk management strategy related to a portion of our exposure to currency fluctuations on intercompany advances to our German subsidiary, denominated in dollars, for which the euro exchange rate gain or loss is included in operations. These advances totaled $16.3 million at March 31, 2005. In the six months ended March 31, 2005, a 1% change in the euro exchange rate would have resulted in a $0.1 million change in net income. We had entered into foreign currency forward contracts designed to partially offset the effect changes in the euro exchange rate have on earnings related to these advances. These forward contracts did not qualify for hedge accounting and were recorded on the balance sheet at fair value. Changes in fair value were recorded each period in foreign exchange gains (losses).

21

ITEM 4. Controls and Procedures

We have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of March 31, 2005. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have each concluded that our disclosure controls and procedures are effective to ensure that we record, process, summarize, and report information required to be disclosed by us in our reports filed under the Securities Exchange Act within the time periods specified by the Securities and Exchange Commission’s rules and forms. During the quarterly period covered by this report, there have not been any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

22

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

In October 2004, we settled a lawsuit with New Hampshire Speedway, Inc, filed in May 2004 against us in the United States District Court for the District of New Hampshire for $0.8 million. The $0.8 million was accrued as of September 30, 2004 and paid in October 2004.

During December 2004, we were served with a class action securities lawsuit entitled “The Cornelia Crowell, GST Trust v. Action Performance Companies, Inc., et al.”, which was filed in the United States District Court of New Mexico. The complaint names as defendants our Company and certain of our current and former officers. The complaint alleges that we made false and misleading statements concerning our financial results and business during the period from July 23, 2003 to October 22, 2003, resulting in violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934. The complaint seeks unspecified monetary damages and equitable relief. We dispute the claims and intend to defend the lawsuit vigorously.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

ITEM 3. Defaults Upon Senior Securities

Not applicable

ITEM 4. Submissions of Matters to a Vote of Security Holders

The annual meeting of shareholders was held on February 8, 2005. The following nominees were elected to the board of directors to serve as directors until their successors are elected and qualified: Fred W. Wagenhals, David M. Riddiford, Melodee L. Volosin, Herbert M. Baum, Edward J. Bauman, Michael L. Gallagher , Roy A. Herberger Jr., Anne L. Mariucci, Robert L. Mathews, and Lowell L. Robertson. The shareholders also ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of our company for fiscal 2005, by the following vote: 17,271,614 for; 15,974 against; and 5,621 abstaining.

ITEM 5. Other Information

Not applicable

ITEM 6. Exhibits

10.78	Form of Action Performance Companies, Inc. 1998 Non-Qualified Stock Option Plan Stock Option Agreement
10.79	Form of Action Performance Companies, Inc. 2000 Stock Option Plan Stock Option Agreement
10.80	Third Amendment to Amended and Restated Credit Agreement, dated May 6, 2005, by and among Action Performance Companies, Inc. and certain subsidiaries and affiliates, as guarantors, and Bank One, NA.
31.1	Rule 13a-14(a) and Rule 15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a) and Rule 15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer

23

99.1   Private Securities Litigation Reform Act of 1995 Safe Harbor Compliance Statement for Forward-Looking Statements

24

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.

Signature	Capacity	Date
/s/ Fred W. Wagenhals	Chairman of the Board, President, and	May 10, 2005
Fred W. Wagenhals	Chief Executive Officer
	(Principal Executive Officer and Duly
	Authorized Officer))
/s/ David M. Riddiford	Chief Financial Officer, Secretary, and Treasurer	May 10, 2005
David M. Riddiford	(Principal Financial and Accounting Officer)

25

EX-10.78

                                                                   Exhibit 10.78

                       ACTION PERFORMANCE COMPANIES, INC.
                      1998 NON-QUALIFIED STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT


            THIS STOCK OPTION AGREEMENT is made as of the Grant Date, as set
forth on the attached Exhibit A, by and between ACTION PERFORMANCE COMPANIES,
INC., an Arizona corporation (the "Company"), and the person named as the
Optionholder (the "Optionholder") on the attached Exhibit A.

            Optionholder is a key person associated with the Company, and the
Company considers it desirable and in its best interest that Optionholder be
given an inducement to acquire a proprietary interest in the Company and added
incentive to advance the interest of the Company by possessing an option to
purchase shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), all in accordance with the Action Performance Companies, Inc.
1998 Non-Qualified Stock Option Plan (the "Plan"), a copy of which is attached
as Exhibit B. For purposes of this Agreement, the term "Company" includes any
parent or subsidiary of the Company as defined in Section 424 of the Internal
Revenue Code of 1986, as amended (the "Code").

            NOW, THEREFORE, it is agreed by and between the parties as follows:

            1. GRANT OF OPTION. The Company hereby grants to Optionholder, as of
the grant date (the "Grant Date") specified in the attached Exhibit A, the
right, privilege and option ("Option") to purchase shares of Common Stock as set
forth on the attached Exhibit A (the "Optioned Shares"), subject in all respects
to the terms, conditions and provisions of this Agreement and the Plan, which is
attached hereto as Exhibit B and incorporated by reference in this Agreement.
The Optionholder acknowledges having received and carefully reviewed a copy of
the Plan. The Option is not intended to be an Incentive Stock Option as defined
in Section 422 of the Code.

            2. OPTION PRICE. The option price (the "Option Price") as determined
by the Plan Administrator is set forth on the attached Exhibit A.

            3. VESTING OF OPTION.

                  (a) VESTING SCHEDULE. The vesting schedule shall be as set
forth on Exhibit A hereto.

                  (b) ACCELERATION. The Plan Administrator may, by resolution
adopted after the Grant Date in its sole and absolute discretion, allow the
Option to be exercised on an accelerated basis.

            4. EXERCISE OF OPTION. The Option issued hereunder shall be
exercisable by written notice to the Company, addressed to the Company at its
principal place of business, in accordance with the terms of the Plan. Such
notice shall state the election to exercise the Option and the number of shares
with respect to which it is being exercised, and shall be signed by the
Optionholder. Such notice shall be accompanied by payment in full of the
exercise price for the number of shares being purchased. Payment may be made in
cash or by check or, if then permitted by the Plan Administrator, by tendering
duly endorsed certificates representing shares of Common Stock then owned by the
Optionholder and held for the requisite period necessary to avoid a charge to
the Company's earnings and valued at Fair Market Value on the date of exercise.
Upon the exercise of the Option, the Company shall deliver, or cause to be
delivered, to the Optionholder a certificate or certificates representing the
shares of Common Stock purchased upon such exercise as soon as practicable after
payment for those shares has been received by the Company. If the Option is
exercised pursuant to Section 10 hereof by any person other than the
Optionholder, such notice shall be accompanied by appropriate proof of the right
of such person to exercise the Option. All shares that are purchased and paid
for in full upon the exercise of the Option shall be fully paid and
non-assessable.

            5. STOCK LOCK-UP. The Optionholder hereby agrees that, at the
request of the Company, the Optionholder (or in the case of the Optionholder's
death, his or her successors as provided under the Plan) shall agree

not to sell or otherwise transfer any acquired Optioned Shares during any stock
lock-up period agreed to by the Company and any underwriter associated with a
public offering of Common Stock.

