SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the quarterly period ended December 31, 2004

Commission file number 0-21630

ACTION PERFORMANCE COMPANIES, INC.

1480 South Hohokam Drive
Tempe, AZ 85281

(602) 337-3700

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. Yesþ Noo

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.

Table of Contents

PART I- FINANCIAL INFORMATION

ITEM 1. Financial Statements

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

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 Loss
Three Months Ended December 31, 2004 and 2003
(in thousands, except per share data)

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
Three Months Ended December 31, 2004 and 2003
(in thousands)

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
DECEMBER 31, 2004

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, FASB issued SFAS No. 123(R), “Share-Based Payment.” FASB 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 July 1, 2005. We are currently evaluating SFAS 123(R) to determine our transition method and the impact 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 German subsidiaries. Accordingly, this act has no impact on our financial statements.

SHAREHOLDERS’ EQUITY

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:

Options generally vest ratably over three 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 loss and per share amounts would have been the following pro forma amounts (in thousands, except per share data):

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

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	(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 $7.5 million in cash at December 31, 2004, 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 loss follow (in thousands):

The impact of certain options and warrants outstanding for the purchases of 2.1 million and 1.3 million shares of common stock at an average price of $23.52 and $30.65 were not included in the calculation of diluted EPS for the three months ended December 31, 2004 and 2003, because to do so would be antidilutive. The options and warrants had exercise prices greater than the average market price of the common stock for the three months ended December 31, 2004 and 2003, but could potentially dilute EPS in the future. The impact of outstanding 4³/4% convertible subordinated notes were not included in the calculation of diluted EPS for the three months ended December 31, 2003, because to do so would have been antidilutive.

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

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joint venture, which is included in other long-term assets, was $0.9 million at December 31, 2004, and $0.6 million at September 30, 2004, and earnings on our investment in the joint venture, which is included in other income, were $0.3 million and $0.6 million for the three months ended December 31, 2004 and 2003.

SUPPLEMENTAL CASH FLOW INFORMATION

During the quarter ended December 31, 2004, we recorded a $2.5 million allowance for doubtful accounts to reserve for estimated uncollectible receivables from distributors and recorded a $1.2 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 financial position, results of operations, or cash flows.

In October 2004, we settled a lawsuit with New Hampshire Speedway, Inc. (NHS), 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 officers, including a former officer. 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;
	•	Expanding our traditional retail channels; and
	•	Controlling expenditures.

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 have decreased planned capital expenditures;
	•	Reorganized the departments that handle the product design, approval, and production process of die-cast; and
	•	Announced our intent to restructure our wholesale NASCAR die-cast distribution model from a distributor-based model to a direct-to-retail model. We have restricted credit to five 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.

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Actions taken to control expenditures include:

	•	Reduced the workforce at our Tempe headquarters by approximately 20%;
	•	Closed the Los Angeles location of Jeff Hamilton Collections and consolidated the operations. The Jeff Hamilton product line is now distributed through our other divisions;
	•	Decided not to declare a dividend in the quarter ending March 31, 2005,
	•	Established a policy for capital expenditures to limit annual spending to a level below annual depreciation; and
	•	Initiated plans to open a sourcing office in mainland China to reduce the cost of production.

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 to enable us to achieve 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 distribute 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

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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.

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 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.

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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 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

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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. 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. Were we required to record compensation expense for these options, the charge to earnings might be significant (See Shareholders’ Equity 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 December 31:

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

Three Months Ended December 31, 2004, Compared with Three Months Ended December 31, 2003

Net sales increased $4.8 million, or 6.8%, to $76.1 million for the three months ended December 31, 2004, compared to $71.2 million in the prior year quarter.

Domestic die-cast sales increased $0.1 million, or 0.1%, from the prior year quarter while foreign die-cast sales increased $0.9 million, or 9.5%. The domestic die-cast segment sales increase of $0.1 million is comprised of a $0.5 million increase in our wholesale distribution and promotion revenues, offset by a $0.1 million decrease in our die-cast retail collectors’ catalog club revenues, and a $0.3 million decrease in domestic die-cast wholesale sales to mass-merchant retailers. We expect our domestic die-cast wholesale distribution and promotion revenues and collectors’ catalog club revenues in 2005 to remain comparable to 2004 as we continue to work to improve our die-cast distribution model and reduce the number of die-cast SKUs. Domestic die-cast wholesale sales to mass-merchant retailers consisted of $13.0 million and $4.5 million of Funline and NASCAR die-cast sales in the first quarter of 2004, compared to $13.2 million and $4.6 million of Funline and NASCAR die-cast sales in the first quarter of 2003. We now expect NASCAR die-cast sales to mass-merchant retailers to increase over 2004 and Funline die-cast sales to mass-merchant retailers to total at or below 2004 levels, based on recent merchant feedback. The 9.5% increase in foreign die-cast sales from the prior year first quarter, was primarily the result of the 8.9% change in the euro-to-U.S. dollar exchange rate between the periods.

