10-K 1 koala10k-1202.txt FORM 10-K FOR DECEMBER 31, 2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ----- EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ----- EXCHANGE ACT OF 1934 Commission File Number: 0-22464 KOALA CORPORATION (Exact Name of Registrant as Specified in Its Charter) Colorado 84-1238908 -------- ---------- (State of Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 7881 South Wheeling Court Englewood, Colorado 80112 ------------------------- (Address of Principal Executive Offices) (303) 539-8300 -------------- (Registrant Telephone Number, Including Area Code) Securities Registered Under Section 12(b) of the Act: None Securities Registered under Section 12(g) of the Act: Common Stock, $.10 par value ---------------------------- (Title of Class) Common Stock Purchase Rights ---------------------------- (Title of Class) Indicate by checkmark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. _X_ Yes ___ No Indicate by checkmark if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by checkmark whether the registrant is an accelerated filer: ___ Yes _X_ No As of June 28, 2002, the aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant computed by reference to the last quoted price at which such stock sold on such date as reported by the Nasdaq Market was $5,878,489. As of March 26, 2003, there were outstanding 6,778,334 shares of the issuer's Common Stock, $.10 par value. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for its 2003 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. PART I ITEM 1. DESCRIPTION OF BUSINESS This report contains forward-looking statements that describe our business and our expectations. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe, intend or anticipate will or may occur in the future, are forward-looking statements. When used in this Form 10-K, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," "believe" and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") regarding events, conditions and financial trends that may affect our future plan of operations, business strategy, operating results and financial position. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements herein. These risks and uncertainties include, but are not limited to, those discussed in "Risk Factors" below. BUSINESS We are a leading designer, producer and worldwide marketer of innovative commercial products, systems and custom solutions that create attractive family-friendly environments for businesses and other public venues. We produce family convenience products, such as baby changing stations and high chairs; children's activity products, such as activity tables, carpets and foam play products; and children's modular play equipment, including interactive water and foam play systems. We intend to continue to capitalize on brand name recognition established through our market-leading Koala Bear Kare(R) Baby Changing Station. We market our products, systems and custom solutions to a wide range of businesses and public facilities that serve customers and visitors who bring children to their establishments. Our customers include Walt Disney World, The Mayo Clinic, Target Stores, McDonalds, Pizza Hut, Burger King franchises and many other customers in the retail, health care, supermarket, entertainment venue and numerous other markets. We believe that the Koala Bear Kare brand is widely recognized among family-friendly businesses and their customers. We provide high-quality products with design features that cater to the needs of our customers. We believe that competition in our various product categories is fragmented and that we benefit from offering a broad selection of branded products to our customers. We intend to continue providing family-friendly products, systems and custom solutions through strategic initiatives including: capitalizing on brand recognition; maximizing market penetration; maintaining low cost, high quality production; developing new solutions and enhanced products; and expanding our international marketing. Our public filings are available at our web site at http://www.koalabear.com and may also be obtained through the Securities and Exchange Commission at its web site at http://www.sec.gov. No information or documents at our web site are incorporated herein. History We were formed as a Colorado corporation in July 1993. Our predecessor was formed in 1987 to produce and market a newly designed baby changing station. This product established the foundation for our growth, and we believe that we are the market leader in baby changing station products in terms of units sold. During the 1990's, we developed from a single product company into a diversified designer, producer and marketer of family convenience products, children's activity products and children's modular play equipment. We introduced the Child Protection Seat in 1991 and the Infant Seat Kradle in 1993. In 1994, we acquired the rights to the Booster Buddy(R) booster seat. We began offering children's activity systems in 1996, following the acquisition of a producer of activity products. This acquisition initiated the development of the Koala Kare(TM) System, which allows businesses to create custom activity systems to suit individual space requirements and customer needs. We continued to expand our product offerings in 1997 with new products such as the Koala(TM) Highchair, and the acquisition of Delta Play, a custom manufacturer of creatively themed, modular indoor children's play systems. With the acquisition of Park Structures in 1998, we entered the outdoor children's modular play market. We completed several acquisitions of complementary businesses and products in 1999 and 2000. In 1999, we purchased the assets of Superior Foam & Polymers, Inc. and Smart Products, Inc. Superior Foam manufactures and markets children's foam activity products to amusement parks, water parks, shopping malls and retail stores. Smart Products manufactures and distributes child safety and parental convenience products to grocery stores, retailers and restaurants. In 2000, we acquired SCS Interactive, Inc. and Fibar, Inc. SCS designs, manufactures and markets children's interactive water play equipment for use in family entertainment centers, water 2 parks and amusement parks. Fibar markets and distributes playground surfacing systems for use in outdoor playground and equestrian sites. As a result of our product diversification efforts, the Baby Changing Station, while continuing to be a growth opportunity for us, represented less than 20% of our sales in 2002. In April 2002, our Chief Executive Officer resigned and we began a comprehensive review of our operations and our strategic business plan. As a result of this review, in January 2003, we implemented the reorganization of the management of Delta Play Company, SCS Interactive and Superior Foam under the name of KoalaPlay Group. This reorganization was designed to improve operations, sales and marketing effectiveness. In the fourth quarter of 2002, we formalized a plan to dispose of Park Structures. We determined that the outdoor playground equipment product line no longer fit into our strategic plan and that the promotional and capital investment necessary to maximize the profitability of this product line was greater than our available resources. In January 2003, we sold Park Structures for approximately $4.3 million. Discussions and amounts herein for all years presented relate to continuing operations only, unless otherwise noted. See Note 14 to the consolidated financial statements for further discussion on discontinued operations. See also Management's Discussion and Analysis of Financial Condition and Results of Operations. Industry Overview The Family Convenience and Children's Activity Market. We believe that parents are traveling, shopping and dining out with their children more often due to societal changes and demographic trends, including the strict time constraints of two-income and single parent households. A March 1998 national market research study conducted for us by the Howell Research Group reported that nearly seven out of ten parents (68%) interviewed shopped with their children either all the time (27%) or most of the time (41%). According to the study, the impact of child-friendly facilities is very positive. The majority of women and a large number of the men interviewed said they shopped more frequently and spent more time and money at child-friendly stores. We believe that businesses increasingly need to create an accommodating and positive environment for children in order to attract customers, increase sales and create customer loyalty. We have developed and acquired family convenience and children's activity products to help businesses meet these needs. The United States Department of Justice estimates that there are over 5,000,000 public facilities in the United States that could use our bathroom family convenience products, including restaurants, retail stores and shopping centers. We estimate that the market for our children's activity products includes approximately 1,500,000 facilities. We currently target over 160 categories of facilities to purchase our family convenience and children's activity products, including quick service restaurants, airports, stadiums, convention centers, supermarkets and other retail establishments. The Children's Modular Play Market. The children's modular play market is comprised of indoor and outdoor areas for child play. Customers for indoor children's modular play equipment include many of the same businesses that purchase family convenience and children's activity products. We believe that many of the same demographic trends in the family convenience and children's activity segments are driving demand for indoor children's modular play products. In addition, we believe that customers increasingly are looking for theming and custom-designed equipment in order to create a unique family-friendly atmosphere for their businesses. The children's outdoor modular play market for products produced by Fibar and SCS includes municipalities and other governmental agencies, public parks, public and private water parks, public and private schools, day care centers, developers, apartment complexes, family entertainment centers and amusement parks. Business Strategy Our primary business objectives are to improve our financial condition and to grow sales and earnings by continuing to be a leading provider of family-friendly products, systems and solutions. Our key strategic initiatives are summarized below. Operational Restructuring and Consolidation. During the second half of 2001, we initiated an operational restructuring of the Company with the intent of materially reducing operating costs and improving margins. The strategy included a consolidation of manufacturing and administrative functions into our Denver headquarters and manufacturing facility, implementation of a new Oracle accounting system and personnel reductions. During 2002, we completed the implementation of the Oracle accounting system, consolidated Fibar's administrative functions and consolidated most of our treasury functions to Denver. We also executed an aggressive cost reduction program in 2002 that included the reduction of our workforce by an additional 80 employees, or 30%. 3 With the resignation of our Chief Executive Officer in April 2002, we conducted a comprehensive review of the original operational restructuring plan. As a result of this review, we concluded that the implementation of the manufacturing consolidation to the Denver facility at this time would cause severe disruptions to our operations and would require capital investment levels that we did not believe were prudent. Accordingly, we did not consolidate the manufacturing operations to the Denver facility. We will continue to evaluate manufacturing consolidation options in 2003. In the fourth quarter of 2002, we formalized a plan to dispose of Park Structures. We determined that the outdoor playground equipment product line no longer fit into our strategic plan and that the promotional and capital investment necessary to maximize profitability of this product line was greater than our available resources. In January 2003, we sold Park Structures for approximately $4.3 million, and will focus our resources on development of our remaining product lines and improving profitability in other operations. We are pursuing several initiatives intended to increase our liquidity, including accelerating the receipt of a $2.6 million tax refund generated from the 2002 net operating loss carry-back, facility rent reductions, aggressive cost cutting programs, aggressive inventory and accounts receivable management and possible asset sales. We also have engaged in discussions with our lenders and potential investors regarding a long-term restructuring of our credit facility and recapitalization of our balance sheet. We have engaged an investment banker to assist us in developing and executing a recapitalization plan. For additional discussion of our restructuring and recapitalization plans, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources." Capitalize on Brand Name Recognition. We believe that the Koala Bear Kare brand name has achieved significant recognition with businesses and their customers through the reputation of the Koala Bear Kare Baby Changing Station. We intend to continue to leverage this brand recognition through the marketing and licensing of our Koala Bear Kare brand and our other family convenience and children's activity products and children's modular play systems. As noted above, in 2003 we began marketing the product lines of Delta, SCS and Superior Foam under the name of KoalaPlay Group to capitalize on this brand name recognition. In addition, we have begun to pursue licensing the Koala brand to related products. As an example, in 2001 we entered into a product licensing agreement with Associated Hygienic Products to market a disposable diaper changing pad to be sold in the retail market. We continue to pursue and evaluate opportunities to license the Koala brand. Maximize Market Penetration. We intend to continue to increase market penetration through an integrated marketing effort that includes manufacturer's representative and dealer sales, direct sales, trade shows and trade magazine advertising. We are continuing our direct telesales programs, which include direct mail campaigns. We also intend to expand the cross selling of products to new and existing customers and to expand the categories of facilities that purchase our products. In 2003, we began marketing the product lines of Delta, SCS and Superior Foam under the name of KoalaPlay Group to maximize the synergies that these complementary product lines offer to our customers. Maintain Low Production Costs and High Quality. We practice a "buy or build" philosophy that seeks to maintain low production costs without compromising quality. As a result, we currently outsource a substantial portion of our manufacturing and assembly functions and handle certain design functions. We believe that our new office and manufacturing facility provides us with greater flexibility in vertically integrating operations by acquiring equipment and reengineering our manufacturing processes. We have also reorganized the management of the manufacturing operations of Delta, SCS and Superior Foam under KoalaPlay Group and believe that this will improve their manufacturing efficiency. As a result, our reliance on contract manufacturing may decrease and we expect that this would result in meaningful savings and improve overall quality. Develop New Solutions. We seek to develop new solutions in order to meet customer expectations and expand our business. For example, we designed the Koala Highchair with unique features in response to restaurants' concerns about the cleanliness and difficulties using their existing highchairs. We also continually seek to improve and enhance our existing products and systems in response to customer needs. Expand International Marketing. We sell our products worldwide. Sales to customers outside of North America have increased from approximately $1.1 million in 1996 to approximately $5.9 million in 2002. We have a sales vice-president who is specifically focused on the international market. During 2002, we expanded international sales responsibilities to additional sales executives. In addition, we plan to increase our international sales through increased cross-selling of our products. 4 Products and Segments We market our products in two product segments: family convenience and children's activity products, and children's modular play equipment products. These products are sold to businesses and other customers located in all 50 states and in approximately 50 foreign countries. Additional information regarding the segments and their revenue is contained in Item 8. Family Convenience and Children's Activity Products. Our family convenience products include: o the Koala Bear Kare Baby Changing Station o the Koala Bear Kare Child Protection Seat o the Koala Bear Kare Infant Seat Kradle o the Booster Buddy Booster Seat, and o the Koala Bear Kare Highchair. We also market disposable sanitary paper liners to be used with our Baby Changing Stations. All of these products, except for the Infant Seat Kradle and the sanitary paper liners, are constructed out of durable polyethylene plastic and are highly resistant to accidental damage or vandalism. With the acquisition of Smart Products, we added complementary infant safety and customer service products including shopping cart seats, highchairs, and SmartStrap child protection straps. Our children's activity products consist of the Koala Bear Kare Block and Maze Activity Table, Koala Bear Kare Wonder Wall and Koala Bear Kare Activity Center Carpet. These products, which include manipulative activities and colorful blocks, letters, numbers and designs, are designed for use in commercial waiting areas of businesses such as grocery stores, auto dealers, retail stores, physicians and other professional services providers. These products are solidly constructed to withstand heavy use and include hygienic maintenance features. We market these products individually or under the name Koala Kare Systems. The Koala Kare Systems allow businesses to create custom activity systems to suit individual space requirements and customer needs. These systems range from individual activity tables in doctors' offices to large children's activity or play areas in supermarkets comprising several thousand square feet where children are supervised in a controlled environment. Selected activity products with interactive video machines and other interactive products create a children's activity setting that allows parents to shop while their children are entertained in a safe, clean and child-friendly environment. The acquisition of Superior Foam added children's foam activity products to our product offerings. The foam activity products are manufactured using a proprietary process for applying specialized urethane coatings, which make the products durable and resistant to extreme weather conditions. The products are created in a variety of customized themes ranging from zoo animals to pirate ships and are typically sold to water parks, shopping malls and retail stores. For the years ended December 31, 2002, 2001 and 2000, our Family Convenience and Children's Activity Products accounted for 40%, 34% and 38%, respectively, of our consolidated revenues. Children's Modular Play Equipment. We currently market modular and custom themed children's indoor play equipment. We work with each customer to create custom designs that incorporate traditional modular components such as tunnels, walkways, ladders and ball pits with creative theming, such as a pirate's ship or jungle tree house. These products are designed for use in family entertainment centers, quick-service restaurants and shopping malls. The acquisition of Fibar in 2000 expanded our product offerings into children's outdoor playground surfacing. Fibar markets and distributes playground surfacing systems consisting primarily of engineered wood fibers that provide a safe and accessible playground surface at a lower relative cost. SCS manufactures interactive water play equipment such as water cannons and other interactive elements presented in attractive themes and combined with slides, fountains and waterfalls used in water parks. SCS also created a dry variation of its interactive designs marketed as the "foam factory" to family entertainment centers. For the years ended December 31, 2002, 2001 and 2000, our Modular Play Equipment accounted for 60%, 66% and 62%, respectively, of our consolidated revenues. Marketing and Sales Family Convenience and Children's Activity Products. Our marketing strategy for family convenience and children's activity products consists of extending the Koala Bear Kare brand name, introducing new concepts and creating new groups of customers for our products around our "family friendly" theme. We use a combination of dealer sales and direct sales to market these products. Since 1995, we have increased our sales and marketing costs in an effort to increase sales to a wider market. Our distribution network consists of manufacturer's sales representatives and dealers. The manufacturer's sales representatives promote our products to the dealers, who purchase the products from us and resell them to customers. The manufacturer's representatives receive commissions from the sale of our products. Most dealers are not granted any exclusive rights for products or territory. 5 Our direct sales program targets national accounts that prefer to buy directly from manufacturers and other end users that do not qualify as national accounts or are not served by dealers. Superior Foam's unique product offerings are sold by our direct sales staff. In 1999, we broadened our direct sales capabilities with the expansion into business-to-business telesales. The expansion included capital investment in telecommunications and data equipment designed for managing our telesales and direct mail programs. Dealer sales have accounted for a majority of our foreign sales. Factory sales managers who are experienced in international sales currently serve international dealers. We intend to continue to expand international marketing activities by adding dealers and by locating Koala employees in selected markets around the world to supervise international sales activity. In addition, we plan to increase international sales of convenience and children's activity products through increased cross selling of these products. We support our marketing and sales activities through attendance at national and international industry trade shows in various market segments, and by advertising in trade magazines. Our advertising theme communicates that being family-friendly may increase business through increased customer loyalty. Our active public relations program is aimed at providing information about the concept of being family-friendly and illustrating the benefits of our family convenience and children's activity products. We assist industry publications in creating editorial content or news stories about the emerging trends around families' decisions about where to shop, eat or visit. In addition, our sales managers host educational seminars for decision-makers at key industry trade shows. Children's Modular Play Equipment. We market and sell custom indoor modular play equipment through trade show attendance, trade journal advertising and regular contact by our salespeople with designers of projects in various markets. Delta sells indoor modular play equipment nationwide and internationally through an in-house sales staff. Delta's marketing programs include attendance at national and regional industry trade shows, a focused media advertising campaign and publication of a product catalog. Fibar markets playground surfacing products through a network of approximately 42 dealers, most of whom also sell modular playground equipment. SCS's interactive play equipment is marketed and sold through trade show attendance, trade journal advertising and by direct sales staff and designers. In 2003, we consolidated the sales management of Delta, SCS and Superior Foam under KoalaPlay Group. We have hired a seasoned custom equipment sales executive to manage this new division. We plan to increase our international sales through the marketing of the modular play equipment of Delta and SCS. Design and Manufacturing We practice a "buy or build" philosophy in an effort to maintain low production costs either through our personnel or outsourcing where it is more cost-effective and does not compromise quality. As a result, a portion of manufacturing and assembly functions currently are outsourced. We believe that outsourcing to qualified suppliers, where appropriate, enables us to focus our resources on marketing and sales while maintaining quality control through frequent contacts with our suppliers. We actively monitor our supply relationships and will consider shifting the manufacture of key components in-house when strategic and economic factors warrant. As described above, we believe that our new office and manufacturing facility provides us with opportunities to vertically integrate operations by acquiring equipment and bringing the manufacturing in-house as we deem appropriate. Family Convenience and Children's Activity Products. We develop the concepts for our family convenience and children's activity products in response to the needs of our customers. We outsource the tooling design. In the manufacturing process, components are molded to our specifications using various plastic molding processes and delivered to us for assembly and shipment to customers. We use a number of manufacturers for our products. We believe that adequate alternative sources of raw materials and supplies are available for these products if necessary. Our foam products are manufactured using a proprietary manufacturing process at our plant located near Austin, Texas. Unique designs are sculpted out of foam and are coated with a proprietary coating and application technique resulting in a highly customized and colorful product. The manufacturing process requires minimum training of our personnel and utilizes readily obtainable materials. Children's Modular Play Equipment. Our engineers design children's indoor modular play systems using computer design technologies applied to modular components. We own all of the significant molds and tooling required for the manufacture of specialized components used in the play equipment. Components for these systems are manufactured to our specifications and purchased from outside vendors. We fabricate certain metal and fiberglass components at our plant located near Vancouver, British Columbia, Canada. These components are then assembled by us at the plant and shipped to customers. We believe there are adequate alternative sources of raw materials and supplies for the manufacture of the indoor modular play equipment components. 