            6. TERMINATION OF OPTION. The Option, to the extent not previously
exercised, shall terminate upon the first to occur of the date that is (a) three
months after termination of the Optionholder's Service (as defined below) with
the Company or any parent or subsidiary of the Company, unless due to death or
Disability (as defined in Section 22(e)(3) of the Code); (b) one year after
termination of Service due to death or Disability; or (c) 10 years after the
Grant].. Notwithstanding the foregoing (i) if the Optionholder's Service is
terminated by the Company in its good faith judgment, for (A) commission of a
crime by the Optionholder or for reasons involving moral turpitude; (B) an act
by the Optionholder which tends to bring the Company into disrepute; or (C)
negligent, fraudulent or willful misconduct by the Optionholder, or (ii) if
after the Service of the Optionholder is terminated, the Optionholder commits
acts detrimental to the Company's interests, then the Option shall thereafter be
void for all purposes. For purposes of this Agreement, unless otherwise set
forth in Exhibit A, the Optionholder shall be deemed to be in "Service" to the
Company so long as such individual renders services to the Company in the
capacity of an employee, consultant or independent contractor.

            7. NO PRIVILEGE OF STOCK OWNERSHIP. The holder of the Option granted
hereunder shall not have any of the rights of a stockholder with respect to the
Optioned Shares until such Optionholder shall have exercised the Option, paid
the Option Price, and received a stock certificate for the purchased shares of
Common Stock.

            8. LIABILITY OF THE COMPANY.

                  (a) If the Optioned Shares covered by this Agreement exceed,
as of the Grant Date, the number of shares of Common Stock which may without
shareholder approval be issued under the Plan, then this Option shall be void
with respect to such excess shares unless shareholder approval of an amendment
increasing the number of shares of Common Stock issuable under the Plan is
obtained prior to exercise of the Option with respect to such excess shares.

                  (b) The inability of the Company to obtain approval from any
regulatory body having authority deemed by the Company to be necessary to the
lawful issuance and sale of any Common Stock pursuant to this Agreement shall
relieve the Company of any liability with respect to the nonissuance or sale of
the Common Stock as to which such approval shall not have been obtained. The
Company, however, shall use its best efforts to obtain all such approvals.

            9. NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or
in the Plan shall confer upon the Optionholder any right to continue in the
Service of the Company (or any parent or subsidiary corporation of the Company
employing or retaining Optionholder) for any period of time or to interfere with
or otherwise restrict in any way the rights of the Company (or any parent or
subsidiary corporation of the Company employing or retaining Optionholder) or
the Optionholder, which rights are hereby expressly reserved by each, to
terminate the Service of Optionholder at any time for any reason whatsoever,
with or without cause.

            10. ASSIGNABILITY. Unless the Optionholder has received written
consent of the Plan Administrator, neither this Option nor any rights or
privileges conferred hereby shall be assignable or transferable by the
Optionholder other than by will or by the laws of descent and distribution, and
this Option shall be exercisable only by Optionholder during the Optionholder's
lifetime. Upon the death of Optionholder, the rights of the successors to
Optionholder shall be limited as set forth in the Plan.

            11. BINDING AFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns.

            12. COMPLIANCE WITH LAWS AND REGULATIONS; SECURITIES MATTERS.

                  (a) The exercise of this Option and the issuance of the Common
Stock upon such exercise shall be subject to compliance by the Company and the
Optionholder with all applicable requirements of law relating thereto and with
all applicable regulations of any stock exchange or trading market on which the
shares


                                       2

of the Common Stock may be listed at the time of such exercise and issuance. In
connection with the exercise of this Option, Optionholder shall execute and
deliver to the Company such representations in writing as may be requested by
the Company in order for it to comply with applicable requirements of federal
and state securities laws.

                  (b) The Option granted hereunder may be exercised by the
Optionholder only if (i) the shares of Common Stock which are to be issued upon
such exercise are registered under the Securities Act of 1933, as amended (the
"1933 Act") and any and all other applicable securities laws, or (ii) the
Company, upon advice of counsel, determines that the issuance of the shares of
Common Stock upon the exercise of the Option is exempt from registration
requirements.

                  (c) The Company is under no obligation to register, under the
1933 Act or any other applicable securities laws, any of the shares of Common
Stock to be issued to the Optionholder upon the exercise of the Option or to
take any action which would make available any exemption from registration. If
the shares to be issued to the Optionholder upon the exercise of the Option have
not been registered under the 1933 Act and all other applicable securities laws,
those shares will be "restricted securities" within the meaning of Rule 144
under the 1933 Act and must be held indefinitely without any transfer, sale or
other disposition unless (a) the shares are subsequently registered under the
1933 Act and all other applicable securities laws, or (b) the Optionholder
obtains an opinion of counsel which is satisfactory to counsel for the Company
that the shares may be sold in reliance on an exemption from registration
requirements. In the event that the shares to be issued upon exercise of the
Option are "restricted securities," the certificates representing shares of
Common Stock issued upon exercise of an Option shall be endorsed with a legend
reading substantially as follows:

            THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE 'RESTRICTED
            SECURITIES' AS DEFINED BY RULE 144 UNDER THAT ACT. THE SHARES MAY
            NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
            AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE SHARES UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED, OR, IN LIEU THEREOF, AN OPINION
            OF COUNSEL FOR THIS COMPANY TO THE EFFECT THAT REGISTRATION IS NOT
            REQUIRED UNDER THAT ACT.

            13. WITHHOLDING TAXES; OTHER DEDUCTIONS. The Company shall have the
right to deduct from any settlement of the Option, including the delivery or
vesting of shares (a) an amount sufficient to cover withholding as required by
law for any federal, state or local taxes, and (b) any amounts due from the
Optionholder to the Company or to any subsidiary or parent of the Company or to
take such other action as may be necessary to satisfy any such withholding or
other obligations, including withholding from any other cash amounts due or to
become due from the Company to the Optionholder an amount equal to such taxes or
obligations.

            14. DEFINED TERMS. All capitalized terms herein which are not
otherwise defined herein shall have the same meaning ascribed to such terms in
the Plan.

            15. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Company in care of the Company's Secretary at its principal corporate
offices. Any notice required to be given or delivered to Optionholder shall be
addressed to the address indicated on Exhibit A. All notices shall be deemed to
have been given or delivered upon personal delivery or upon deposit in the U.S.
mail, postage prepaid and properly addressed to the party to be notified.

            16. CONSTRUCTION. This Agreement and the Option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by and
subject to the express terms and provisions of the Plan. All decisions of the
Plan Administrator with respect to any question or issue arising under the Plan
or this Agreement shall be conclusive and binding on all persons having an
interest in this Option.


                                       3

            IN WITNESS WHEREOF the parties hereto have executed this Agreement
or caused it to be executed as of the Grant Date.

                                          ACTION PERFORMANCE COMPANIES, INC.