Domestic apparel and memorabilia segment sales, exclusive of trackside, increased $1.1 million, or 5.3%, to $22.7 million in the quarter ended December 31, 2004, compared to $21.5 million in the quarter ended December 31, 2003.

Trackside sales increased $0.9 million, or 14.1%, 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. Trackside sales increased year over year, at all but one of the seven races during the first quarter.

The 2.2% decline in gross profit, to 21.6% of net sales in the first quarter of 2005, from 23.8% in the first quarter of 2004, was impacted by changes in segment gross margins as follows:

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Domestic die-cast gross margins declined 5.6% 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 quarter of 2005 and lower margins on other Funline product lines. Domestic apparel and memorabilia margins declined 2.7% as a result of first quarter write-downs of Jeff Hamilton inventory of $1.2 million, offset by other margin improvements. The 2.1% 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 $22.9 million, or 30.1% of net sales, in the three months ended December 31, 2004, compared to $19.9 million, or 28.0% of net sales, in the three months ended December 31, 2003. The increase was $3.0 million, or 15.1%, from the prior year quarter. Selling, general, and administrative expenses in the first quarter of 2005 included a $2.5 million provision for doubtful accounts for distributor receivables, a $0.4 million severance expense for our former Chief Financial Officer compared to the first quarter of 2004, which included the $0.9 million settlement of litigation with Dover International Speedway. The remaining net increase in selling, general and administrative expenses was primarily due to incremental operating costs associated with the increase in trackside sales.

Interest expense of $0.3 million in the three months ended December 31, 2004, was $0.1 million lower than interest expense in the comparable prior year period, as a result of convertible subordinated note repurchases.

Foreign currency gains were $1.7 million for the three months ended December 31, 2004, versus a foreign currency gain of $0.8 million for the three months ended December 31, 2003. Changes in the euro-to-U.S. dollar exchange rate resulted in translation gains of $1.7 million and $1.3 million for the three months ended December 31, 2004 and 2003. These gains resulted from translation of German advances payable, which are denominated in U.S. dollars. In the three months ended December 31, 2003, these translation gains were offset by a loss of $0.5 million on a forward exchange contract.

The effective tax rate of 39% for the three months ended December 31, 2004 was higher than the 37.8% effective tax rate for the three months ended December 31, 2003, primarily due to the impact of nondeductible expenses on lower projected pre-tax income and foreign subsidiary income comprising a larger portion of projected total taxable income in 2005 then 2004. Our foreign subsidiary is subject to higher tax rates than our domestic operations.

Liquidity and Capital Resources

Working capital decreased $7.3 million to $79.7 million at December 31, 2004, from $87.0 million at September 30, 2004. Cash increased $0.2 million to $12.8 million at December 31, 2004, from $12.6 million at September 30. Cash increased as a result of decreases in accounts receivable, net of allowances ($8.2 million) and decreases in inventories ($3.9 million). The increase in cash was offset by reductions in cash used for net property and equipment expenditures ($7.1 million), payments for acquisitions of businesses and intangibles ($0.4 million), dividends to common and minority interest shareholders ($1.3 million), increases in other current assets, and decreases in other current liabilities.

Days sales outstanding, calculated on quarterly sales, was 52.9 days as of December 31, 2004, compared to 48.9 days as of September 30, 2004, and 69.8 days as of December 31, 2003. The increase from September 30, 2004, reflects the larger portions of revenues coming from retail channels that have longer dating terms and the timing of die-cast shipments.

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Inventories at December 31, 2004, decreased $3.5 million from amounts at September 30, 2004. Of this decrease, $1.5 million was attributable to a reduction of Jeff Hamilton inventory levels and $1.2 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.

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 $42 million and $43 million at December 31, 2004 and 2003. Apparel and memorabilia backlog was approximately $24 million and $12 million at December 31, 2004 and 2003. Backlog on any date in a given year is not necessarily indicative of future sales.

Capital expenditures related principally to ongoing investments in tooling were $7.1 million for the three months ended December 31, 2004, and included $3.4 million applicable to foreign operations and $2.8 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 accrued $1.7 million as additional consideration payable in cash. 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 (Term Loan A) and a three-year term loan of $10.0 million (Term Loan B). As the term loans are repaid, the available revolving credit facility will increase by an equivalent amount, subject to the borrowing base calculation. 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 $15.3 million at December 31, 2004.