6 SCS designs its modular water play products using computer design technologies for the modular components. We subcontract the manufacture of plastic molding and certain other raw material components with third parties. We own all of the significant molds and tooling for these functions. We fabricate the structural steel components for water park equipment at our facility located near Portland, Oregon and we use a sub-contractor to manufacture the structural steel components for non-water park equipment. We manufacture the interactive equipment parts at our facility located in Denver, Colorado. We believe there are adequate alternative sources of supply for the manufacture of the modular water play equipment components. As noted above, in January 2003 we reorganized the manufacturing operations of Delta, SCS and Superior Foam under KoalaPlay Group. We have hired a seasoned custom equipment manufacturing executive to manage this new division and anticipate improved operational efficiencies as a result of this change. Fibar uses a nationwide network of suppliers that manufacture the engineered wood fibers to our specifications and deliver the product directly to the customer's site for installation. As a result, we maintain very low inventory levels, primarily drainage components included in certain surfacing systems. We control the quality of the product delivered to the customer by obtaining samples of delivered product and testing compliance with rigid specifications. We believe there are adequate alternative sources of supply for the manufacture of the engineered wood fibers. Competition Family Convenience and Children's Activity Products. We market our family convenience products to businesses rather than to consumers. Presently, the commercial products division of Newell, Inc. and a number of other companies also sell family convenience products to the same commercial markets. We are not aware of any companies marketing diaper changing stations intended for the commercial market that have a greater market share than we do. We believe that there is an under-served market for family convenience products. We believe that we are the only company focused on marketing a wide variety of family convenience products to the commercial market. We believe that our Koala Bear Kare products have brand name recognition that provides us with a significant competitive advantage. We compete principally on the basis of brand name recognition, quality, customer service and price. Competition in the children's activity product area is mainly from small businesses that make similar products and from efforts by individual businesses to create their own activity areas. We believe that our ability to offer custom designed products under our Koala Kare Systems program and our product quality and service give us a competitive advantage. We believe that our foam products are unique and that no competitor offers a product that is as soft and durable. Children's Modular Play Equipment. Our primary competitors in children's indoor modular play equipment are Little Tikes Commercial Play Systems, Inc., a unit of Newell, Inc., Miracle Recreation Equipment Company, Prime Play and International Play Company. We compete in the children's indoor modular play market on the basis of quality, safety, service and our ability to provide a custom themed unit designed to meet the unique needs of the customer. Competition in playground surfacing is from companies with higher priced products, primarily rubber tiles and poured in place rubber surfaces. Competition in interactive water park equipment is from White Water Industries, NBGS International and from alternative entertainment offerings. SCS competes primarily on the basis of quality and design. Fibar competes primarily on price. Product Warranties and Insurance For family convenience and children's activity products, we provide a replacement guarantee for one year against damage of products from natural disasters or vandalism, subject to a $100 service charge. We also provide a five-year limited warranty on parts and labor covering any defects in workmanship. For children's modular play equipment, we provide warranties ranging from a one year limited warranty on parts and labor covering defects in workmanship to a lifetime warranty on certain metallic parts. Historically, we have experienced minimal returns and warranty claims. We carry product liability insurance in an amount that we believe is adequate. Product liability claims against us to date have been covered by insurance. Patents and Trademarks We own registrations and pending applications for many trademarks, including the "Koala Bear Kare" mark and several variations of the Koala Bear Kare logo that are featured on our products. We believe that the various Koala Bear Kare trademarks are widely recognized and important to our continued success. Each of our products marketed under this trademark prominently display a blue and white sticker with one of our logos. 7 We own utility and design patents for many of our products. These patents deter competitors from duplicating the design elements of our products but, with the exception of SCS, we do not believe that such patents provide significant barriers to entry. We believe that SCS has created a patent portfolio that creates a barrier to duplicating the primary operating mechanisms of our water play equipment. Regulation Some of our products are subject to the Federal Consumer Product Safety Act and the Federal Hazardous Substances Act, among other laws, which empower the Consumer Product Safety Commission (CPSC) to mandate the repair, replacement or refund of the purchase price of products or, in extreme cases, even ban or force a recall of a product that presents a substantial risk of injury to the public. The CPSC may also issue civil and criminal penalties for knowing violations of the Acts. Any such determination by the CPSC is subject to court review. Similar laws exist in some states and cities in the United States and in many jurisdictions throughout the world. Our modular play equipment is designed and inspected to meet the safety guidelines of the CPSC and the American Society for Testing and Materials (ASTM) for commercial playground systems. We conduct in-house testing and inspection to ensure compliance with the CPSC and ASTM guidelines. Our operations in the United States and Canada involve light fabrication activities utilizing paint, metal and fiberglass. We have the necessary permits to conduct these activities, and we believe that we are in material compliance with United States federal and state environmental laws and regulations and Canadian environmental laws and regulations. Many of our customers are required to comply with aspects of the Americans With Disabilities Act (ADA). We provide various ADA compliant products to assist our customers in meeting these requirements. Employees We had approximately 250 full-time employees as of December 31, 2002, with approximately 204 in the United States and 46 in Canada. This compares to approximately 271 full-time employees as of December 31, 2001. At March 15, 2003, we had approximately 178 employees. The reduction in employees compared to December 31, 2002 primarily relates to Park Structures, which was sold in January 2003. Our United States employees are not covered by any collective bargaining agreements. The International Wood and Allied Workers of Canada represents our Canadian employees. A collective bargaining agreement is currently in place with the International Wood and Allied Workers and is effective until 2004. We believe that relations with our employees are good. Foreign Operations We acquired the assets of Delta, a Canadian based provider of modular play equipment, in June 1997. We created a foreign subsidiary to own and operate this business. During 2002, Delta's sales, marketing, administrative, manufacturing and distribution functions were decentralized, with the president of Delta reporting to one of our executive officers. In January 2003, we reorganized the management of Delta under KoalaPlay Group. Strategic planning, market development and resource allocation are now the responsibility of the president and general manager of KoalaPlay Group in conjunction with our President and Chief Operating Officer. We believe that there is no greater risk attendant to the business conducted by Delta than to that of our domestic operations. 8 RISK FACTORS In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating our business. Our accountants have expressed doubt about our ability to continue as a going concern. We received a report on our consolidated financial statements for the year ended December 31, 2002 from our independent accountants that includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern because we have suffered significant losses from operations in 2002 and 2001, have a significant working capital deficit as of December 31, 2002 and are not in compliance with certain debt covenants under our credit facility at December 31, 2002. We can provide no assurance that the actions we plan to take to address these conditions will be successful. Recently enacted laws concerning public company reporting could affect our operations. Recently enacted and proposed changes in the laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and rules proposed by the Securities and Exchange Commission could cause us to incur increased costs as we evaluate the implications of new rules and respond to new requirements. The new laws and regulations could make it more difficult for us to obtain certain types of insurance, including directors and officers liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, or as executive officers. We are presently evaluating and monitoring developments with respect to these new and proposed rules, and we cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs. We may not return to profitability. We have incurred significant and continuing losses in recent years. For the year ended December 31, 2002 we incurred a loss of $33.5 million. For the year ended December 31, 2001, we incurred a loss of $2.0 million. We may not be successful in improving sales and gross margins, containing costs and implementing our operational restructuring such that we return to profitable operations. We have significant outstanding indebtedness that requires large debt service payments and limits our ability to receive additional financing. In order to finance our acquisition strategy and working capital requirements, we incurred significant indebtedness. As of December 31, 2002, we had approximately $33.3 million of indebtedness outstanding under our line of credit and term loan. We are currently required to pay approximately $180,000 in interest per month to service such indebtedness. Our debt service payment will increase if the prime rate increases. In connection with the line of credit and term loan, we granted to our lenders a security interest in substantially all of our assets. In addition, to the extent that our assets continue to secure debt, such assets will not be available to secure additional indebtedness. We were in default of certain covenants under that indebtedness at December 31, 2002. On April 7, 2003, our lenders agreed to waive the non-compliance and further amend the credit facility. The waiver and amendment provided for, among other things, (i) deferral of all scheduled principal payments on the term loan in 2003, (ii) term principal payments in 2004 of $500,000 on March 15, $1.0 million on March 31, $1.0 million on June 30 and the remaining balance of $23.0 million on September 26, 2004 when the term facility terminates, (iii) renewal of the revolving line of credit to March 15, 2004, (iv) reduction of the total line of credit commitment to $6.5 million to more accurately reflect our expected level of borrowings after the sale of Park Structures, (v) waiver of a requirement for the infusion of $10.0 million of additional capital, and (vi) reset of the financial covenants based on our 2003 business plan. We have engaged in discussions with our lenders and potential investors regarding a long-term restructuring of our credit facility and recapitalization of our balance sheet. These discussions have included the potential sale of certain of our assets to repay our debt. We have engaged an investment banker to assist us in developing and executing the recapitalization plan. If we are unable to successfully restructure our loan agreement or recapitalize the balance sheet, the lenders may take additional steps including forcing us to sell assets, further limiting our borrowing capacity or declaring us in default and foreclosing on the loan. If our lenders take such steps, it could dramatically affect the carrying value of our assets, our ability to maintain relationships with our vendors and customers, and our ability to obtain new business or carry on our business. 9 Any new financing we obtain may significantly dilute our existing common shareholders. As discussed above, we are currently evaluating the feasibility of obtaining new financing to reduce our term loan and recapitalize our balance sheet. It is likely that any financing that we obtain will be senior in liquidation preference to our common stock, will dilute the existing common shareholders, and will have a significant impact on the earnings per share available to our common shareholders. This could cause the price of our common stock to fluctuate significantly. Our recent losses and resulting reduced cash flows could impair our ability to grow. We incurred losses and reduced cash flows in 2002 and 2001 compared to our historical operating results. This could impair our ability to obtain credit from our suppliers, obtain additional credit from other outside sources and fund our internal growth. This could also impact our ability to obtain orders and deposits from our customers and could limit our ability to make the necessary capital investment in our business to return our business to profitability. If we do not successfully implement our restructuring, our operating results could be impacted. In late 2001 and during 2002, we implemented an operational restructuring plan designed to reduce costs and improve our margins. We are continuing to evaluate operating expenses in light of continuing weakness in our core markets, and additional restructuring could be required as a result. If we are not successful in implementing such a restructuring, our operating results could be significantly impacted. Our quarterly operating results have varied significantly. Our sales and earnings have historically and may in the future fluctuate from quarter to quarter based on several factors such as the number of new commercial construction starts, production delays, cost overruns on large projects, public budget processes, supply costs and general economic conditions. Demand for our products can vary significantly from quarter to quarter due to seasonality, revisions in customer budgets or schedules and other factors beyond our control. Due to all of the foregoing factors, our results of operations have and could in the future fall below our estimates and the expectations of securities analysts and investors. In this event, the market price of the common stock has, and could in the future be materially adversely affected. If we fail to successfully expand our company-wide enterprise resource planning software system our business may suffer. Our success depends, in part, on the accuracy and proper utilization of enterprise resource planning software. We implemented our new Oracle management information system for the Koala, Fibar and corporate divisions in 2002. During 2003, we intend to expand the new integrated platform to Delta Play, SCS and Superior Foam. If this expansion is not completed in a timely manner or is not sufficient to sustain our operations at the divisions, our purchasing and sales operations and our financial reporting could be disrupted, which could seriously harm our operating results. In order to ensure the sufficiency of our system expansion, we may need to invest in software enhancements and expanded capabilities, as well as in additional computer hardware, which we may not be able to undertake in our current financial condition. We may become subject to product liability claims, which may impact our results. Our products are designed for use with infants and children. The children's modular play equipment industry may be subject to a greater number of claims than the convenience products industry. We carry product liability insurance in an amount that we believe is adequate to cover risks associated with our products. There can be no assurance, however, that existing or future insurance coverage will be sufficient to cover all product liability risks or that such insurance will be available at favorable rates. Defending a product liability claim could significantly divert management's attention. A partially or completely uninsured claim against us, if successful, could have a material adverse effect on our business, financial condition and results of operations. See "Business--Product Warranties and Insurance." We face intense competition. The markets for our products are highly competitive and include numerous domestic and foreign competitors, including well-known manufacturers of consumer and commercial child play equipment, furniture and other juvenile products that are substantially larger and have greater financial, marketing and other resources than we have. There can be no assurance that there will not be new entrants into our markets or that we will be able to compete successfully in the future. See "Business--Competition." 10 If we lose our key personnel or cannot recruit additional personnel, our business may suffer. Our future success will depend to a great extent upon the continued service of certain senior management personnel and our continuing ability to attract, assimilate and retain highly qualified personnel. Competition for such personnel is intense, and there can be no assurance that we can retain our key personnel or that we can attract, assimilate and retain such employees in the future. Although we have non-disclosure and non-compete agreements with many of our employees, including our executive officers, we do not have employment agreements with any of our executive officers. We do not maintain key-person life insurance policies on any employees, including James A. Zazenski, our President and Chief Operating Officer. The loss of the services of Mr. Zazenski or other key personnel or the inability to hire or retain qualified personnel in the future could have a material adverse effect upon our business, financial condition and results of operations. If our outside manufacturers fail to supply us in a timely and cost-effective manner, our business may suffer. A large number of the components for our products are manufactured to our specifications by outside suppliers. Our ability to assemble and distribute our products depends upon our ability to obtain an adequate uninterrupted supply of component parts. Although we own the significant tooling and molds used in manufacturing our products, we do not have any long-term agreements or contracts with suppliers, most of which are the single source of supply. While we believe that there are adequate alternative sources of such component parts, there can be no assurance that any interruption in the supply of such component parts to us or a change to a new supplier would not have a material adverse effect on our business, financial condition or results of operations. Moreover, if our tooling or molds are damaged, we could suffer additional delays and costs until such tooling or molds are repaired or replaced. Although we have business interruption insurance to protect us against such interruptions, such insurance may not prevent such interruptions from having a material adverse effect upon our business, financial condition and results of operations. See "Business--Design and Manufacturing." We face risks associated with international operations. As part of our growth strategy, we are seeking opportunities to further expand our products and systems distribution into international markets. Sales to customers outside of North America accounted for approximately 20% of sales in 2002. In addition, we operate a manufacturing and assembly facility in Vancouver, British Columbia, Canada. Our international operations are subject to a wide range of general business risks, including: o fluctuations in currency exchange rates; o unexpected changes in legal and regulatory requirements; o export restrictions, tariffs and other trade barriers; o political and economic instability; o restrictions on repatriation of funds or profits from foreign markets; o longer payment cycles and problems in collecting accounts receivable; o difficulty in protecting our intellectual property; o potentially adverse tax consequences, including limitations on our ability to claim a foreign tax credit against our U.S. federal income taxes; and o regulation by foreign regulatory authorities. These and other factors associated with international operations may have a material adverse effect on our business, financial condition and results of operations. We are subject to the Foreign Corrupt Practices Act, which generally prohibits U.S. companies and their intermediaries from bribing foreign officials for the purpose of obtaining or keeping business. We may be exposed to liability under the Foreign Corrupt Practices Act as a result of past or future actions taken without our knowledge by dealers and other intermediaries. Any liability that we incur under the Foreign Corrupt Practices Act could be material. We are subject to burdensome government regulations that could impair our operating results. Some of our products are subject to the provisions of the Federal Consumer Product Safety Act and the Federal Hazardous Substances Act and the regulations promulgated thereunder. The acts authorize the Consumer Product Safety Commission to protect the public from products that present a substantial risk of injury. The Consumer Product Safety Commission can require the repurchase or recall by the manufacturer of articles that are found to be defective and impose fines or penalties on the manufacturer. Similar laws exist in some states and cities and in other countries in which we market our products. Any recall of our products could have a material adverse effect on our business, financial condition and results of operations. To date, we have not recalled any of our products. See "Business--Regulation." 11 We must continue to protect existing, and develop new, intellectual property to remain competitive. We own many trademarks, including the Koala Bear Kare logo, that identify us and our products and believe that such trademarks provide a significant competitive advantage. Although we intend to vigorously defend our trademarks, there is no guarantee that such trademarks can be successfully defended against infringement. Further, although we have design patents that cover the design and appearance of certain of our existing products, such patents may not provide meaningful protection against entry by competitors into our markets. We are also continuing to pursue additional patents and trademarks to protect our new product developments, but cannot guarantee that these patents and trademarks will be awarded or can be successfully defended. See "Business--Patents and Trademarks." Our stock price has been and is likely to continue to be volatile, which may result in losses to our shareholders. The trading price of our common stock has been and is likely to continue to be volatile and could fluctuate widely in response to many of the following factors, some of which are beyond our control: o variations in our operating results; o announcements of new product lines by us or our competitors; o changes in expectations of our future financial performance, including financial estimates by securities analysts and investors; o violations of our debt covenants; o changes in operating and stock price performance of our competitors; o additions or departures of key personnel; and o future sales of equity or assets, including sales required by our lenders. Domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock. We are in non-compliance with the listing requirements of the Nasdaq SmallCap Market. To be eligible for continued listing of our common stock on the Nasdaq SmallCap Market, we must meet certain criteria, including (i) maintaining a minimum bid price of $1.00 per share of common stock, (ii) maintaining a market value of publicly held shares of at least $1.0 million, and (iii) maintaining a market capitalization of $35 million, stockholder's equity of $2.5 million or annual net income of $500,000. The price of our common stock has been below $1.00 per share since August 2002. If our price is not at or above $1.00 for ten (10) consecutive business days by August 4, 2003, Nasdaq could initiate delisting procedures based on our failure to meet the minimum bid price, even if we are in compliance with the other listing requirements referred to above. We can offer no assurance that the stock price will appreciate sufficiently, or will remain at an appreciated level for a sufficient period of time, to avoid delisting as described above. Termination of our listing on the Nasdaq SmallCap Market may result in trading in our stock being moved to the non-Nasdaq over-the-counter market in what are commonly referred to as the OTC Bulletin Board or the "pink sheets." As a result, investors may find it more difficult to dispose of our common stock or to obtain accurate quotations as to the market value of our common stock, and our ability to raise capital through the sale of equity securities could be impaired. We may seek to deregister our common stock from reporting under the Securities Exchange Act of 1934. For several reasons, including but not limited to the nature and extent of the trading of our common stock and the significant management time and costs, such as legal, accounting and insurance costs, associated with the preparation and filing of our periodic reports with the Securities and Exchange Commission, we may seek to deregister our common stock from reporting under the Securities Exchange Act of 1934. If we take this action, our obligation to file periodic reports, including quarterly and annual reports, will be suspended and there would be no public information regarding the company after the deregistration. In addition, our common stock will no longer be quoted on the Nasdaq SmallCap Market or, if applicable, the OTC Bulletin Board. Our common stock might be traded on the "pink sheets," but we can give no assurance that this will occur. As a result, investors would likely find it more difficult to dispose of or obtain accurate quotations for our common stock, and our ability to sell equity securities and to raise capital, could be impaired. 12 Other risk factors. There are numerous other factors, many of which are outside of our control, which could adversely impact our results of operations and financial condition. Such factors include: adverse weather conditions, natural disasters, acts of international or domestic terrorism and international, political and military developments which may, among other things, impair distribution of our products and reduce customer spending on our products; labor disputes, which could increase costs and disrupt production of our products; changing public and consumer tastes, which could result in lower spending on our products; and legal and regulatory developments that could impact how we operate with respect to environmental activities, safety, protection of intellectual property, importing or exporting of products and other areas. ITEM 2. DESCRIPTION OF PROPERTIES In January 2002, we moved into a new 115,000 square foot office and manufacturing facility in Denver, Colorado. This facility serves as the Company headquarters as well as a manufacturing and assembly facility for interactive play equipment and children's convenience and activity products. In April 2002, we renegotiated the lease to relinquish approximately 60,000 square feet of the facility in order to reduce expenses and match capacity with our current needs. The lease on this facility expires in 2012. We lease a 67,000 square foot plant near Vancouver, British Columbia, where we manufacture and assemble indoor modular play equipment. This lease expires in 2008. We lease an approximately 11,000 square foot facility near Austin, Texas where we manufacture foam activity products on a month-to-month lease. Our interactive water park equipment is manufactured at a leased 40,000 square foot facility west of Portland, Oregon. This lease expires in 2010. Fibar's sales, marketing and administrative operations are conducted at a leased 3,000 square foot office facility located in Armonk, New York. This lease expires in 2004. The facility for Park Structures is leased through 2007. As a part of the sale of Park Structures, we subleased this property to the buyer. The sublease expires in December 2005. We believe that our facilities are adequate for our current needs. ITEM 3. LEGAL PROCEEDINGS We have been a party to litigation in the ordinary course of our businesses. We do not believe that any current litigation will have a material adverse effect upon our business, financial condition or results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters that were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2002. 13 PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock trades on the Nasdaq SmallCap Market under the symbol KARE. The following table sets forth, for the periods indicated, the high and low sales prices for our common stock for each quarter within the last two fiscal years as reported by Nasdaq. These quotations reflect inter-dealer prices, without retail markup, markdown or commissions and may not represent actual transactions. SALES PRICE LOW HIGH --- ---- YEAR ENDED DECEMBER 31, 2001 First quarter..........................................$3.03 $12.00 Second quarter......................................... $3.00 $4.25 Third quarter.......................................... $0.96 $5.40 Fourth quarter......................................... $0.60 $1.36 YEAR ENDED DECEMBER 31, 2002 First quarter.......................................... $0.92 $3.80 Second quarter......................................... $0.80 $2.90 Third quarter.......................................... $0.22 $0.95 Fourth quarter......................................... $0.17 $0.49 As of March 26, 2003, there were approximately 114 shareholders of record. We have never paid cash dividends on our common stock. Our credit agreement contains a restrictive covenant that prohibits the payment of dividends without the lenders' consent. We currently intend to retain any earnings for use in our operations and do not anticipate paying cash dividends in the foreseeable future. Recent Issuances of Unregistered Shares In 2000, we issued 425,761 shares of our common stock to the shareholders of SCS as partial consideration for our purchase of all the shares of SCS. We relied on Section 4(2) of the Securities Act of 1933 in issuing such shares. The stock issued in this transaction was valued at approximately $5.1 million. In 2000, we issued 49,445 shares of our common stock to the shareholders of Fibar as partial consideration for our purchase of the assets of Fibar. We relied on Section 4(2) of the Securities Act of 1933 in issuing such shares. The stock issued in this transaction was valued at approximately $650,000. 14 ITEM 6. SELECTED FINANCIAL DATA