                                          By:___________________________________

                                          Its:  Chief Financial Officer


                                          OPTIONHOLDER


                                          ______________________________________
                                          Printed Name:


                                       4

                                    EXHIBIT A


Name of Optionholder:


Address of Optionholder:      ________________________
                              ________________________
                              ________________________


Grant Date:
Option Price per Share:


Number of Optioned Shares:


Vesting Schedule:

EX-10.79

                                                                  Exhibit 10.79

                       ACTION PERFORMANCE COMPANIES, INC.
                             2000 STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT



            THIS STOCK OPTION AGREEMENT is made as of the Grant Date, as set
forth on the attached Exhibit A, by and between ACTION PERFORMANCE COMPANIES,
INC., an Arizona corporation (the "Company"), and the person named as the
Optionholder (the "Optionholder") on the attached Exhibit A.

            Optionholder is a key person associated with the Company, and the
Company considers it desirable and in its best interest that Optionholder be
given an inducement to acquire a proprietary interest in the Company and added
incentive to advance the interest of the Company by possessing an option to
purchase the Company's common stock, par value $.01 per share (the "Common
Stock"), all in accordance with the Action Performance Companies, Inc. 2000
Stock Option Plan (the "Plan"), a copy of which is attached as Exhibit B. For
purposes of this Agreement, the term "Company" includes any parent or subsidiary
of the Company as defined in Section 424 of the Internal Revenue Code of 1986,
as amended (the "Code").

            NOW, THEREFORE, it is agreed by and between the parties as follows:

            1. GRANT OF OPTION. The Company hereby grants to Optionholder, as of
the grant date (the "Grant Date") specified in the attached Exhibit A, the
right, privilege and option ("Option") to purchase shares of Common Stock as set
forth on the attached Exhibit A (the "Optioned Shares"), subject in all respects
to the terms, conditions and provisions of this Agreement and the Plan, which is
attached hereto as Exhibit B and incorporated by reference in this Agreement.
The Optionholder acknowledges having received and carefully reviewed a copy of
the Plan. It is set forth in Exhibit A whether or not the Option is intended to
be an Incentive Stock Option as defined in Section 422 of the Code.

            2. OPTION PRICE. The option price (the "Option Price") as determined
by the Plan Administrator is set forth on the attached Exhibit A, which price
has been determined by the Plan Administrator to be not less than 100% of the
Fair Market Value per share of the Common Stock on the Grant Date of this Option
if the Option is an Incentive Stock Option (110% if the Option is an Incentive
Stock Option and the Optionholder is a shareholder who at the Grant Date owns
stock possessing more than 10% of the combined voting power of all classes of
stock of the Company or any parent or subsidiary of the Company).

            3. VESTING OF OPTION.

                  (a) VESTING SCHEDULE. The vesting schedule shall be as set
forth on Exhibit A hereto.

                  (b) $100,000 LIMITATION. To the extent that the aggregate Fair
Market Value (determined as of the Grant Date) of Common Stock with respect to
which an Incentive Stock Option is granted which becomes exercisable for the
first time during any calendar year (under this Agreement and any other
agreement between the Company and Optionholder) exceeds $100,000, the portion of
the Option representing such excess value shall be treated as a Non-Qualified
Stock Option.

                  (c) ACCELERATION. The Plan Administrator may, by resolution
adopted after the Grant Date in its sole and absolute discretion, allow the
Option to be exercised on an accelerated basis, provided that in no event shall
the Plan Administrator accelerate the exercise period for an Incentive Stock
Option granted hereunder so as to violate the $100,000 Limitation.

            4. EXERCISE OF OPTION. The Option issued hereunder shall be
exercisable by written notice to the Company, addressed to the Company at its
principal place of business, in accordance with the terms of the Plan. Such
notice shall state the election to exercise the Option and the number of shares
with respect to which it is being exercised, and shall be signed by the
Optionholder. Such notice shall be accompanied by payment in full of the
exercise price for the number of shares being purchased. Payment may be made in
cash or by check or, if then

permitted by the Plan Administrator, by tendering duly endorsed certificates
representing shares of Common Stock then owned by the Optionholder and held for
the requisite period necessary to avoid a charge to the Company's earnings and
valued at Fair Market Value on the date of exercise. Upon the exercise of the
Option, the Company shall deliver, or cause to be delivered, to the Optionholder
a certificate or certificates representing the shares of Common Stock purchased
upon such exercise as soon as practicable after payment for those shares has
been received by the Company. If the Option is exercised pursuant to Section 10
hereof by any person other than the Optionholder, such notice shall be
accompanied by appropriate proof of the right of such person to exercise the
Option. All shares that are purchased and paid for in full upon the exercise of
the Option shall be fully paid and non-assessable.

            5. STOCK LOCK-UP. The Optionholder hereby agrees that, at the
request of the Company, the Optionholder (or in the case of the Optionholder's
death, his or her successors as provided under the Plan) shall agree not to sell
or otherwise transfer any acquired Optioned Shares during any stock lock-up
period agreed to by the Company and any underwriter associated with a public
offering of Common Stock.

            6. TERMINATION OF OPTION. The Option, to the extent not previously
exercised, shall terminate upon the first to occur of the date that is (a) three
months after termination of the Optionholder's Service (as defined in the Plan)
with the Company or any parent or subsidiary of the Company, unless due to death
or Disability (as defined in Section 22(e)(3) of the Code); (b) one year after
termination of Service due to death or Disability; or (c) 10 years after the
Grant Date. Notwithstanding the foregoing (i) if the Optionholder's Service is
terminated by the Company in its good faith judgment, for (A) commission of a
crime by the Optionholder or for reasons involving moral turpitude; (B) an act
by the Optionholder which tends to bring the Company into disrepute; or (C)
negligent, fraudulent or willful misconduct by the Optionholder, or (ii) if
after the Service of the Optionholder is terminated, the Optionholder commits
acts detrimental to the Company's interests, then the Option shall thereafter be
void for all purposes.

            7. NO PRIVILEGE OF STOCK OWNERSHIP. The holder of the Option granted
hereunder shall not have any of the rights of a stockholder with respect to the
Optioned Shares until such Optionholder shall have exercised the Option, paid
the Option Price, and received a stock certificate for the purchased shares of
Common Stock.

            8. LIABILITY OF THE COMPANY.

                  (a) If the Optioned Shares covered by this Agreement exceed,
as of the Grant Date, the number of shares of Common Stock which may without
shareholder approval be issued under the Plan, then this Option shall be void
with respect to such excess shares unless shareholder approval of an amendment
increasing the number of shares of Common Stock issuable under the Plan is
obtained prior to exercise of the Option with respect to such excess shares.

                  (b) The inability of the Company to obtain approval from any
regulatory body having authority deemed by the Company to be necessary to the
lawful issuance and sale of any Common Stock pursuant to this Agreement shall
relieve the Company of any liability with respect to the nonissuance or sale of
the Common Stock as to which such approval shall not have been obtained. The
Company, however, shall use its best efforts to obtain all such approvals.

            9. NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or
in the Plan shall confer upon the Optionholder any right to continue in the
Service of the Company (or any parent or subsidiary corporation of the Company
employing or retaining Optionholder) for any period of time or to interfere with
or otherwise restrict in any way the rights of the Company (or any parent or
subsidiary corporation of the Company employing or retaining Optionholder) or
the Optionholder, which rights are hereby expressly reserved by each, to
terminate the Service of Optionholder at any time for any reason whatsoever,
with or without cause.