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 agreements’ required minimum fixed charge coverage ratio of 1.15 for the nine months ended December 31, 2004, however, the agreement was amended in February 2005 to eliminate that test. Under the amended agreement, we will be required to meet a minimum fixed charge coverage ratio for the three months ended March 31, 2005, of 0.80 and a minimum fixed coverage ratio of 1.50 for the six months ended June 30, 2005 and the nine months ended September 30, 2005. Based on current projections, we expect to be in compliance with our covenants through December 31, 2005, however, we expect our actual fixed charge coverage ratio to be close to the requirement throughout that period.

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As of December 31, 2004, results of the other covenant calculations were as follows:

As amended, until December 31, 2005, our credit facility bears interest at 2.25% or prime plus 0.00%, Term Loan A bears interest at LIBOR plus 2.50% or prime plus 0.50%, and Term Loan B bear interest at LIBOR plus 3.25% or prime plus 1.00%. After December 31, 2005, the revolving credit facility bears interest at LIBOR plus 1.75% – 2.50% or prime plus 0.00% – 0.25% (5.25% at December 31, 2004), and the term loans bear interest at LIBOR plus 2.00% – 3.50% or prime plus 0.00% – 1.25% (Term Loan A 5.75% and Term Loan B 6.25% at December 31, 2004), depending on our fixed coverage ratio, as defined. 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 foreseeable future. We do not currently anticipate a change in our capital structure or the use of off-balance sheet financing arrangements.

In September 2002, we initiated an ongoing 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):

Under our amended loan and security agreement, we are required to obtain written consent prior to declaring dividends on our common stock. We do not intend to have a dividend declared in the quarter ending March 31, 2005. The evaluation of paying a dividend will be made on a quarter-by-quarter basis.

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 and backlog; plans for future operations; financing needs or plans and liquidity; the impact of changes in interest rates; the impact of changes in currency exchange rates; plans relating to our products; 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” describe factors, among others, that could contribute to or cause such differences. These factors may also affect our business generally and as a result, 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

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change our annual interest expense $0.1 million, if our variable rate debt remains at December 31, 2004, 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. An 8% change in the euro exchange rate would have changed the net income from that operation in the twelve months ended December 31, 2004 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 $16.4 million at December 31, 2004. In the three months ended December 31, 2004, 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).

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 December 31, 2004. 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 quarterly 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.

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PART II — OTHER INFORMATION

ITEM 1. Legal Proceedings

In October 2004, we settled a lawsuit with New Hampshire Speedway, Inc. (NHS), 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 officers, including a former officer. 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

Effective December 31, 2004, we issued 40 thousand shares of Action Performance common stock in connection with our previous acquisition of Funline. The issuance of these shares represented additional consideration as the result of meeting earn-out targets established in the Funline acquisition agreement. The value of the shares issued was $0.4 million. This transaction was exempt from registration under Section 4(2) of the Securities Act of 1933. We have filed a registration statement with the Securities and Exchange Commission for these shares. This registration statement was filed on January 15, 2004 and became effective on February 3, 2004.

ITEM 3. Defaults Upon Senior Securities

Not applicable

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

Not applicable

ITEM 5. Other Information

Not applicable

ITEM 6. Exhibits and Reports on Form 8-K

(a)	Exhibits -

	10.77	Second Amendment to Amended and Restated Credit Agreement, dated February 8, 2005, by and among Action Performance Companies, Inc. and certain subsidiaries and affiliates, as guarantors, and Bank One, NA.
	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
	31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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99.1

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

(b)	Reports on Form 8-K -

We filed a current report on Form 8-K, dated October 8, 2004, announcing the resignation of R. David Martin as Chief Financial Officer, Secretary, Treasurer, and Director.

We filed a current report on Form 8-K, dated October 12, 2004, announcing the appointment of David M. Riddiford as Chief Financial Officer, Secretary, Treasurer, and Director.

We filed a current report on Form 8-K, dated November 12, 2004, reporting that our board of directors declared a quarterly dividend of five cents ($0.05) per share of common stock.

We filed a current report on Form 8-K, dated November 15, 2004, reporting that we issued a press release announcing our fourth quarter and twelve months ended September 30, 2004, results.

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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.

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EXHIBIT INDEX

10.77	Second Amendment to Amended and Restated Credit Agreement, dated February 8, 2005, by and among Action Performance Companies, Inc. and certain subsidiaries and affiliates, as guarantors, and Bank One, NA.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Private Securities Litigation Reform Act of 1995 Safe Harbor Compliance Statement for Forward-Looking Statements