Notes: We have completed a number of acquisitions during the above periods as described below. See Management's Discussion and Analysis of Financial Condition and Results of Operations for further discussion of the impact of these acquisitions. (A) SCS Interactive and Fibar were acquired during 2000. (B) Superior Foam and Smart Products were acquired during 1999. (C) Park Structures was acquired during 1998. 15 (D) Shipping and handling costs have been reclassified out of sales and into cost of sales for all prior periods in order to be consistent with the 2002 presentation. (E) Park Structures was sold in January 2003. Therefore, all operating results of Park Structures have been excluded from continuing operations, and are presented as income (loss) from discontinued operations. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning anticipated trends in sales and net income, the mix of our sales, projections concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. Factors that could cause or contribute to such differences include those discussed below, as well as those discussed in "Risk Factors" and elsewhere in this Form 10-K. Overview We are a leading designer, producer and worldwide marketer of innovative commercial products, systems and custom solutions that create attractive family-friendly environments for businesses and other public venues. Our sales are derived from two business segments, family convenience and children's activity products and children's modular play equipment. Our family convenience and activity products include baby changing stations and high chairs, activity tables, carpets and foam play products. Children's modular play equipment includes indoor and outdoor playground equipment and interactive play equipment used in water parks, family entertainment centers and amusement parks. We intend to capitalize on brand name recognition established through our market-leading Koala Bear Kare Baby Changing Station. Our sales have grown from $3.8 million in 1993 to $36.5 million in 2002, with sales growth generated by both the acquisition of six businesses and the internal growth achieved by these businesses during this period. Prior to 1996, our sales were derived primarily from the sale of family convenience products, which include Baby Changing Stations, disposable sanitary liners for the Baby Changing Stations, Child Protection Seats, Infant Seat Kradles and Booster Buddy Seats. One of our strategies has been to reduce our dependence on Baby Changing Stations through the acquisition and development of complementary products. In furtherance of this strategy, we acquired the following businesses: o Activities Unlimited, a manufacturer of commercial-use children's activities products in March 1996; o Delta Play, a provider of custom children's indoor modular play equipment in June 1997; o Park Structures, a producer of children's outdoor modular play equipment in December 1998 (sold in 2003, see below); o Superior Foam, a manufacturer of children's foam activity products in March 1999; o Smart Products, a provider of children's safety and parental convenience products in September 1999; o SCS Interactive, a manufacturer of children's interactive water play equipment in March 2000; and o Fibar, a marketer and distributor of playground surfacing systems in August 2000. As a result of these acquisitions and introduction of new products, Baby Changing Stations represented less than 20% of our sales in 2002. In December 2002, we formalized a plan to dispose of Park Structures. We determined that the outdoor playground equipment product line no longer fit into our strategic plan and that the promotional and capital investment necessary to maximize profitability of this product line was greater than our available resources. In January 2003, we sold Park Structures for approximately $4.3 million, subject to adjustment based on the final closing balance sheet. For financial reporting purposes, we have treated Park Structures as a discontinued operation. Accordingly, the operating results of Park Structures have been reported separately as discontinued operations in the consolidated statements of operations and the assets and liabilities have been reclassified to other assets and other liabilities in the consolidated balance sheets for all periods presented in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." All discussions and amounts herein for all years presented relate to continuing operations only unless otherwise noted. As such, some discussions related to prior years have been modified to reflect information on continuing operations only. 16 We market our products, systems and custom solutions to a wide range of businesses and public facilities that serve customers and visitors who bring children to their establishments. We market our products through an integrated program of direct sales and distribution through a network of independent manufacturer's sales representatives and dealers. Since 1995, we have increased our sales and marketing efforts through the addition of manufacturer's sales representatives, dealers and sales representatives. Our gross profit margins are affected by product mix, with the Baby Changing Station and other family convenience products and the children's activity products typically providing higher gross profit margins than the children's modular play equipment. The children's modular play equipment, however, has higher average selling prices and contributes to our sales growth. In addition, sales made through dealers provide lower gross profit margins than direct sales due to the expense associated with the manufacturer's sales representatives and dealers. To the extent we acquire additional companies or product lines, our gross profit margins may be lower than those currently achieved from sales of our current product lines due to a number of factors that may include products with higher average selling prices but lower gross margin percentages. Although our acquisitions have decreased the overall gross profit margin percentages, we believe that the addition of new products and product lines provides opportunities for revenue diversification and increased long-term profitability, while also reducing our reliance on the Baby Changing Station. Components of Sales and Expense We recognize sales for the majority of our operations at either the time our products are shipped, or when installation is complete in cases where we perform the installation services. At SCS (included in the modular play segment), we use the percentage of completion method of accounting because the build-to-install timeline of their jobs is of longer duration. Revenues from shipping and handling are included in sales. Cost of sales consists of components manufactured for us and direct labor and overhead incurred by us. With the exception of the foam activity products and baby changing stations, all major components for the family convenience products and children's activity products currently are manufactured and assembled by outside vendors. We fabricate and assemble most of our modular play products. Cost of sales also includes shipping and handling costs. Selling, general and administrative expense consists primarily of commissions paid to manufacturer's sales representatives and other selling expenses, executive, sales, engineering and design, and office salaries, related payroll taxes, advertising expenses and depreciation on office equipment and computer hardware and software. We provide limited warranties for our products. We have experienced minimal returns and warranty claims, and therefore no accrual has been made for future claims except for SCS, where a reserve of .75% of SCS's 2002 annual sales has been recorded. Critical Accounting Policies and Estimates In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, bad debts, inventories, intangible assets, income taxes, warranty operations and contingencies and litigation. We base our estimates and judgments on historical experience and other factors. Actual results could differ from our estimates. Following is a discussion of some of our more critical accounting policies and judgments. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We make judgments regarding these allowances based on our knowledge of the customer, historical patterns and other factors. We currently evaluate long-lived assets, including goodwill and other intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In assessing the recoverability of long-lived assets, including goodwill and other intangible assets, we must make assumptions regarding estimated future cash flows and other factors, including the discount rate used, to calculate the fair value of the respective assets. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for these assets. Revenue at our SCS division is recognized on the percentage of completion basis. Under this method, we make estimates with respect to the percentage of completion of individual jobs and recognize revenue accordingly. Any losses estimated on a contract would be recognized immediately. We make judgments about the amount of warranty claims based on our knowledge of historical warranty claims. We do not maintain a warranty reserve at any of our divisions other than SCS. We make judgments regarding the amount to record for future loss contingencies related to legal actions and other disputes based on the available information and consultation with our legal counsel. 17 The determination of our tax provision is complex and requires a number of judgments about the recoverability of deferred tax assets, including our ability to generate future taxable income. New Accounting Standards In December 2002, the Financial Accounting Standards Board ( "FASB ") issued SFAS No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for our year ended December 31, 2002 and for interim periods beginning January 1, 2003. We will continue to apply the disclosure only provision of SFAS No. 123, as amended by SFAS No. 148. In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others - an Interpretation of FASB Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34." FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligation under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year end. However, the disclosure requirements in FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. We adopted the disclosure provisions of FIN 45 in fourth quarter 2002. We will adopt the initial recognition and measurement provisions of FIN 45 prospectively in first quarter 2003 and do not believe such provisions will have a significant impact on our consolidated results of operations or financial position. In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. We do not expect the adoption of this standard to have a material effect on our consolidated results of operations or financial position. In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 61, Amendment of FASB No. 13, and Technical Corrections." This statement clarifies guidance related to the reporting of gains and losses from extinguishment of debt and resolves inconsistencies related to the required accounting treatment of certain lease modifications. The provisions of this statement relating to extinguishment of debt became effective for the Company on January 1, 2003. The provisions of this statement related to lease modifications are effective for transactions occurring after May 15, 2002. We do not expect the adoption of this standard to have a material effect on our consolidated results of operations or financial position. In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which establishes one accounting model to be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions. SFAS 144 supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets to Be Disposed Of and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects Of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." We adopted SFAS 144 as of January 1, 2002. See Note 14 to the consolidated financial statements for a discussion of the impact of SFAS 144 in connection with the sale of Park Structures. In June 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement Obligations." SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. We will adopt SFAS 143 in 2003. We do not believe the adoption of SFAS 143 will have a material impact on our consolidated financial statements. In June 2001, the FASB issued SFAS 141, Business Combinations. SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS 141 also includes guidance on the initial recognition and measurement of goodwill and other intangible assets arising from business combinations completed after June 30, 2001. The FASB also adopted SFAS 142, Goodwill and Other Intangible Assets, as discussed in Note 1 to the consolidated financial statements. 18 Results of Operations The following table sets forth certain income statement data stated as a percentage of sales: Years Ended December 31, ------------------------ 2002 2001 2000 ---- ---- ---- Sales ...................................... 100.0% 100.0% 100.0% Cost of sales .............................. 61.3 58.9 52.5 ----- ----- ----- Gross profit ............................... 38.7 41.1 47.5 Selling, general and administrative expenses 46.6 36.9 27.8 Amortization of intangibles ................ 2.9 4.3 3.4 ----- ----- ----- Income (loss) from operations .............. (10.8) (0.1) 16.3 Interest expense ........................... 8.0 7.3 6.3 Other (income) expense ..................... (1.3) 0.0 (0.8) ----- ----- ----- Income (loss) from continuing operations ... (17.5) (7.4) 10.8 Income tax (benefit) expense ............... (3.1) (1.9) 3.9 ----- ----- ----- Net income (loss) from continuing operations (14.4)% (5.5)% 6.9% ===== ===== ===== Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 Sales decreased 16.1%, or $7.0 million, to $36.4 million for the year ended December 31, 2002 compared to $43.4 million for the year ended December 31, 2001. In the family convenience and children's activity segment, sales declined from $14.9 million in 2001 to $14.6 million in 2002. We believe the factors that contributed to this decline included a slowing economy and tightened capital budgets for our customers and increased sales to distributors and national accounts at lower prices. In the modular play equipment segment, sales decreased from $28.5 million in 2001 to $21.8 million in 2002. The decrease was due to continued uncertainty about the economy exhibited by many customers that has resulted in an unwillingness to commit to major projects. In addition, a change in sales representatives at certain of our modular play divisions has negatively impacted our sales. Finally, growth in the outdoor playground market slowed as municipalities directed funds to alternative recreational facilities, such as skate parks, and directed more funds toward homeland security investments following the events of September 11, 2001. Gross profit decreased 21.2%, or $3.7 million, to $14.1 million (38.7% of sales) for the year ended December 31, 2002 compared to $17.8 million (41.1% of sales) for the year ended December 31, 2001. The decrease in gross profit as a percentage of sales was primarily because of the impact of the lower sales relative to our fixed production costs and product mix in the modular play segment. During the second and third quarters of 2002, we sold a significant amount of product at very low margins as part of our more comprehensive inventory management strategy. This decline in gross profit was partially offset by our overall lower level of costs resulting from the operational restructuring and workforce reductions we undertook in the fourth quarter of 2001 and the second and fourth quarters of 2002. Selling, general and administrative expense increased 6.0%, or $1.0 million to $17.0 million for the year ended December 31, 2002 compared to $16.0 million for the year ended December 31, 2001. Selling, general and administrative expense as a percentage of sales increased to 46.6% of sales in 2002 compared to 36.9% in 2001 primarily due to lower sales in 2002 as compared to 2001. Sales and marketing expense decreased 37.5%, or $2.7 million to $4.5 million for the year ended December 31, 2002 compared to $7.2 million for the year ended December 31, 2001. This decrease was due primarily to the lower sales and resulting lower sales commissions. General and administrative expense increased 42.0%, or $3.7 million, to $12.5 million for the year ended December 31, 19 2002 compared to $8.8 million for the year ended December 31, 2001. The increase in general and administrative expenses was primarily the result of one-time costs of approximately $650,000 as we aggressively worked to settle pending or potential litigation, as well as higher auditing, consulting and FAS 142 implementation costs, costs associated with the implementation of our new Oracle accounting system, severance costs for our former Chief Executive Officer as discussed below and increased rent on our new facility, partially offset by the employee reductions that we made in the fourth quarter of 2001 and the second and fourth quarters of 2002. On April 30, 2002, Mark Betker, our Chief Executive Officer, resigned from the Company and entered into a Release Agreement that contains the terms of Mr. Betker's discontinuation of service. The Release Agreement replaced a Separation Agreement, executed on August 29, 2001, between Mr. Betker and the Company. We recorded a pre-tax expense of $873,000 to recognize this transaction during the second quarter of 2002, of which $620,000 represents a non-cash charge related to the forgiveness of a promissory note from Mr. Betker. Amortization expense from intangible assets decreased from $1.9 million in 2001 to $1.1 million in 2002. This decrease is primarily because we stopped amortizing goodwill and trademarks effective January 1, 2002 with the adoption of SFAS 142. See Note 1 to the consolidated financial statements for further discussion. We incurred interest expense of $2.9 million during the year ended December 31, 2002 compared to $3.1 million during the year ended December 31, 2001. The decrease in interest expense is due to lower borrowings in 2002 compared to 2001. Our effective tax rate related to continuing operations was (17.7)% and (25.4)% for the years ended December 31, 2002 and 2001, respectively. In 2002, the low effective tax rate benefit is due to the non-deductibility of a portion of the goodwill impairment charge associated with SCS and the establishment of a valuation allowance for deferred tax assets related to a portion of the remaining goodwill impairment charge. The loss from discontinued operations of $6.4 million in 2002 consists of a loss before income taxes of $7.4 million net of $1.0 million of income tax benefit. In December 2002, we formalized a plan to dispose of Park Structures. As such, the operating results of the discontinued product line have been reported separately as discontinued operations for all periods presented. The loss before income taxes of $7.4 million in 2002 includes impairment losses of $5.6 million and operating costs incurred prior to the decision to dispose of Park Structures. Income (loss) before the cumulative effect of an accounting change was a loss of $11.7 million in 2002 compared to a loss of $2.0 million for 2001. The decrease is due primarily to the Park Structures loss from discontinued operations, the lower level of sales compared to 2001, severance and the higher level of selling, general and administrative expenses discussed above, partially offset by the employee reductions that we made in the fourth quarter of 2001 and the second and fourth quarters of 2002. As discussed in Note 1 to the consolidated financial statements, we recorded a transitional impairment charge of $21.8 million (net of taxes of $2.9 million) during the second quarter of 2002 to reflect the implementation of SFAS 142. The impact of this charge is shown as the cumulative effect of an accounting change in the consolidated statement of operations. As a result of the factors discussed above, we incurred a net loss of $33.5 million for the year ended December 31, 2002 compared to a net loss of $2.0 million for the year ended December 31, 2001. During the second half of 2001, we initiated an operational restructuring with the intent of materially reducing operating costs and improving margins. The strategy included a consolidation of manufacturing and administrative functions into our new Denver headquarters and manufacturing facility and personnel reductions. During 2001, we reduced our workforce by approximately 124 employees, or 31%. With the resignation of our Chief Executive Officer in April 2002, we began a comprehensive review of the original operational restructuring plan and manufacturing consolidation. As a result of this review, we concluded that the implementation of this plan would cause severe disruptions to our operations and would require capital investment levels that we did not believe were prudent. Because of our concerns about the impact of these disruptions on our cash flow and liquidity, we did not consolidate the manufacturing operations to the Denver facility. However, we did implement an aggressive cost reduction program in 2002 that included the reduction of our workforce by an additional 21 employees, or 8%, in the second and fourth quarters of 2002. The costs associated with the reduction of our workforce in 2002 are included in selling, general and administrative expenses and were not significant. 20 Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 Sales decreased 6.9%, or $3.2 million, to $43.4 million for the year ended December 31, 2001 compared to $46.6 million for the year ended December 31, 2000. In the family convenience and children's activity segment, sales declined from $17.7 million in 2000 to $14.9 million in 2001. We believe the factors that contributed to this decline included a slowing economy and tightened capital budgets for our customers, a cutback in purchases by our customers as a result of the events of September 11, 2001 and a falloff in sales of baby changing stations and other activity products that we believe is related to reductions in our direct mail program in the fourth quarter of 2001 due to the anthrax scare. We resumed direct mailings in January 2002. In the modular play equipment segment, sales decreased from $28.9 million in 2000 to $28.5 million in 2001. Sales for the fourth quarter of 2001 were $6.8 million compared to $7.6 million in 2000. The decrease for the year is primarily due to a slowing economy, the impacts of the September 11, 2001 events on the fourth quarter and a significant reduction in the higher end themed sales by SCS, partially offset by the inclusion of Fibar results for a full year in 2001 as compared to only four months in 2000. We believe results were negatively impacted due to poor weather and reduced attendance at water parks in 2000, which caused this segment of the market to significantly reduce their capital spending for 2001. Gross profit decreased 19.4%, or $4.2 million, to $17.9 million for the year ended December 31, 2001 compared to $22.1 million for the year ended December 31, 2000. The decrease was due to the decrease in sales and a change in the sales mix. In 2001 as compared to 2000, a higher proportion of the sales came from the modular play segment, which has lower margins than the convenience segment. As a percentage of sales, gross profit decreased to 41.1% of sales in 2001 compared to 47.5% of sales in 2000 primarily because of the impact of the lower sales relative to our fixed production costs. Offsetting this were the impacts of the personnel reductions from the operational restructuring described below. Selling, general and administrative expense increased 23.1%, or $3.0 million, to $16.0 million for the year ended December 31, 2001 compared to $13.0 million for the year ended December 31, 2000. The majority of the increase was due to the inclusion of SCS and Fibar for a full year in 2001 versus ten months and four months, respectively, in 2000. Selling, general and administrative expense as a percentage of sales increased to 36.9% of sales in 2001 compared to 27.8% in 2000 primarily due to the lower sales. Sales and marketing expense increased 26.3%, or $1.5 million to $7.2 million for the year ended December 31, 2001 compared to $5.7 million for the year ended December 31, 2000. These cost increases were primarily due to the inclusion of a full year of the sales and marketing costs of the newly acquired SCS and Fibar businesses noted above. General and administrative expense increased 20.6%, or $1.5 million, to $8.8 million for the year ended December 31, 2001 compared to $7.3 million for the year ended December 31, 2000. Once again, the increase was primarily the result of the inclusion of a full year of the newly acquired businesses in 2001. Amortization expense from intangible assets increased from $1.6 million in 2000 to $1.9 million in 2001. This increase is primarily due to a full year of amortization of goodwill and other identifiable intangible assets acquired in the acquisitions of SCS and Fibar in 2000. We used debt to finance the acquisitions of Park Structures in December 1998, Superior Foam and Smart Products in 1999, and SCS and Fibar in 2000. As a result, we incurred interest expense of $3.1 million during the year ended December 31, 2001 compared to $2.9 million during the year ended December 31, 2000. The increase in interest expense as a result of the increased borrowings was partially offset by lower average interest rates during 2001. Our effective tax rate related to continuing operations was (25.4)% and 35.9% for the years ended December 31, 2001 and 2000, respectively. In 2001, we had a tax benefit due to our operating losses. The decline in our effective tax rate for 2001 is due primarily to the relationship of our non-deductible goodwill to our taxable loss. Because the loss for 2001 is less than our pre-tax income in 2000, the effect of the fixed amount of non-deductible goodwill is relatively larger on the effective tax rate. The income from discontinued operations of $404,600 in 2001 consists of Park Structures income before income taxes of $542,600 net of $138,000 of income tax expense. Income from discontinued operations of $781,700 in 2000 consists of Park Structures income before income taxes of $1,219,500 net of $437,800 of income tax expense. As a result of the factors discussed above, we incurred a net loss of $2.0 million for the year ended December 31, 2001 compared to net income of $4.0 million for the year ended December 31, 2000. 21 During the second half of 2001, we initiated an operational restructuring with the intent of materially reducing operating costs and improving margins. The strategy included a consolidation of manufacturing and administrative functions into our new Denver headquarters and manufacturing facility, personnel reductions and elimination of certain low margin service offerings and selected price increases. During 2001, we reduced our workforce by approximately 124 employees, or 31%. The costs associated with the reduction of our workforce in 2001 are included in selling, general and administrative expenses and were not significant. Seasonality and Quarterly Financial Information (unaudited): Our business is seasonal due primarily to the slowdown of new construction and inability to install outdoor modular play equipment and surfacing during the winter months in many parts of the country and the general slowdown of purchasing by retailers during their busy holiday season. As a result, we typically have lower sales and gross profit in the fourth quarter. The following table sets forth selected unaudited quarterly financial information for the years ended December 31, 2002 and 2001. The information has been derived from unaudited statements of operations data that we believe are stated on a basis consistent with the audited financial statements and include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of such information in accordance with accounting principles generally accepted in the United States. Our results of operations for any quarter are not necessarily indicative of the results to be expected in any future period. Shipping and handling costs in the first three quarters of 2001 have been reclassified from revenues to cost of sales to be consistent with the current year-end presentation. These reclassifications had no impact on net income or cash flows.