            10. ASSIGNABILITY. If this Option is an Incentive Stock Option,
neither this Option nor any rights or privileges conferred hereby shall be
assignable or transferable by the Optionholder other than by will or by the laws
of descent and distribution, and this Option shall be exercisable only by
Optionholder during the Optionholder's


                                       2

lifetime. If this Option is not an Incentive Stock Option, unless the
Optionholder has received written consent of the Plan Administrator, neither
this Option nor any rights or privileges conferred hereby shall be assignable or
transferable by the Optionholder other than by will or by the laws of descent
and distribution, and this Option shall be exercisable only by Optionholder
during the Optionholder's lifetime. Upon the death of Optionholder, the rights
of the successors to Optionholder shall be limited as set forth in the Plan.

            11. BINDING AFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns.

            12. COMPLIANCE WITH LAWS AND REGULATIONS; SECURITIES MATTERS.

                  (a) The exercise of this Option and the issuance of the Common
Stock upon such exercise shall be subject to compliance by the Company and the
Optionholder with all applicable requirements of law relating thereto and with
all applicable regulations of any stock exchange or trading market on which the
shares of the Common Stock may be listed at the time of such exercise and
issuance. In connection with the exercise of this Option, Optionholder shall
execute and deliver to the Company such representations in writing as may be
requested by the Company in order for it to comply with applicable requirements
of federal and state securities laws.

                  (b) The Option granted hereunder may be exercised by the
Optionholder only if (i) the shares of Common Stock which are to be issued upon
such exercise are registered under the Securities Act of 1933, as amended (the
"1933 Act") and any and all other applicable securities laws, or (ii) the
Company, upon advice of counsel, determines that the issuance of the shares of
Common Stock upon the exercise of the Option is exempt from registration
requirements.

                  (c) The Company is under no obligation to register, under the
1933 Act or any other applicable securities laws, any of the shares of Common
Stock to be issued to the Optionholder upon the exercise of the Option or to
take any action which would make available any exemption from registration. If
the shares to be issued to the Optionholder upon the exercise of the Option have
not been registered under the 1933 Act and all other applicable securities laws,
those shares will be "restricted securities" within the meaning of Rule 144
under the 1933 Act and must be held indefinitely without any transfer, sale or
other disposition unless (a) the shares are subsequently registered under the
1933 Act and all other applicable securities laws, or (b) the Optionholder
obtains an opinion of counsel which is satisfactory to counsel for the Company
that the shares may be sold in reliance on an exemption from registration
requirements. In the event that the shares to be issued upon exercise of the
Option are "restricted securities," the certificates representing shares of
Common Stock issued upon exercise of an Option shall be endorsed with a legend
reading substantially as follows:

            THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE 'RESTRICTED
            SECURITIES' AS DEFINED BY RULE 144 UNDER THAT ACT. THE SHARES MAY
            NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
            AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE SHARES UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED, OR, IN LIEU THEREOF, AN OPINION
            OF COUNSEL FOR THIS COMPANY TO THE EFFECT THAT REGISTRATION IS NOT
            REQUIRED UNDER THAT ACT.

            13. WITHHOLDING TAXES; OTHER DEDUCTIONS. The Company shall have the
right to deduct from any settlement of the Option, including the delivery or
vesting of shares (a) an amount sufficient to cover withholding as required by
law for any federal, state or local taxes, and (b) any amounts due from the
Optionholder to the Company or to any subsidiary or parent of the Company or to
take such other action as may be necessary to satisfy any such withholding or
other obligations, including withholding from any other cash amounts due or to
become due from the Company to the Optionholder an amount equal to such taxes or
obligations.

            14. DEFINED TERMS. All capitalized terms herein which are not
otherwise defined herein shall have the same meaning ascribed to such terms in
the Plan.


                                       3

            15. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Company in care of the Company's Secretary at its principal corporate
offices. Any notice required to be given or delivered to Optionholder shall be
addressed to the address indicated on Exhibit A. All notices shall be deemed to
have been given or delivered upon personal delivery or upon deposit in the U.S.
mail, postage prepaid and properly addressed to the party to be notified.

            16. CONSTRUCTION. This Agreement and the Option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by and
subject to the express terms and provisions of the Plan. All decisions of the
Plan Administrator with respect to any question or issue arising under the Plan
or this Agreement shall be conclusive and binding on all persons having an
interest in this Option.

            IN WITNESS WHEREOF the parties hereto have executed this Agreement
or caused it to be executed as of the Grant Date.

                                          ACTION PERFORMANCE COMPANIES, INC.



                                          By:___________________________________

                                          Its: Chief Financial Officer


                                          OPTION HOLDER


                                          ______________________________________
                                          Printed Name:
                                          Social Security Number:


                                       4

                                    EXHIBIT A


Type of Grant:          __ __ Discretionary Grant
                        _____ Automatic Grant to Non-Employee Director



Name of Optionholder:


Address of Optionholder:      ______________________________
                              ______________________________


Grant Date:


Option Price per Share:


Number of Optioned
Shares intended to be
Incentive Stock Options
under Section 422 of the
Internal Revenue Code:

Number of Optioned
Shares not intended
to be Incentive Stock
Options:


Vesting Schedule:

EX-10.80

                                                                   EXHIBIT 10.80


                               THIRD AMENDMENT TO
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


         THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made and entered into as of May 6, 2005 among ACTION PERFORMANCE
COMPANIES, INC., an Arizona corporation ("APC" or "Company"), ACTION RACING
COLLECTABLES, INC., an Arizona corporation ("ARC"), ACTION SPORTS IMAGE, L.L.C.,
an Arizona limited liability company ("ASI"), FUNLINE MERCHANDISE COMPANY, INC.,
a California corporation ("Funline"), JEFF HAMILTON COLLECTION, INC., an Arizona
corporation ("Hamilton"), MCARTHUR TOWEL AND SPORTS, INC., an Arizona
corporation ("McArthur"), RACING COLLECTABLES CLUB OF AMERICA, INC., an Arizona
corporation ("RCCA"), and TREVCO TRADING Corp., an Arizona corporation
("Trevco") (each individually, a "Borrower" and collectively, the "Borrowers");
the other Loan Parties signatory hereto; BANK ONE, NA, a national banking
association, for itself, as Lender, and as agent for Lenders (in such capacity,
the "Agent"); and the other Lenders signatory hereto.