22 Liquidity and Capital Resources We have financed our operations primarily from cash provided by operating activities and from cash advanced under our revolving bank line of credit. In addition, we have financed various acquisitions using cash advanced under the line of credit. Cash provided by (used in) operating activities for continuing operations for 2002, 2001 and 2000 was $3.3 million, $1.3 million and $(1.3) million, respectively. The increase in cash provided by operating activities for the year ended December 31, 2002 compared to the year ended December 31, 2001 resulted primarily from changes in working capital items as a result of our focus on improving collections, reducing inventories and more closely managing vendor relationships. The cash used in operating activities for the year ended December 31, 2000 resulted primarily from funding higher levels of receivables and inventories required to support our growth and overpayment of estimated tax installments. Working capital as of December 31, 2002 and December 31, 2001 was ($26.5) million and $9.4 million, respectively, and cash balances were $.3 million and $0 for 2002 and 2001. The substantial decrease in working capital is due to the reclassification of the credit facility as short-term as required by EITF 86-30, which requires reclassification is required if the potential exists for non-compliance in future quarters. The cash balances are low due to our practice of applying all excess cash against the line of credit to minimize interest expense payable on line of credit balances. We have used our operating cash flow and borrowings under our line of credit primarily for the expansion of sales and marketing activities, the acquisition and development of new products and product lines, capital expenditures and working capital. Net cash used in investing activities for continuing operations was $.5 million for the year ended December 31, 2002, $1.5 million for the year ended December 31, 2001 and $23.4 million for the year ended December 31, 2000. The decrease in cash used in investing activities was primarily due to a heightened focus on reducing capital expenditures in 2002, offset by capital expenditures associated with the move into our new headquarters and manufacturing facility in January 2002 and the implementation of our new Oracle accounting system. In 2001, we made payments of $.5 million for holdbacks and earn-outs on prior acquisitions. In 2000, we used $22.3 million to purchase SCS and Fibar. Net cash provided by (used in) financing activities for continuing operations was ($3.4) million, ($1.4) million and $24.0 million for the years ended December 31, 2002, 2001 and 2000, respectively. The use of funds in 2002 and 2001 primarily represents the net payments on our line of credit and term loan. The source of funds in 2000 represents the purchase price in 2000 for SCS and Fibar with the revolving credit facility from the bank. We currently have a $6.5 million revolving credit facility and a $25.5 million term loan. This facility is secured by substantially all of our assets. The availability under the revolving credit facility is determined by a formula based on inventory and accounts receivable balances. At December 31, 2002, we had approximately $.1 million available under the revolving line of credit facility. On January 6, 2003 we received a $4.0 million cash payment for the sale of Park Structures that was applied entirely to the revolving line of credit. After that pay down and the recalculation of the borrowing base without Park Structures' accounts receivable and inventory, we had approximately $1.1 million available under the revolving credit facility. There are no compensating balance requirements and the credit facility requires compliance with financial loan covenants related to minimum quarterly EBITDA, leverage, interest coverage and capital expenditures. A commitment fee of .50% per annum is payable quarterly in arrears based on the average daily-unused portion of the revolving line of credit. The interest rate on the revolving line of credit and the term loan is variable based upon the bank's prime rate. The rate was 7.0% and 7.5% at December 31, 2002 and 2001, respectively. We have been in non-compliance with certain covenants under our credit facility at September 30, 2001, December 31, 2001, March 31, 2002, June 30, 2002 and September 30, 2002. We have obtained waivers of non-compliance subsequent to each quarter end. These waivers through September 30, 2002 provided for, among other things, (i) the infusion by July 15, 2003 of $10 million of capital into the Company, which would be used to reduce the balance outstanding under our term loan, (ii) extension of the due date of our line of credit to July 15, 2003, (iii) payment of up to $2 million in additional principal payments on April 15, 2003 if we met certain EBITDA targets for 2002, and (iv) reduction of the total line of credit commitment to $12.5 million to more accurately reflect our expected level of borrowings. In addition, the lenders excluded any goodwill impairments from the covenant calculations. At December 31, 2002, we were again in non-compliance with our covenants. On April 7, 2003, the banks agreed to waive the non-compliance and further amend the credit facility. The waiver and amendment provided for, among other things, (i) deferral of all scheduled principal payments on the term loan in 2003, (ii) term loan principal payments in 2004 of $500,000 on March 15, $1 million on March 31, $1 million on June 30 and the remaining balance of $23 million on September 26, 2004 when the term facility terminates, (iii) renewal of the revolving line of credit to March 15, 2004, (iv) reduction of the total line of credit commitment to $6.5 million to more accurately reflect our expected level of borrowings after the sale of Park Structures, (v) waiver of the requirement for the infusion of $10 million of additional capital, and (vi) reset of the financial covenants based on our 2003 business plan. 23 As noted above, our revolving line of credit and term loan will require significant cash payments in the future. We have various other contractual obligations, primarily lease agreements, that also require significant future cash payments. The table below summarizes these future obligations.