         WHEREAS, Borrowers, Loan Parties, Agent and Lenders are parties to that
certain Amended and Restated Credit Agreement dated as of June 30, 2004, as
amended by that certain First Amendment to Amended and Restated Credit Agreement
dated as of September 3, 2004, as further amended by that certain Second
Amendment to Amended and Restated Credit Agreement dated as of February 8, 2005
(as amended from time to time, the "Credit Agreement");

         WHEREAS, Borrowers desire to pay in full (including principal and
accrued and unpaid interest) the Term A Loans and Term B Loans with an Advance
under the Revolver Loans and terminate the Term A Loan Commitment and Term B
Loan Commitment ("Term Loan Payoff and Commitment Termination");

         WHEREAS, Borrowers desire to reduce the Revolving Commitment to
$63,300,000 ("Revolving Commitment Reduction"); and

         WHEREAS, Borrowers, Loan Parties, Lenders and Agent desire to amend the
Credit Agreement to allow and provide for the foregoing and certain other
matters, all as hereinafter set forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                   ARTICLE I
                                   DEFINITIONS

         SECTION 1.01 DEFINITIONS. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meaning as in the
Credit Agreement, as amended hereby.

                                       1

THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT



                                   ARTICLE II
                            AMENDMENTS AND AGREEMENTS

         SECTION 2.01 AMENDMENT OF ARTICLE I. Effective as of the date hereof,
Article I of the Credit Agreement is hereby amended by amending and restating
the following terms in their entirety:

                  ""Aggregate Commitment" means the aggregate of the Commitments
         of all the Lenders, as reduced from time to time pursuant to the terms
         hereof, which Aggregate Commitment shall on the Closing Date be in the
         amount of $63,300,000.

                  "Commitment" means, for each Lender, the obligation of such
         Lender to make Loans to the Borrowers, and participate in Facility LCs
         issued upon the application of any Borrower, in an aggregate amount not
         exceeding the amount set forth in the Commitment Schedule or as set
         forth in any Assignment Agreement that has become effective pursuant to
         Section 12.3(c).

                  "Consolidated Fixed Charges" means, with reference to any
         period, without duplication, cash Consolidated Interest Expense, plus
         scheduled principal payments on Indebtedness made during such period,
         plus expense for federal income taxes and foreign income taxes paid in
         cash, plus dividends or distributions paid in cash, plus Capitalized
         Lease payments, plus cash contributions to any Plan, all calculated for
         the Company and its Subsidiaries on a consolidated basis.

                  "Revolving Commitment" means (a) as to any Revolving Lender,
         the aggregate commitment of such Revolving Lender to make Revolving
         Loans or incur LC Obligations as set forth in the Commitment Schedule
         or in the most recent Assignment Agreement executed by such Revolving
         Lender and (b) as to all Revolving Lenders, the aggregate commitment of
         all Revolving Lenders to make Revolving Loans or incur LC Obligations,
         which aggregate commitment shall be Sixty Three Million Three Hundred
         Thousand Dollars ($63,300,000), as such amount may be adjusted, if at
         all, from time to time in accordance with this Agreement.

                  "Term A Loan Commitment" shall mean zero dollars ($0).

                  "Term B Loan Commitment" shall mean zero dollars ($0)."

         SECTION 2.02 AMENDMENT OF ARTICLE I. Effective as of the date hereof,
Article I of the Credit Agreement is hereby amended by deleting the definition
of "Revolving Commitment Adjustment Event".

         SECTION 2.03 DELETION OF SECTION 2.1.1(a)(II), EXHIBIT J AND EXHIBIT K.
Effective as of the date hereof, Section 2.1.1(a)(ii), Exhibit J and Exhibit K
of the Credit Agreement are hereby deleted.


                                       2
THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT



         SECTION 2.04 AMENDMENT OF SECTION 6.16(a). Effective as of the date
hereof, Section 6.16(a) of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:

                  "(a) No Loan Party will or will permit any of their
         Subsidiaries to declare or pay any dividends or make any distributions
         on its Capital Stock (other than dividends or distributions payable in
         its own common stock) or redeem, repurchase or otherwise acquire or
         retire any of its Capital Stock at any time outstanding, except (i)
         that any Subsidiary may declare and pay dividends or make distributions
         to the Borrowers or to a Wholly-Owned Subsidiary of the Borrowers, or
         (ii) any non-Wholly-Owned Subsidiary may declare or pay dividends or
         make distributions on its Capital Stock to holders thereof other than
         Loan Parties, in each case, so long as (x) no Default or Unmatured
         Default exists or will be caused by the payment of such dividend or
         distribution, (y) the Borrowers are in compliance with Section 6.29.1
         after giving effect to such dividend or distribution and (z) the
         Availability is greater than ten percent (10%) of the Aggregate
         Borrowing Base after giving effect to such dividend or distribution."

         SECTION 2.05 AMENDMENT OF SECTION 6.29.1. Effective as of the date
hereof, Section 6.29.1 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

                  "6.29.1 Fixed Charge Coverage Ratio. The Borrowers will
         not permit the Fixed Charge Coverage Ratio, determined as of the end of
         each of the Company's Fiscal Quarter for the then most-recently ended
         four Fiscal Quarters, (A) to be less than 0.80 to 1.0 as of the end of
         the Fiscal Quarter ending March 31, 2005, (B) to be less than 0.81 to
         1.0 as of the end the Fiscal Quarter ending June 30, 2005, (C) to be
         less than 1.35 to 1.0 as of the end the Fiscal Quarter ending September
         30, 2005 and (D) to be less than 1.00 to 1.0 as of the end of the
         Fiscal Quarter ending December 31, 2005 and as of the end of each
         Fiscal Quarter thereafter; provided that (i) for the Fiscal Quarter
         ending March 31, 2005, the Fixed Charge Coverage Ratio shall be
         calculated using the most-recently ended Fiscal Quarter, (ii) for the
         Fiscal Quarter ending June 30, 2005, the Fixed Charge Coverage Ratio
         shall be calculated using the most-recently ended two Fiscal Quarters
         and (iii) for the Fiscal Quarter ending September 30, 2005, the Fixed
         Charge Coverage Ratio shall be calculated using the most-recently ended
         three Fiscal Quarters. Solely for purposes of calculating the Fixed
         Charge Coverage Ratio, (x) Consolidated Fixed Charges shall exclude
         principal payments made on the Term A Loan and Term B Loan after March
         31, 2005 and (y) to the extent that the value of the Borrowers'
         inventory as of September 30, 2005 exceeds $53,725,100, such excess
         amount shall be deducted from Consolidated EBITDA."

         SECTION 2.06 AMENDMENT TO SECTION 8.3(b)(VI). Effective as of the date
hereof, Section 8.3(b)(vi) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                                       3

THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT


                  "(vi) increase the amount of the Aggregate Commitment or the
         Commitment of any Lender hereunder (other than pursuant to Section
         12.3);"

         SECTION 2.07 AMENDMENT TO SECTION 9.6(a)(II). Effective as of the date
hereof, Section 9.6(a)(ii) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(ii) field examinations and audits and the preparation of
         Reports at the Agent's then customary charge (such charge is currently
         $850 per day (or portion thereof) for each Person retained or employed
         by the Agent with respect to each field examination or audit) plus
         travel, lodging, meals and other out of pocket expenses, provided, that
         Loan Parties' reimbursement obligations with respect to field
         examinations shall apply to no more than four field examinations in any
         calendar year, unless a Default or Unmatured Default shall have
         occurred in the twelve (12) month period preceding such field
         examination;"

         SECTION 2.08 AMENDMENT TO COMMITMENT SCHEDULE. Effective as of the date
hereof, the Commitment Schedule of the Credit Agreement is hereby amended and
restated to read in its entirety as set forth in Exhibit A hereto.

         SECTION 2.09 AMENDMENT TO PRICING SCHEDULE. Effective as of the date
hereof, the Pricing Schedule of the Credit Agreement is hereby amended and
restated to read in its entirety as set forth in Exhibit B hereto.

         SECTION 2.10 INVENTORY APPRAISAL. Pursuant to Section 6.11 of the
Credit Agreement, Agent hereby requests two appraisals of the Borrowers'
inventory by an appraiser, and prepared on a basis, satisfactory to Agent and
Borrowers hereby agree to deliver the initial appraisal to Agent and Lenders by
no later than July 31, 2005 and the subsequent appraisal to Agent and Lenders
for inventory held on or after September 30, 2005 by no later than December 31,
2005.

         SECTION 2.11 COMMITMENT TERMINATION AND REDUCTION. The Loan Parties,
Agent and Lenders (a) agree to the Revolving Commitment Reduction and the Term
Loan Payoff and Commitment Termination on the terms set forth in this Amendment,
(b) acknowledge that the balance of the Term A Loans and Term B Loans (in each
case, including any accrued but unpaid interest) as of the date of the Term Loan
Payoff and Commitment Termination is $8,670,065.60 and shall be zero dollars
($0) after giving effect to the Term Loan Payoff and Commitment Termination and
(c) acknowledge that the Term B Termination Date shall be deemed to have
occurred on the date the Term Loan Payoff and Commitment Termination occurs.

                                  ARTICLE III
                              CONDITIONS PRECEDENT

         SECTION 3.01 CONDITIONS. The effectiveness of this Amendment is subject
to the satisfaction of the following conditions precedent, unless specifically
waived by Agent and Lenders:

                                       4

THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT



                  (a) Agent shall have received all of the following documents,
         each document (unless otherwise indicated) being dated the date hereof,
         duly authorized, executed and delivered by the parties thereto, and in
         form and substance satisfactory to Agent and Lenders:

                           (i) this Amendment;

                           (ii) updated intellectual property schedules to the
                  Security Agreement to that includes all intellectual property
                  owned by the Loan Parties as of the date hereof and, in
                  consideration of the agreements set forth herein, cause
                  evidence of Agent's liens thereon to be promptly recorded with
                  the United States Patent and Trademark Office; and

                           (iii) such additional documents, instruments and
                  information as Agent or Lenders or their legal counsel may
                  request.

                  (b) Agent and Lenders shall have received from Borrower an
         amendment fee in the amount of $100,000 (which shall be fully earned
         and non-refundable upon execution hereof) in consideration for entering
         into this Amendment;

                  (c) The representations and warranties contained herein, in
         the Credit Agreement, as amended hereby, and/or in the other Loan
         Documents shall be true and correct as of the date hereof as if made on
         the date hereof, except for such representations and warranties as by
         their terms expressly speak as of an earlier date;

                  (d) After giving effect to the transactions contemplated
         hereby, no event shall have occurred and be continuing or would result
         which constitutes a Default or Unmatured Default; and

                  (e) All corporate proceedings taken in connection with the
         transactions contemplated by this Amendment and all documents,
         instruments and other legal matters incident thereto shall be
         satisfactory to Agent, Lenders and their legal counsel.

                                   ARTICLE IV
                    LIMITED WAIVER AND POST CLOSING COVENANT

         SECTION 4.01 LIMITED WAIVER. Upon satisfaction of the terms and
conditions in Article III hereof, Required Lenders hereby waive (i)
non-compliance with the Fixed Charge Coverage Ratio set forth in Section 6.29.1
of the Agreement solely with respect to the Fiscal Quarter ending March 31, 2005
and (ii) payment of any Prepayment Fee due solely in connection with the Term
Loan Payoff and Commitment Termination.


                                       5

THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT



Except as specifically provided in this Amendment, nothing contained in this
Amendment shall be construed as a waiver by Agent or any Lender of any covenant
or provision of the Credit Agreement, the other Loan Documents, this Amendment,
or of any other contract or instrument between Borrowers or any Loan Party and
Agent and any Lender, and the failure of Agent or Lenders at any time or times
hereafter to require strict performance by Borrowers or any Loan Party of any
provision thereof shall not waive, affect or diminish any rights of Agent or
Lenders to thereafter demand strict compliance therewith. Agent and Lenders
hereby reserve all rights granted under the Credit Agreement, the other Loan
Documents, this Amendment and any other contract or instrument between Borrowers
or any Loan Party and Agent or any Lender.

         SECTION 4.02 POST CLOSING COVENANT. Borrower hereby agrees to deliver
file stamped UCC termination statements evidencing the termination of those
certain financing statements in favor of The CIT Group/Commercial Services, Inc.
covering certain assets of Funline on or before twenty-one (21) days following
the date hereof. It is understood and acknowledged that the Borrowers' failure
to satisfy this requirement in a timely manner will result in a Default under
the Credit Agreement.

                                   ARTICLE V
                  RATIFICATIONS, REPRESENTATIONS AND WARRANTIES

         SECTION 5.01 RATIFICATIONS. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Credit Agreement and except as expressly modified and superseded by
this Amendment, the terms and provisions of the Credit Agreement are ratified
and confirmed and shall continue in full force and effect. Additionally, each
Borrower and each Loan Party each hereby ratifies and confirms their agreements
under the Credit Agreement and the other Loan Documents as a Borrower and as a
Loan Party, respectively, as of the Closing Date.

         SECTION 5.02 RATIFICATION OF GUARANTY. Each Guarantor hereby ratifies
and confirms its guaranty to Agent and Lenders (the "Guaranty"). Each Guarantor
hereby represents and acknowledges that it has no claims, counterclaims,
offsets, credits or defenses to the Loan Documents or the performance of its
obligations thereunder. Furthermore, each Guarantor agrees that nothing
contained in this Amendment shall adversely affect any right or remedy of Agent
or Lenders under the Guaranty. Each Guarantor agrees that all references in such
Guaranty to the "Guaranteed Obligations" shall include, without limitation, all
of the obligations of Borrowers to Agent and Lenders under the Credit Agreement,
as amended hereby. Finally, each Guarantor hereby represents and acknowledges
that the execution and delivery of this Amendment and the other Loan Documents
executed in connection herewith shall in no way change or modify its obligations
as a guarantor, debtor, pledgor, assignor, obligor and/or grantor under the
Guaranty and shall not constitute a waiver by Agent or Lenders of any of their
rights against such Guarantor.

         SECTION 5.03 REPRESENTATIONS AND WARRANTIES. Each Borrower and each
Loan Party hereby represents and warrants to Agent and Lenders that (i) the
execution, delivery and performance of this Amendment and any and all other Loan
Documents executed and/or delivered in connection herewith have been authorized
by all requisite corporate action on the

                                       6

THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT



part of such Borrower and such Loan Party and will not violate the
certificate/articles of incorporation of such Borrower or such Loan Party or the
bylaws or other charter or organizational documents of such Borrower or such
Loan Party, (ii) the representations and warranties contained in the Credit
Agreement, as amended hereby, and any other Loan Document are true and correct
on and as of the date hereof as though made on and as of the date hereof except
to the extent such representations and warranties relate solely to an earlier
date, (iii) except as disclosed to Agent and Lenders in writing prior to the
date hereof, such Borrower or such Loan Party is in full compliance with all
covenants and agreements contained in the Credit Agreement, as amended hereby,
and (iv) such Borrower or such Loan Party has not amended its
certificate/articles of incorporation or bylaws since June 30, 2004.