We sold Park Structures in January 2003. We applied all of the $4 million in proceeds to the repayment of bank debt. We are pursuing several initiatives intended to increase our liquidity, including accelerating the receipt of a $2.6 million tax refund generated from the 2002 net operating loss carry-back, facility rent reductions, aggressive cost cutting programs, aggressive inventory and accounts receivable management and possible asset sales. For example, the renegotiated lease for our Denver headquarters facility that we completed in April 2003 will reduce our lease expenses by approximately $350,000 over the next 12 months. We believe that the debt repayment deferral for 2003 and the successful execution of our cost and liquidity initiatives will provide sufficient cash flows to maintain our operations through at least December 31, 2003. If it appears that we will not meet our liquidity and financial covenant targets, we will consider taking additional cost reduction steps, including employee reductions and further spending cuts. We have engaged in discussions with our lenders and potential investors regarding a long-term restructuring of our credit facility and recapitalization of our balance sheet. These discussions have included the potential sale of certain assets of the Company to repay our debt. We also may issue equity or debt securities in connection with a recapitalization. Any such transaction may significantly dilute existing common shareholders. We have engaged an investment banker to assist us in developing and executing the recapitalization plan. If we are unable to successfully restructure our loan agreement or recapitalize the balance sheet, the lenders may take additional steps including forcing us to sell assets, further limiting our borrowing capacity or foreclosure. Our backlog of orders is comprised primarily of orders from our customers in the modular play equipment segment. The amount of backlog at any given point in time will vary due to customers' seasonal buying patterns and our production capacity. The backlog of orders was $5.0 million at December 31, 2002 and approximately $4.0 million at December 31, 2001. We were not materially affected by changing raw materials prices in 2002 except for polyethylene prices, which increased materially due to the increase in costs for all petroleum-based products experienced in the United States during the year, and steel prices, which increased materially due to the tariff on foreign steel imports enacted in 2002. On August 8, 2002, we were notified by Nasdaq that for the last 30 consecutive trading days, the price of the our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq National Market. We had 90 calendar days, or until November 6, 2002, to regain compliance. On September 26, 2002, we received another notification that we did not meet the Nasdaq minimum market value test. We applied to transfer to The Nasdaq SmallCap Market and our application was approved. We were listed on the SmallCap Market beginning on November 15, 2002. This gave us until February 4, 2003 to satisfy the continued inclusion requirements for the SmallCap Market. On February 5, 2003, we were notified by Nasdaq that we were eligible to remain on the Nasdaq SmallCap Market for an additional 180 calendar day grace period, or until August 4, 2003, because we met the initial listing criteria for the SmallCap Market. If our price is not at or above $1.00 for ten (10) consecutive business days by August 4, 2003, Nasdaq could initiate delisting procedures based on our failure to meet the minimum bid price. If we are unable to maintain a Nasdaq listing, investors may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our common stock, and our ability to raise capital through the sale of equity securities could be impaired. For several reasons, including but not limited to the nature and extent of the trading of our common stock and the significant management time and costs, such as legal, accounting and insurance costs, associated with the preparation and filing of our periodic reports with the Securities and Exchange Commission, we may seek to deregister our common stock from reporting under the Securities Exchange Act of 1934. If we take this action, our obligation to file periodic reports, including quarterly and annual reports, will be suspended and there would be no public information regarding the company after the deregistration. In addition, our common 24 stock will no longer be quoted on the Nasdaq SmallCap Market or, if applicable, the OTC Bulletin Board. Our common stock might be traded on the "pink sheets," but we can give no assurance that this will occur. As a result, investors would likely find it more difficult to dispose of or obtain accurate quotations for our common stock, and our ability to sell equity securities and to raise capital, could be impaired. ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our exposure to market rate risk for changes in interest rates is related primarily to our line of credit, which accrues interest at an adjustable rate. We do not believe that the future market risks will have material adverse impact on our financial position, results of operations or liquidity. For purposes of interest rate sensitivity, a variance in the interest rate of 1/4% will result in a change in diluted earnings per share of approximately $0.01 per share. Delta Play is located in Canada near Vancouver, British Columbia. Delta Play's sales to customers outside Canada and a certain amount of our raw material purchases are transacted in United States dollars. Sales to customers within Canada, labor costs and certain raw material purchases are transacted in Canadian dollars. The fluctuation in the exchange rate between United States dollars and Canadian dollars during 2002 and 2001 did not materially affect our business during 2002 or 2001 and we do not believe, based on historical trends, that future exchange rate fluctuations will have a material adverse impact on our financial position, results of operations or liquidity. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Financial Statements beginning on page F-1. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information required by Item 10 is incorporated herein by reference to our proxy statement for our 2003 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended December 31, 2002. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 is incorporated herein by reference to our proxy statement for our 2003 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended December 31, 2002. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by Item 12 is incorporated herein by reference to our proxy statement for our 2003 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended December 31, 2002. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by Item 13 is incorporated herein by reference to our proxy statement for our 2003 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended December 31, 2002. ITEM 14. CONTROLS AND PROCEDURES Based upon an evaluation within 90 days prior to the filing of this report, our President and Chief Operating Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective and sufficient to ensure that material information relating to the Company, including our consolidated subsidiaries, is made known to them. There have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of this evaluation. 25 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K Financial Statements The Financial Statement Index is on Page F-1. 26 Financial Statement Schedules SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Year Ended December 31, Deducted from asset accounts: 2002 2001 2000 ---- ---- ---- Allowance for doubtful accounts Balance at beginning of period $ 228,923 $ 299,546 $ 131,030 Charged to expense 571,743 151,397 211,360 Forgiveness of loan from officer 652,837 Amount from acquisition -- -- 85,000 Deducted for loan from officer (652,837) -- -- Deducted (403,831) (222,020) (127,844) --------- --------- --------- Balance at end of period $ 396,835 $ 228,923 $ 299,546 ========= ========= ========= Exhibits and Reports on Form 8-K Exhibit No. Description --- ----------- 3.1 Articles of Incorporation of Koala Corporation (3) 3.2 Bylaws of Koala Corporation (3) 4.1 Specimen Common Stock Certificate (1) 4.2 Rights Agreement dated November 7, 2000 by and between Koala Corporation and Computershare Trust Company (7) 10.1 Incentive Stock Option Plan dated August 19, 1993 (1)+ 10.2 Koala Corporation 1995 Stock Option Plan, as amended (3)+ 10.3 Credit Agreement with U.S. Bank National Association (4) 10.4 Agreement for Sale and Purchase of Assets dated June 23, 1997 between Delta Play, Ltd., et al and Koala Corporation (2) 10.5 Registration Rights Agreement dated June 23, 1997 between Delta Play, Ltd., and Koala Corporation (2) 10.6 Indenture dated March 31, 1998 among Vanac Development Corp., Delta Play Company and Koala Corporation 10.7 Stock and Asset Purchase Agreement dated March 1, 2000 by and among Koala Coporation, the shareholders of SCS Interactive, Inc. and Rick Briggs (6) 10.8 Form of Revolving Credit Agreement, dated November 17, 2000, between Koala Corporation and U.S. Bank National Association (8) 10.9 Agreement for Sale and Purchase of Assets dated March 26, 1999, by and among Superior Foam & Polymers, Inc., James T. New, Jr., Kevin C. Brown and Koala Corporation (5) 10.10 Lease Agreement Dated March 16, 2000 between Dove Valley Business Center, LLP and Koala Corporation (9) 10.11 Amended and Restated Revolving Credit Agreement among Koala Corporation, U.S. Bank National Association, as agent for the lenders, and Other Lenders Party Hereto, dated September 26, 2001. (10) 10.12 Amendment No. 1 to the Amended and Restated Revolving Credit, Term Loan and Security Agreement (11) 10.13 Waiver and Amendment No. 2 to the Amended and Restated Revolving Credit, Term Loan and Security Agreement (12) 10.14 Waiver and Amendment No. 3 to the Amended and Restated Revolving Credit, Term Loan and Security Agreement (13) 10.15 Waiver and Amendment No. 4 to the Amended and Restated Revolving Credit, Term Loan and Security Agreement (13) 10.16 Asset Purchase Agreement by and among PS Commercial Play LLC, Playcore Wisconsin, PS Florida and Koala Corporation dated as of January 6, 2003 (14) 10.17 Amendment No. 5 to the Amended and Restated Revolving Credit, Term Loan and Security Agreement* 10.18 Amendment No. 6 to the Amended and Restated Revolving Credit, Term Loan and Security Agreement* 21.1 Subsidiaries* 23.1 Consent of Independent Auditors* 99.1 Certification of James A. Zazenski* 99.2 Certification of Jeffrey L. Vigil* 27 (1) Incorporated by reference to the exhibits included in the Company's Registration Statement on Form SB-2, Registration No. 33-68482C. (2) Incorporated by reference to exhibits included in the Company's Form 8-K filed on July 8, 1997. (3) Incorporated by reference to the exhibits included in the Company's Registration Statement on Form SB-2, Registration No. 333-61551. (4) Incorporated by reference to the exhibits included in the Company's Form 10-QSB for the quarter ended June 30, 1997 (5) Incorporated by reference to the exhibits included in the Company's Form 8-K filed on April 2, 1999 (6) Incorporated by reference to the exhibits included in the Company's Form 8-K filed on March 15, 2000 (7) Incorporated by reference to the exhibits included in the Company's Form 8-A filed on November 8, 2000 (8) Incorporated by reference to the exhibits included in the Company's Form 8-K filed on November 21, 2000 (9) Incorporated by reference to the exhibits included in the Company's Form 10-K for the fiscal year ended December 31, 2000 (10) Incorporated by reference to the exhibits included in the Company's Form 8-K filed on October 4, 2001 (11) Incorporated by reference to the exhibits included in the Company's Form 10-Q for the quarter ended September 30, 2001 (12) Incorporated by reference to the exhibits included in the Company's Form 10-K for the fiscal year ended December 31, 2001 (13) Incorporated by reference to the exhibits included in the Company's Form 10-Q for the quarter ended June 30, 2002 (14) Incorporated by reference to the exhibits included in the Company's Form 8-K filed on January 8, 2003 * Filed herewith. + Identifies Exhibit that consists of or includes a management contract or compensatory plan or arrangement a. Reports on Form 8-K o On December 4, 2002, the Company filed a report on Form 8-K regarding the resignation of Michael C. Franson as a director of the Company. 28 SIGNATURES In accordance with Section 13 of the Securities and Exchange Act of 1934, the registrant caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. KOALA CORPORATION Date: April 15, 2003 By: /s/ James A. Zazenski ---------------------- James A. Zazenski, President and Chief Operating Officer Date: April 15, 2003 By: /s/ Jeffrey L. Vigil --------------------- Jeffrey L. Vigil Vice President of Finance and Administration (Principal Financial and Accounting Officer) In accordance with the Exchange Act, this report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- /s/ John T. Pfannenstein Director and Chairman April 15, 2003 -------------------------- John T. Pfannenstein /s/ Nancy Pierce Director April 15, 2003 -------------------------- Nancy Pierce /s/ Randy Stein Director April 15, 2003 -------------------------- Randy Stein /s/ Richard Akright Director April 15, 2003 -------------------------- Richard Akright 29 KOALA CORPORATION CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION I, James A. Zazenski, certify that: 1. I have reviewed this annual report on Form 10-K of Koala Corporation; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures 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 annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 15, 2003 /s/ James A. Zazenski -------------------------- James A. Zazenski President and Chief Operating Officer (Principal Executive Officer) 30 KOALA CORPORATION CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION I, Jeffrey L. Vigil, certify that: 1. I have reviewed this annual report on Form 10-K of Koala Corporation; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: d) designed such disclosure controls and procedures 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 annual report is being prepared; e) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and f) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): c) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and d) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 15, 2003 /s/ Jeffrey L. Vigil -------------------------- Jeffrey L. Vigil Vice President Finance and Administration (Principal Financial and Accounting Officer) 31 KOALA CORPORATION CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 AND 2001 AND FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2002 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page ---- Report of Independent Auditors F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Shareholders' Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 F-1 SHAREHOLDERS AND BOARD OF DIRECTORS KOALA CORPORATION REPORT OF INDEPENDENT AUDITORS We have audited the accompanying consolidated balance sheets of KOALA CORPORATION (a Colorado corporation) as of December 31, 2002 and 2001, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included financial statement schedule II. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of KOALA CORPORATION at December 31, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. The accompanying financial statements have been prepared assuming that KOALA CORPORATION will continue as a going concern. As more fully described in Note 1, the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has not complied with certain covenants of loan agreements with its banks. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. As discussed in Note 1 to the consolidated financial statements, effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. /s/ ERNST & YOUNG LLP Denver, Colorado April 7, 2003 F-2