                                   ARTICLE VI
                                  MISCELLANEOUS

         SECTION 6.01 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in the Credit Agreement or any other
document or documents relating thereto, including, without limitation, any Loan
Document furnished in connection with this Amendment, shall survive the
execution and delivery of this Amendment and the other Loan Documents, and no
investigation by Agent or any Lender or any closing shall affect the
representations and warranties or the right of Agent or Lenders to rely upon
them.

         SECTION 6.02 REFERENCE TO CREDIT AGREEMENT; OBLIGATIONS. Each of the
Loan Documents, including the Credit Agreement and any and all other agreements,
documents or instruments now or hereafter executed and delivered pursuant to the
terms hereof or pursuant to the terms of the Credit Agreement as amended hereby,
are hereby amended so that any reference in such Loan Documents to the Credit
Agreement shall mean a reference to the Credit Agreement, as amended hereby.
Each Borrower acknowledges and agrees that its obligations under this Amendment
and the Credit Agreement, as amended hereby, constitute "Obligations" as defined
in the Credit Agreement and as used in the Loan Documents.

         SECTION 6.03 EXPENSES. As provided in the Credit Agreement, each
Borrower agrees to pay on demand all reasonable costs and expenses incurred by
Agent in connection with the preparation, negotiation and execution of this
Amendment and the other Loan Documents executed pursuant hereto and any and all
amendments, modifications, and supplements thereto, including, without
limitation, the reasonable costs and fees of Agent's legal counsel, and all
reasonable costs and expenses incurred by Agent in connection with the
enforcement or preservation of any rights under the Credit Agreement, as amended
hereby, or any other Loan Document.

         SECTION 6.04 SEVERABILITY. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable. Furthermore,
in lieu of each such invalid or unenforceable provision there shall be added
automatically as a part of this Amendment a valid and enforceable provision that
comes closest to expressing the intention of such invalid unenforceable
provision.


                                       7

THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT



         SECTION 6.05 APPLICABLE LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED, AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE
TO NATIONAL BANKS.

         SECTION 6.06 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and
shall inure to the benefit of Agent, Lenders, Borrowers, the other Loan Parties
signatory hereto and their respective successors and assigns, except that
Borrowers may not assign or transfer any of their rights or obligations
hereunder without the prior written consent of each Lender.

         SECTION 6.07 COUNTERPARTS. This Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the same
instrument.

         SECTION 6.08 EFFECT OF WAIVER. No consent or waiver, express or
implied, by Agent or any Lender to or for any breach of or deviation from any
covenant or condition of the Credit Agreement shall be deemed a consent or
waiver to or of any other breach of the same or any other covenant, condition or
duty.

         SECTION 6.09 HEADINGS. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.

         SECTION 6.10 RELEASE. EACH BORROWER AND EACH OTHER LOAN PARTY SIGNATORY
HERETO HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET,
CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE
ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE
"OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE
FROM AGENT OR LENDERS. EACH BORROWER AND EACH OTHER LOAN PARTY SIGNATORY HERETO
HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT AND EACH
LENDER, THEIR RESPECTIVE PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF
ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE
THE DATE THIS AMENDMENT IS EXECUTED, WHICH ANY BORROWER OR ANY OTHER LOAN PARTY
SIGNATORY HERETO MAY NOW HAVE AGAINST AGENT AND ANY LENDER, THEIR PREDECESSORS,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, IF ANY, AND
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY


                                       8
THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT



LOANS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,
RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE
APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT
OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

         SECTION 6.11 NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

                  [Remainder of Page Intentionally Left Blank]







                                       9

THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT



         IN WITNESS WHEREOF, this Amendment has been executed on the date first
written above, to be effective upon satisfaction of the conditions set forth
herein.

                                       BORROWERS:


                                       ACTION PERFORMANCE COMPANIES, INC.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Chief Financial Officer
                                              ---------------------------------


                                       ACTION RACING COLLECTABLES, INC.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Chief Financial Officer
                                              ---------------------------------


                                       ACTION SPORTS IMAGE, L.L.C.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Chief Financial Officer
                                              ---------------------------------


                                       FUNLINE MERCHANDISE COMPANY, INC.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Secretary & Treasurer
                                              ---------------------------------


                                       JEFF HAMILTON COLLECTION, INC.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Chief Financial Officer
                                              ---------------------------------

THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT




                                       MCARTHUR TOWEL AND SPORTS, INC.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Chief Financial Officer
                                              ---------------------------------


                                       RACING COLLECTABLES CLUB OF AMERICA, INC.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Chief Financial Officer
                                              ---------------------------------


                                       TREVCO TRADING CORP.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Chief Financial Officer
                                              ---------------------------------


                                       LOAN PARTIES AND GUARANTORS:

                                       ACTION CORPORATE SERVICES, INC.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: President
                                              ---------------------------------


                                       AW ACQUISITION CORP.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Chief Financial Officer
                                              ---------------------------------


                                       CREATIVE MARKETING & PROMOTIONS, INC.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Chief Financial Officer
                                              ---------------------------------

THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT



                                       GORACING.COM, INC.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Chief Financial Officer
                                              ---------------------------------


                                       GORACING INTERACTIVE SERVICES, INC.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: President
                                              ---------------------------------


                                       RYP, INC.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Chief Financial Officer
                                              ---------------------------------


                                       THE FAN CLUB COMPANY, L.L.C.

                                       By:    /s/David M. Riddiford
                                              ---------------------------------
                                       Name:  David M. Riddiford
                                              ---------------------------------
                                       Title: Chief Financial Officer
                                              ---------------------------------

THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT




                                       AGENT AND LENDERS:

                                       BANK ONE, NA
                                       Individually, as Agent and LC Issuer


                                       By:    /s/Andrea Friedheim
                                              ---------------------------------
                                       Name:  Andrea Friedheim
                                              ---------------------------------
                                       Title: Vice President
                                              ---------------------------------


                                       NORTH FORK BUSINESS CAPITAL CORPORATION,
                                       as Lender

                                       By:    /s/Ari Kaplan
                                              ---------------------------------
                                       Name:  Ari Kaplan
                                              ---------------------------------
                                       Title: Vice President
                                              ---------------------------------


                                       FB COMMERCIAL FINANCE, INC.,
                                       as Lender

                                       By:    /s/Walter Castillo
                                              ---------------------------------
                                       Name:  Walter Castillo
                                              ---------------------------------
                                       Title: Vice President
                                              ---------------------------------

THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT




                                    EXHIBIT A


                               COMMITMENT SCHEDULE




                      REVOLVING     TERM A LOAN     TERM B LOAN    AGGREGATE
   LENDER            COMMITMENT     COMMITMENT      COMMITMENT     COMMITMENT
   ------            ----------     ----------      ----------     ----------
                                                       
Bank One, NA         $29,540,000        $0              $0         $29,540,000

North Fork
Business Capital
Corporation          $16,880,000        $0              $0         $16,880,000

FB Commercial
Finance, Inc.        $16,880,000        $0              $0         $16,880,000

Total                $63,300,000        $0              $0         $63,300,000




THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT




                                    EXHIBIT B

                                PRICING SCHEDULE



                                                                                           APPLICABLE
                                                        APPLICABLE MARGIN                  FEE RATE
                    --------------------------------------------------------------------   ----------
 FIXED CHARGE                                  TERM A                  TERM B     TERM B
COVERAGE RATIO       REVOLVER     REVOLVER      LOAN       TERM A       LOAN       LOAN      UNUSED
 (TRAILING 4        EURODOLLAR      ABR      EURODOLLAR   LOAN ABR   EURODOLLAR    ABR     COMMITMENT
  QUARTERS)           MARGIN       MARGIN      MARGIN      MARGIN      MARGIN     MARGIN      FEE
- --------------      ----------    --------   ----------   --------   ----------   ------   ----------
                                                                      
< 1.25 to 1.0             2.75%       0.50%        2.75%      0.75%        3.50%    1.25%       0.375%
- --------------      ----------    --------   ----------   --------   ----------   ------   ----------
> 1.25 to 1.0
but <
1.50 to 1.0               2.50%       0.25%        2.50%      0.50%        3.25%    1.00%       0.375%
- --------------      ----------    --------   ----------   --------   ----------   ------   ----------
> 1.50 to 1.0
but<
1.75 to 1.0               2.25%       0.25%        2.25%      0.25%        3.00%    0.75%       0.375%
- --------------      ----------    --------   ----------   --------   ----------   ------   ----------
> 1.75 to 1.0             2.00%       0.25%        2.00%      0.00%        2.75%    0.50%       0.375%


         "Financials" means the annual or quarterly financial statements of the
Borrowers delivered pursuant to Section 6.1 of the Amended and Restated Credit
Agreement.

The applicable margins and fees shall be determined in accordance with the
foregoing table based on the Borrowers' most recent Financials (commencing with
the Financials for the period ending December 31, 2004). Adjustments, if any, to
the applicable margins fees shall be effective five Business Days after the
Agent has received the applicable Financials. If the Borrowers fail to deliver
the Financials to the Agent at the time required pursuant to the Amended and
Restated Credit Agreement, then the applicable margins and fees shall be the
highest applicable margins and fees set forth in the foregoing table until five
days after such Financials are so delivered. It is the agreement of the parties
hereto that during the period from the Closing Date through September 30, 2005,
the applicable margins and fees shall be determined in accordance with the
foregoing table but shall not be less than the margins applicable as if the
Fixed Charge Coverage Ratio were greater than 1.25 to 1.0 but less than 1.50 to
1.0.

THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Fred W. Wagenhals, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Action Performance Companies, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrants internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Fred W. Wagenhals

Fred W. Wagenhals

Chief Executive Officer

May 10, 2005

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EX-31.2

Exhibit 31.2

CERTIFICATION

I, David M. Riddiford, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Action Performance Companies, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrants internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ David M. Riddiford

David M. Riddiford
Chief Financial Officer
May 10, 2005

27

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Action Performance Companies, Inc. (the Company) for the quarter ended March 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Fred W. Wagenhals, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Fred W. Wagenhals

Fred W. Wagenhals
Chief Executive Officer
May 10, 2005

28

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Action Performance Companies, Inc. (the Company) for the quarter ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David M. Riddiford, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David M. Riddiford

David M. Riddiford
Chief Financial Officer
May 10, 2005

29

EX-99.1

Exhibit 99.1

Private Securities Litigation Reform Act of 1995
Safe Harbor Compliance Statement for Forward-Looking Statements

In passing the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), Congress encouraged public companies to make “forward-looking statements” by creating a safe-harbor to protect companies from securities law liability in connection with forward-looking statements. We intend to qualify both our written and oral forward-looking statements for protection under the PSLRA.

The words “believe,” “expect,” “anticipate,” “plan” and “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements, and that could negatively affect the Company’s business and stock price, include, but are not limited to:

•   Any decrease in popularity or growth rate of motorsports, and NASCAR racing in particular, could adversely affect our business, including our net sales;

•   If our existing license agreements are not profitable, or if we are unable to enter into profitable license agreements in the future or renew our existing profitable license agreements, our business could be adversely affected;

•   If we were unable to enforce and preserve our rights under our license agreements, we would lose the competitive advantage provided by these agreements;

•   If we were unable to maintain and capitalize on our key license agreements, our business would be adversely affected;

•   Any disruptions in the business of our third-party manufacturers, particularly Early Light Industrial Co. Ltd., could adversely affect our business;

•   Our business could be adversely affected if we are unable to continue to design and market high-quality products that appeal to our customers;

•   We face a variety of risks associated with the acquisition and integration of new business operations;

•   We face risks associated with our exclusive relationship with QVC and the outsourcing of the operations of our collectors’ club;

•   Our business could be adversely affected by the loss of key members of our senior management, particularly Fred W. Wagenhals;

•   We depend on a limited number of mass-merchant retailers to purchase a significant portion of our products;

•   We depend on a limited number of wholesale distributors to sell a significant portion of our products;

•   We may experience seasonal fluctuations in sales that could affect our earnings and the trading price of our common stock;

•   Our competitive position depends on a number of factors, and we may encounter competition from companies that are able to devote greater resources to marketing and promotional campaigns than we do;

•   We face risks associated with our international operations;

•   Because we import our die-cast products, our business is subject to potential adverse trade regulations and restrictions;

•   We have exposure to Chinese and European currency rate fluctuations;

•   Any material increase in the cost of the raw materials used to manufacture our products could have a material adverse effect on our cost of sales;

•   Our ability to recover the value of our goodwill and other intangibles is dependent on the success of our strategies;

•   We have limited protection of our intellectual property, and others could infringe on or misappropriate our rights;

30

•   Product liability, product recalls, and other claims relating to the use of our products could adversely affect our business;

•   We have debt, and we may be unable to continue to meet debt covenants;

•   We expect to incur additional expenses in complying with corporate governance and public disclosure requirements;

•   The market price of our common stock has been, and in the future could be, extremely volatile;

•   Sales of additional shares of common stock could have a depressive effect on the market price of our common stock;

•   It may be difficult for a third party to acquire us, even if the acquisition would be in the best interests of shareholders; and

•   Other factors identified in our Form 10-K Report for the year ended September 30, 2004 under the caption “Business – Risk Factors.”

Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties, which could cause actual events or results to differ materially from those projected. Due to these inherent uncertainties, the investment community is urged not to place undue reliance on forward-looking statements. In addition, we undertake no obligations to update or revise forward-looking statements to reflect changed assumptions, the occurrence of anticipated events or changes to projections over time. As a result of these and other factors, our stock price may fluctuate dramatically.

31