See notes to consolidated financial statements F-3

See notes to consolidated financial statements F-4

See notes to consolidated financial statements F-5

See notes to consolidated financial statements F-6 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 1. Summary of significant accounting policies: Nature of operations and business conditions: Koala Corporation and its wholly owned subsidiaries (the "Company") is a designer, producer and worldwide marketer of innovative commercial products, systems and custom solutions that create attractive family-friendly environments for businesses and other public venues. The Company produces family convenience and activity products, children's indoor and outdoor modular play equipment and playground surfacing systems. The consolidated financial statements include the accounts of Koala Corporation and all subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The Company has recorded recurring losses from continuing operations of $2.4 million and $5.3 million during the years ended December 31, 2001 and 2002, respectively. These losses caused it to be in default on certain of its debt covenants for the quarters ended June 30, September 30, and December 31 of 2001 and 2002. Based upon the Company's historical operating performance, it is difficult to predict the Company's ability to remain in compliance with its debt covenants again during 2003. The uncertainty about the Company's ability to generate adequate cash flow to service its debt and meet its debt covenants raises doubt about the Company's ability to continue as a going concern. The Company is pursuing several initiatives intended to increase its liquidity, including accelerating the receipt of a $2.6 million tax refund generated from the 2002 net operating loss carry-back, building lease rent reductions, aggressive cost cutting programs, aggressive inventory management and possible asset sales. As discussed in Note 3, the Company entered into an agreement with its lenders on April 7, 2003 which waives the existing violations of those covenants, modifies the covenants and defers all scheduled 2003 term loan payments until March 2004. The Company believes that the debt repayment deferral for 2003 and the successful implementation of its cost and liquidity initiatives will provide sufficient cash flows to maintain its operations through at least December 31, 2003. If it appears that the Company will not meet the covenant targets, it will consider taking additional cost reduction steps, including employee reductions and further spending cuts. As discussed in Note 14, the Company sold the assets of Park Structures on January 6, 2003. The Company made the decision to dispose of Park Structures during the fourth quarter of 2002. Accordingly, the operating results of Park Structures have been reported separately as discontinued operations in the consolidated statements of operations and the assets and liabilities have been reclassified to other assets and other liabilities in the consolidated balance sheets for all periods presented. See Note 14 for further discussion on discontinued operations. Use of estimates: Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles in the United States. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Actual results could vary from the estimates that were used. F-7 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 1. Summary of significant accounting policies (continued): Financial instruments: The fair value of financial instruments, consisting of investments in cash, cash equivalents, receivables, obligations under accounts payable, and debt instruments, is based on interest rates available to the Company and comparisons to quoted prices. At December 31, 2002 and 2001, the fair value of these financial instruments approximates carrying value. Cash and cash equivalents include cash on hand, demand deposits, savings accounts, and short-term investments with original maturities of three months or less. Cash and cash equivalents include financial instruments that potentially subject the Company to a concentration of credit risk. The Company places its cash and temporary cash investments with high credit quality institutions. At times, cash held in the Company's primary bank may be in excess of the FDIC insurance limit. Cash in money market mutual funds is not federally insured. The Company performs periodic evaluations of the relative credit standing of these financial institutions. As of December 31, 2002, cash and cash equivalents consisted solely of cash in the primary banking institution. At December 31, 2001, cash overdrafts of $131,800 have been recorded as a liability. Inventories: Inventories are stated at the lower of cost (including overhead) or market (first-in, first-out). As of December 31, 2002 and 2001, inventories consisted of the following: 2002 2001 ---------- ---------- Raw materials $3,295,028 $3,827,463 Work-in-process and finished goods 1,486,776 2,377,817 ---------- ---------- $4,781,804 $6,205,280 ========== ========== Property and equipment: Property and equipment is stated at the lower of depreciated cost or net realizable value. Depreciation and amortization is being provided on the straight-line method over the estimated useful life of the asset. The following is a schedule of estimated useful lives of property and equipment: Furniture and fixtures 7 years Tooling and molds 6-10 years Software 3-5 years Shop and office equipment 3-10 years Leasehold improvements 3-5 years F-8 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 1. Summary of significant accounting policies (continued): Property and equipment consist of the following at December 31: 2002 2001 ---- ---- Tooling and molds $2,004,517 $1,952,926 Office equipment and software 2,427,059 2,699,741 Leasehold improvements 543,193 71,800 Furniture and fixtures 456,421 388,142 Shop equipment 588,109 324,647 ---------- ---------- 6,019,299 5,437,256 Less: accumulated depreciation 3,062,392 2,261,767 ---------- ---------- $2,956,907 $3,175,489 ========== ========== Goodwill and identifiable intangible assets: The excess of acquisition cost over fair value of net tangible and identifiable intangible assets of businesses acquired in purchase transactions, has been included in goodwill. Identifiable intangible assets include patents, trademarks, trade names, proprietary trade secrets, proprietary product designs, customer lists and non-compete agreements and are being amortized over the lesser of the assets' legal life (if applicable) or their estimated economic lives, ranging from 5 to 30 years. Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standard (SFAS) No. 142 "Goodwill and Other Intangible Assets" and SFAS No. 144 "Accounting for the Impairment or Disposal of Long-lived Assets." In accordance with SFAS 142, the Company stopped amortizing goodwill effective January 1, 2002. The Company has also identified certain of its trademarks as indefinite lived assets and has ceased amortization of those assets effective January 1, 2002. In addition, SFAS 142 changes the way the Company evaluates goodwill for impairment from a discounted cash flow approach to a fair value approach. Under SFAS 142, the Company is required to split the two segments, children's activity and convenience products and children's modular play equipment, into reporting units. Goodwill impairment is evaluated separately for each reporting unit by comparing the fair value of the reporting unit with its underlying book value at January 1, 2002 in order to determine any transitional impairment. For reporting units where the fair value of the reporting unit was less than its book value, the Company performed an additional test to determine the amount of the impairment. This test consisted of determining the fair value of the assets and liabilities in the reporting unit, adding the book value of the goodwill, and then comparing that value to the overall fair value determined above. The impairment amount for goodwill consists of the excess of the detailed fair values plus goodwill over the fair value of the reporting unit. As a result of this test, the Company recorded a transitional impairment charge of $21,838,718 (net of income taxes of $2,893,692) in the second quarter of 2002, which is shown as the cumulative effect of an accounting change in the accompanying consolidated statement of operations. The fair value of the reporting units giving rise to F-9 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 1. Summary of significant accounting policies (continued): the impairment charge was estimated by an independent valuation firm using the expected present value of future cash flows and other methodologies. The impairments were primarily the result of decreases in operating revenues and cash flows as compared to forecasts prepared at the dates the respective companies were acquired. During the fourth quarter, the Company performed the required annual review of the recoverability of goodwill for all of its reporting units with goodwill balances as of September 30, 2002. No adjustment was required under SFAS 142 based on the results of this review. SFAS 144 requires that the Company evaluate its amortizable identified intangible assets other than goodwill for impairment based upon undiscounted future cash flow streams. If an impairment is identified, the amount of the impairment is determined by comparing the carrying value to its estimated fair market value. SFAS 142 requires that unamortized intangible assets be evaluated for impairment by comparing the carrying amount with its fair value. No impairment has been recognized for these assets. Identifiable intangible assets consist of the following at December 31:

Estimated amortization expense for each of the following years ending December 31 is as follows: 2003 $1,053,000 2004 1,044,000 2005 1,041,000 2006 1,041,000 2007 1,041,000 The weighted average amortization period for each of the amortized intangible assets at December 31, 2002 is as follows: Patents 15.2 years Trade secrets 30.0 years Product designs 30.0 years Other 8.6 years Total 23.8 years F-10 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 1. Summary of significant accounting policies (continued): The changes in the carrying amounts of goodwill are as follows for the year ended December 31, 2002:

The following table shows the pro forma impact of not amortizing goodwill and the trademarks in the prior year on income (loss) before cumulative effect of change in accounting principle and earnings per share:

Revenue recognition: The Company recognizes revenues for the majority of its operations at either the time its products are shipped, or when installation is complete in cases where the Company performs the installation services. At SCS Interactive (included in the Company's modular play equipment segment), the percentage of completion method of accounting is utilized because the build to install timeline of its jobs is of longer duration. The percentage of completion is measured using actual costs compared to total estimated F-11 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 1. Summary of significant accounting policies (continued): costs. Revenues from shipping and handling are included in sales. Shipping and handling costs are included in cost of sales. Advertising costs: Advertising costs, except for the preparation of catalog materials, are expensed when incurred. Costs of preparing catalog materials are deferred and amortized over the life of the catalog, typically one year. Advertising expenses for the periods ended December 31, 2002, 2001 and 2000 were $801,825, $1,684,525 and $1,810,500, respectively. Income taxes: The Company provides for deferred taxes on temporary differences arising from assets and liabilities whose bases are different for financial reporting and state, federal and foreign income tax purposes. The differences relate primarily to depreciable and amortizable assets, certain accrued expenses and the allowance for uncollectible accounts. For foreign corporate income taxes paid, the Company will utilize a foreign tax credit against the federal corporate income tax liability. Foreign currency translation: The financial statements of the Company's subsidiaries located outside the United States are measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average rates of exchange. The resultant translation adjustments are included in equity adjustment from translation, a separate component of shareholders' equity. Gains and losses on foreign currency transactions are included in operations. The net foreign exchange losses for the year ended December 31, 2002 and 2001 were $18,305 and $195,234, respectively. The amount in 2000 was not significant. Earnings per share The following table provides a reconciliation of the numerator and denominator for earnings (loss) per share: December 31, ------------ 2002 2001 2000 ---- ---- ---- Net income (loss) $(33,548,770) $ (1,990,073) $ 4,032,404 ============ ============ ============ Shares outstanding 6,817,222 6,872,334 6,769,508 Net effect of dilutive options -- -- 231,478 ------------ ------------ ------------ Dilutive shares outstanding 6,817,222 6,872,334 7,000,986 ============ ============ ============ F-12 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 1. Summary of significant accounting policies (continued): Options outstanding of 517,500, 1,044,500 and 43,750 at December 31, 2002, 2001 and 2000, respectively, have been excluded from the above calculation because they were not considered common share equivalents or because their effect would be anti-dilutive. Stock Option Compensation As more fully described in Note 6, the Company operates a stock option plan. The Company has elected to account for stock-based compensation arrangements using the intrinsic value method under the provisions of Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees". Under this method, stock compensation is recognized to the extent that the exercise price is less than the market price for the underlying stock on the date of grant. Accordingly, no compensation cost has been recognized for the plans in 2002, 2001 or 2000. FASB Statement No. 123, "Accounting for Stock Compensation", and FASB Statement No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123.", require certain disclosures as if stock compensation had been determined using fair value methodologies. Had compensation cost been determined on the basis of fair value pursuant to FASB Statement No. 123, net income (loss) and earnings (loss) per share would have been presented as follows: Net income (loss) 2002 2001 2000 ------------------- ---- ---- ---- As reported $(33,548,770) $(1,990,073) $ 4,032,404 ============ =========== ============= Pro forma (FASB 123) $(33,644,770) $(2,432,156) $ 3,471,723 ============ =========== ============= Basic earnings (loss) per share As reported $ (4.92) $ (.29) $ .60 ============ =========== ============= Pro forma (FASB 123) $ (4.94) $ (.35) $ .51 ============ =========== ============= Diluted earnings (loss) per share As reported $ (4.92) $ (.29) $ .58 ============ =========== ============= Pro forma (FASB 123) $ (4.94) $ (.35) $ .50 ============ =========== ============= New Accounting Pronouncements: In December 2002, the Financial Accounting Standards Board ( "FASB ") issued SFAS No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent F-13 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 1. Summary of significant accounting policies (continued): disclosures in both annual and interim financial statements about the method of accounting for stock based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for the Company's year ended December 31, 2002 and for its interim periods beginning January 1, 2003. The Company will continue to apply the disclosure only provision of SFAS No. 123 and SFAS No. 148, as presented above. In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others - an Interpretation of FASB Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34." FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligation under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year end. However, the disclosure requirements in FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. The Company adopted the disclosure provisions of FIN 45 in fourth quarter 2002. The Company will adopt the initial recognition and measurement provisions of FIN 45 prospectively in first quarter 2003 and does not believe such provisions will have a significant impact on the Company's consolidated results of operations or financial position. In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. Management does not expect that adoption of this standard will have a material effect on the Company's consolidated results of operations or financial position. In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 61, Amendment of FASB No. 13, and Technical Corrections." This statement clarifies guidance related to the reporting of gains and losses from extinguishment of debt and resolves inconsistencies related to the required accounting treatment of certain lease modifications. The provisions of this statement relating to extinguishment of debt become effective for the Company on January 1, 2003. The provisions of this statement related to lease modifications are effective for transactions occurring after May 15, 2002. Management does not expect that adoption of this standard will have a material effect on the Company's consolidated results of operations or financial position. In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which establishes one accounting model to be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions. SFAS 144 supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets to Be Disposed Of and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects Of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." The Company adopted SFAS 144 as of January 1, 2002. F-14 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 1. Summary of significant accounting policies (continued): In June 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement Obligations." SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The Company will adopt SFAS 143 in 2003. The Company does not believe the adoption of SFAS 143 will have a material impact on the consolidated financial statements. In June 2001, the FASB issued SFAS 141, Business Combinations. SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS 141 also includes guidance on the initial recognition and measurement of goodwill and other intangible assets arising from business combinations completed after June 30, 2001. The FASB also issued SFAS 142, Goodwill and Other Intangible Assets, as previously discussed. Reclassifications: Certain items have been reclassified in the prior year financial statements to conform to the current year presentation. These consist primarily of a reclassification of shipping and handling costs out of revenue and into cost of sales. These reclassifications had no effect on net income or cash flows. 2. Debt: The following is a summary of the Company's debt as of December 31,:

In the third quarter of 2001, the Company amended and restated its existing $45 million revolving credit facility and established a revolving credit facility in the amount of $14 million and a term loan in the amount of $28 million (the "New Credit Facility"). This facility is secured by substantially all of the assets of the Company and requires compliance with financial loan covenants related to leverage, interest coverage, fixed charges and capital expenditures. Availability under the revolving credit facility is determined by a formula based on inventory and accounts receivable balances. F-15 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 2. Debt (continued): A commitment fee of .50% per annum is payable quarterly based on the average daily unused portion of the revolving line of credit. At September 30, 2001, the Company was not in compliance with the financial covenants for maximum leverage ratio and minimum interest coverage ratio. The Company obtained a waiver of such non-compliance which is contained in Amendment No. 1 to the New Credit Facility. The waiver required, among other things, the infusion of $10 million of capital into the Company by March 31, 2002, which would be used to reduce the amounts outstanding under the term loan, and set new covenants. At December 31, 2001, the Company was again in default of certain covenants under that indebtedness. On April 1, 2002, the Company obtained a waiver of such non-compliance, which is contained in Amendment No. 2 to the New Credit Facility. Under the amendment, the due date of the line of credit was extended to April 15, 2003, the date to obtain the $10 million of additional capital was changed to April 1, 2003, the quarterly payments for 2002 were reduced to $500,000 per quarter and the covenants were reset. The amendment also required the Company to make up to $2 million in additional principal payments on April 15, 2003 if certain EBITDA targets were met for 2002. At December 31, 2002, the Company was again in default of the covenants under that indebtedness. On April 7, 2003, the Company obtained a waiver of such non-compliance, which is contained in Amendment No. 6 to the New Credit Facility. Under the amendment, all principal payments on the term loan were deferred until 2004. A $500,000 principal payment will be due on March 15, 2004, followed by $1 million quarterly installments on March 31 and June 30, 2004. The above requirement for the infusion of $10 million of additional capital was also waived, and the covenants reset. As a result of the potential for non-compliance with the covenants in future quarters, the Company has classified the entire balance of the credit facility as a current liability in accordance with EITF 86-30. The following is a summary of the debt maturities as of December 31, 2002: 2003 $ 0 2004 33,320,000 ---------- Total $ 33,320,000 ============ 3. Supplemental financial information: 2002 2001 2000 ---- ---- ---- Interest received $ 11,495 $ 16,248 $ 21,044 =========== =========== =========== Interest paid $ 2,939,563 $ 3,236,001 $ 2,932,413 =========== =========== =========== Income taxes paid $ 22,686 $ 149,508 $ 3,272,029 =========== =========== =========== F-16 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 4. Capital lease: The Company entered into capital leases for certain equipment and software in 2002 and 2001. The amounts are included in equipment and accumulated depreciation as follows: December 31, 2002 2001 ---- ---- Equipment $ 449,915 $ 183,996 Accumulated depreciation 138,811 19,582 Amortization expense for these leases for the years ended December 31, 2002 and 2001 was $99,043 and $19,582 respectively. Future payments due under these leases at December 31, 2002 are as follows: 2003 $ 157,663 2004 107,028 2005 21,984 2006 18,420 Thereafter 3,070 ------- Total 308,165 Less amounts representing interest 30,939 -------- Total $ 277,226 ========= Current portion $ 135,682 ========= Non-current portion $ 141,544 ========= 5. Commitments and contingencies: Operating leases: The Company has entered into operating leases for facilities located in Denver, Colorado, Coral Springs, Florida, Tillamook, Oregon, Armonk, New York, Wimberley, Texas, and Delta, British Columbia, Canada. As more fully described in Note 14, the facility in Coral Springs, Florida has been subleased to a third party. The Company has other operating leases for equipment and furniture and fixtures. The lease terms vary and run through December 31, 2012. One of the leases contains a five year renewal option. All of the building leases call for monthly base rents, with the Company responsible for its share of common building operating costs, payable on a monthly basis. F-17 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 5. Commitments and contingencies (continued): Rent expense was $1,356,340, $1,132,800 and $968,200 for the years ended December 31, 2002, 2001 and 2000, respectively. Total minimum operating lease commitments are as follows: Year Ending December 31, Amount ------------------------ ------ 2003 $ 1,086,557 2004 1,012,128 2005 762,766 2006 686,380 2007 516,570 Thereafter 1,860,384 ----------- 5,924,785 Less: sublease income 432,000 ----------- $ 5,492,785 Warranties: For family convenience and children's activity products, the Company provides a replacement guarantee for one year from purchase protecting against damage from natural disasters or vandalism subject to a $100 deductible. The Company also provides a five-year warranty on parts and labor covering any defects in workmanship. For modular play equipment, the Company provides warranties ranging from a one-year limited warranty on parts and labor covering defects in workmanship to a lifetime warranty on certain metal parts. The Company has experienced minimal returns and warranty claims, except for SCS Interactive where a warranty accrual of .75% of 2002 and 2001 sales has been recorded. 6. Stock options: The Company adopted a stock option plan in August 1993 (the 1993 Plan). The 1993 Plan provides that options to purchase up to 200,000 shares of common stock may be granted. The Company adopted a second plan in November 1995 (the 1995 Plan) which provides that additional options to purchase up to 800,000 shares of common stock may be granted. The exercise price of each option is equal to the market price of the Company's stock on the date of grant. The option term varies, as well as the vesting periods, at the discretion of the Board of Directors. In January 1998, the Company authorized the amendment and restatement of the 1995 Plan to grant an additional 500,000 shares and allow the transfer of non-qualified stock options to family members without Board of Directors' approval or to non-employees with Board of Directors' approval. The amendment and restatement was approved by the Company's shareholders' at its annual shareholders' meeting in May 1998. F-18 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 6. Stock options (continued): The fair value of each option granted is estimated on the grant date using the Black-Scholes Model. The following assumptions were made in estimating fair value: Assumption 2002 2001 2000 ---------- ---- ---- ---- Dividend yield 0.0% 0.0% 0.0% Risk-free interest rate - 5 year 4.33 % 4.51 % 5.00% Expected life 5 years 5 years 5 years Expected volatility 148.0% 89.80% 47.20% Following is a summary of the status of the plans during 2002, 2001 and 2000: 2002 2001 1999 ---- ---- ---- Options exercisable 346,600 707,700 614,800 ======= ======= ======= Weighted average fair value of options granted during the year $1.60 $1.50 $6.84 ===== ===== ===== F-19 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 6. Stock options (continued): Following is a summary of the status of the plans for the years ended December 31, 2002, 2001 and 2000:

A summary of the status of fixed options outstanding at December 31, 2002 is as follows:

F-20 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 7. Income taxes: The components of the provision for income tax from continuing operations were: ------------------------------------------------------- 2002 ------------------------------------------------------- Federal Foreign State Total Current tax benefit $(1,131,902) $ -- $ -- $(1,131,902) Deferred tax benefit -- -- -- -- ----------- ------------ ----------- ----------- Income tax benefit $(1,131,902) $ -- $ -- $(1,131,902) =========== ============ =========== =========== ------------------------------------------------------- 2001 ------------------------------------------------------- Current tax benefit $(1,165,625) $ -- $ -- $(1,165,625) Deferred tax expense (benefit) 399,430 -- (50,596) 348,834 ----------- ---------- ----------- ----------- Income tax benefit $ (766,195) $ -- $ (50,596) $ (816,791) =========== ========== =========== =========== ------------------------------------------------------- 2000 ------------------------------------------------------- Current tax expense $1,336,021 $ -- $ 139,549 $1,475,570 Deferred tax expense 334,005 -- 11,023 345,028 ---------- ------------ ---------- ---------- Income tax expense $1,670,026 $ -- $ 150,572 $1,820,598 ========== ============ ========== ========== The tax effects of temporary differences that give rise to a significant portion of the deferred tax assets and liabilities at December 31, 2002 and 2001 are as follows: 2002 2001 ---- ---- Deferred tax assets: Allowance for doubtful accounts $ 160,932 $ 161,538 Impairment of goodwill 3,883,899 -- Loss on sale of discontinued operation 2,341,726 -- State operating loss carryforwards 714,474 50,596 Other 162,701 2,541 ----------- ----------- 7,263,732 214,675 ----------- ----------- Deferred tax liabilities: Depreciation 364,978 281,134 Amortization 2,066,449 1,721,911 ----------- ----------- 2,431,427 2,003,045 ----------- ----------- Valuation allowance (4,832,306) -- ----------- ----------- Net deferred tax liability $ -- $ 1,788,370 =========== =========== F-21 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 7. Income taxes (continued): The components of income (loss) before income taxes from continuing operations for the years ended December 31 are as follows: 2002 2001 2000 ---- ---- ---- Foreign $ (574,000) $ (746,000) $ (595,000) US (5,824,000) (2,465,000) 5,666,000 ----------- ----------- ----------- Total $(6,398,000) $(3,211,000) $ 5,071,000 =========== =========== =========== The effective tax rate differs from the statutory rate as follows:

8. Major suppliers: For the years ended December 31, 2002, 2001, and 2000 the Company purchased a significant amount of component parts from four, three and three vendors, which accounted for approximately 11%, 9% and 14% of the Company's total cost of sales, respectively. 9. 401(k) Plan: Effective January 1997, the Company adopted a 401(k) Plan for the benefit of substantially all of its U.S. employees meeting specified eligibility requirements. The Plan permits contributions by the Company but does not require them. The Company made no material contributions to the Plan during 2002, 2001 or 2000. The Company also maintained a second plan in 2001 and 2000 that related to the purchase of SCS Interactive on March 1, 2000. Contributions to this plan were matched up to 3% of the participants' deferred compensation. This plan was merged into the Koala plan effective March 1, 2001. During the years ended December 31, 2001 and 2000, the Company contributed $18,827 and $67,783, respectively, to this 401(k) profit sharing plan. 10. Preferred stock and shareholder rights plan: During 1996, the shareholders voted to amend the Articles of Incorporation to provide for the issuance of 1,000,000 shares of no par value preferred stock. At December 31, 2002 F-22 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 10. Preferred stock and shareholder rights plan (continued): and 2001, none were outstanding. The Board of Directors is granted authority to determine dividends and other rights and preferences for the preferred stock. On October 31, 2000, the Board of Directors declared a dividend of one right to purchase preferred stock (a "Right") for each outstanding share of common stock of the Company. Each share of subsequently issued common stock also incorporates one Right. Each Right entitles shareholders, in certain circumstances, to buy one one-thousandth of a newly issued share of Series A Junior Participating Preferred Stock (the "Junior Preferred Shares") of the Company at the initial purchase price of $50.00 per one one-thousandth of a Junior Preferred Share. The Rights will expire on November 7, 2010, unless the Rights are earlier redeemed by the Company. The Rights are not currently exercisable, and would become exercisable and transferable apart from the common stock only if a person or group (other than certain exempt persons) acquires beneficial ownership of 20% or more of the common stock, or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 20% or more of the common stock (an "Acquiring Person."). The Company is generally entitled to redeem the Rights at $.001 per Right at any time until a person or group has become an Acquiring Person. Under the Rights "flip-in" feature, if any such person or group becomes an Acquiring Person, then each Right not owned by such Acquiring Person will entitle its holder to purchase, at the Right's then current purchase price, shares of common stock having a market value of two times the purchase price of the Right. Under the Rights "flip-over" provision, if, after any person or group becomes an Acquiring Person, the Company is involved in a merger or other business combination transaction with another person, or sells 50% or more of its assets or earning power in one or more transactions, each Right will entitle its holder to purchase, at the Right's then current purchase price, shares of common stock of such other person having a market value of twice the Right's purchase price. The Junior Preferred Shares have substantial dividend and voting rights relative to the common stock and substantial preferential rights to the common stock on liquidation of the Company. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company on terms not approved by the Company's Board of Directors. The Company does not expect the Rights to interfere with any merger or other business combination approved by the Board of Directors, as the Rights may be amended to permit such acquisition or redeemed by the Company at $.001 per Right prior to the earlier of (i) the time that a person or group has acquired beneficial ownership of 15% or more of the common stock; or (ii) the expiration date of the Rights. Until the Rights become exercisable, the Rights will have no dilutive impact on the Company's earnings per share data. The Rights are protected by customary anti-dilution provisions. F-23 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 11. Geographic and business segments: The Company's sales are derived from two business segments: (1) Family Convenience and Children's Activity Products, and (2) Children's Modular Play Equipment. The Company's reportable segments are strategic business units that offer different products. They are managed separately based on the fundamental differences in the operations. The Company's convenience and activity products include the flagship product, the baby changing station ("BCS") which is assembled at the Company's facilities in Colorado. Other significant products in this segment are the sanitary paper liners for the BCS, the child protection seat, the infant seat kradle, the high chair, safety straps for shopping carts and activity products. These products are sold direct and through distribution channels, both in the United States and internationally. The Company recognizes sales of products from this business segment at the time the products are shipped. The Company's modular play equipment includes indoor/outdoor play equipment and playground surfacing materials. The indoor play equipment is custom designed for the customer. A catalog is used to promote and advertise the outdoor play equipment, however, custom modifications are often made to accommodate the customers' needs and desires. These products are manufactured by the Company at its facilities located in Colorado, British Columbia, Florida, and Oregon. The playground surfacing materials are manufactured by a national network of sub-contractors. These products are sold direct and through manufacturers' representatives/dealers both in the United States and internationally. The Company recognizes revenue at the time its products are shipped or, in cases where the Company performs the installation, when installation is complete, at the majority of its operations. At the Company's SCS Interactive division, the percentage of completion method of accounting is used for those projects where the build to install timeline is of longer duration. F-24 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 11. Geographic and business segments (continued): The Company evaluates the performance of its segments based primarily on operating profit before acquisition intangible amortization, and interest income and expense. The Company allocates corporate expenses to individual segments based on segment sales. Corporate expenses are primarily labor costs of executive management and shareholder relation costs. The following table presents sales and other financial information by business segment (in thousands):

F-25 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 11. Geographic and business segments (continued): Geographic area data: Geographically, sales, operating income and identifiable assets for non-domestic entities for the years ended December 31, 2002, 2001 and 2000 were as follows (in thousands): 2002 2001 2000 ---- ---- ---- Sales $5,262 $6,569 $4,270 Operating income (loss) (1,202) 218 (350) Identifiable assets 2,254 3,064 3,582 There were no material amounts of sales or transfers among geographic areas during 2002, 2001 or 2000. Revenues from sales to customers outside the United States were: $7.3 million, $4.7 million, and $4.9 million, for the years ended December 31, 2002, 2001 and 2000, respectively. 12. Quarterly financial data - unaudited (in thousands, except per share data):

F-26 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 12. Quarterly financial data - unaudited (in thousands, except per share data) (continued):

Shipping and handling costs in the first three quarters of 2001 have been reclassified from revenues to cost of sales to be consistent with the current year presentation. These reclassifications had no impact on net income or cash flows. 13. CEO Resignation: On April 30, 2002, Mark Betker, the Company's Chief Executive Officer, resigned from the Company and entered into a Release Agreement that contains the terms of Mr. Betker's discontinuation of service. The Release Agreement replaced a Separation Agreement, executed on August 29, 2001, between Mr. Betker and the Company. Key terms of the Release Agreement are as follows: o The Company repurchased from Mr. Betker 14,000 shares of common stock for $1.69 per share, the closing market price on April 29, 2002. o The Company agreed to pay Mr. Betker severance of $250,000 over the 12 month period ending April 30, 2003. o The Company will forgive a promissory note from Mr. Betker for $715,195 on the date it becomes due (April 29, 2003) provided that he remains in material compliance with the terms of the agreement. o Mr. Betker returned the 80,000 shares of common stock purchased with part of the proceeds of the promissory note. o For a period of two years, Mr. Betker agreed not to compete with the Company or to solicit any employees of the Company. o The parties entered into a consulting agreement whereby Mr. Betker will provide consulting services at the request of the Board of Directors. To date, no such services have been provided and no consulting fees have been paid to Mr. Betker. The Company recorded a pre-tax expense of $872,565 to recognize this transaction during the second quarter of 2002, of which $619,995 represents a non-cash charge related to the forgiveness of the note. F-27 KOALA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 -------------------------------------------------------------------------------- 14. Discontinued Operations and Subsequent Event: Effective January 6, 2003, the Company sold substantially all of the assets of its wholly owned subsidiary PS Florida, Inc. dba Park Structures (part of the Company's Modular Play Equipment segment) to PS Commercial Play, LLC (an unrelated entity whose sole member is PlayCore Wisconsin, Inc.) for approximately $4.3 million plus the assumption of certain liabilities. The assets sold include equipment, accounts receivable, personal property, intellectual property and inventory. The purchase price was negotiated between the parties based on the June 30, 2002 balance sheet of PS Florida, Inc., and is subject to adjustment based on the final closing balance sheet and resolution of certain estimated items. In connection with the sale, the Company recorded an impairment loss on the assets of the discontinued operation of $5,628,045, net of tax benefit of $835,772. The revenue of the Park Structures included in "Income (loss) from discontinued operations" on the statement of operations for the years ended December 31, 2002, 2001 and 2000 were $11,351,508, $15,814,935 and $15,021,758, respectively. The major classes of assets and liabilities that have been included at fair value in the "Assets of Discontinued Operations" and "Liabilities of Discontinued Operations" captions on the balance sheet are as follows:

F-28 EXHIBIT 21.1 Subsidiaries of the Company Percentage Name of Subsidiary Jurisdiction of Incorporation Ownership ------------------ ----------------------------- --------- Delta Play (US), Inc. State of Colorado 100% Delta Play Company Province of Nova Scotia, Canada 100% Sample Road Real Estate Holdings, Inc. f/k/a PS Florida, Inc. State of Colorado 100% SCS Interactive, Inc. State of Oregon 100% Koala Surfaces, Inc. State of Colorado 100% EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1995 Stock Option Plan of Koala Corporation of our Report dated April 7, 2003, with respect to the consolidated financial statements and schedule of Koala Corporation included in the Annual Report on Form 10-K for the year ended December 31, 2002. /s/ Ernst & Young LLP Denver, Colorado April 7, 2003 EXHIBIT 99 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, James A. Zazenski, President and Chief Operating Officer (Principal Executive Officer) of Koala Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Annual Report on Form 10-K of the Company for the period ended December 31, 2002 (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 or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: April 15, 2003 /s/ James A. Zazenski -------------------------- James A. Zazenski President and Chief Operating Officer (Principal Executive Officer) EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Jeffrey L. Vigil, Vice President Finance and Administration (Principal Financial and Accounting Officer) of Koala Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Annual Report on Form 10-K of the Company for the period ended December 31, 2002 (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 or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: April 15, 2003 /s/ Jeffrey L. Vigil -------------------------- Jeffrey L. Vigil Vice President Finance and Administration (Principal Financial and Accounting Officer)

KOALA CORP /CO/ 10-K