<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

                For the quarterly period ended September 30, 2001

                                       or

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

           For the transition period from ____________ to ____________


                        Commission file number: 0-26580

                        AMERICAN COIN MERCHANDISING, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                               84-1093721
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                  5660 CENTRAL AVENUE, BOULDER, COLORADO 80301
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (303) 444-2559
                         (Registrant's telephone number)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the proceeding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                Yes  X   No
                                    ---     ---

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

                                                              OUTSTANDING AT
             CLASS                                           OCTOBER 31, 2001
             -----                                           ----------------
Common Stock, $0.01 par value                                6,535,691 shares




<PAGE>

                        AMERICAN COIN MERCHANDISING, INC.

                                      INDEX

<Table>
<Caption>

PART I   FINANCIAL INFORMATION.                                                                        PAGE
<S>                                                                                                    <C>
         Item 1. Financial Statements

                   Consolidated Condensed Balance Sheets
                      September 30, 2001 and December 31, 2000........................................  3

                   Consolidated Condensed Statements of Earnings for the Three Months and
                      Nine Months Ended September 30, 2001 and 2000...................................  4

                   Consolidated Condensed Statement of Stockholders' Equity for the
                      Nine Months Ended September 30, 2001............................................  5

                   Consolidated Condensed Statements of Cash Flows for the
                      Nine Months Ended September 30, 2001 and 2000...................................  6

                   Notes to Consolidated Condensed Financial Statements...............................  7

         Item 2. Management's Discussion and Analysis of Financial Condition and
                       Results of Operations..........................................................  9

PART II  OTHER INFORMATION.

         Item 6. Exhibits and Reports on Form 8-K..................................................... 13
</Table>


                                       2
<PAGE>


                         PART I. FINANCIAL INFORMATION.

ITEM 1.    FINANCIAL STATEMENTS

               AMERICAN COIN MERCHANDISING, INC. AND SUBSIDIARIES
                      Consolidated Condensed Balance Sheets
                      (in thousands, except per share data)

<Table>
<Caption>
                                                                                            SEPTEMBER 30,    DECEMBER 31,
                                                                                                 2001            2000
                                                                                            -------------    -------------
<S>                                                                                         <C>              <C>
                                     ASSETS
Current assets:
   Cash and cash equivalents ............................................................   $       1,611    $       2,986
   Trade accounts and other receivables, net ............................................             652              608
   Income tax receivable ................................................................           2,098            2,098
   Inventories, net .....................................................................          14,625           10,126
   Prepaid expenses and other assets ....................................................           2,390            1,800
                                                                                            -------------    -------------
         Total current assets ...........................................................          21,376           17,618
                                                                                            -------------    -------------
Property and equipment, at cost:
   Vending machines .....................................................................          70,968           67,906
   Vehicles .............................................................................           5,822            6,234
   Office equipment, furniture and fixtures .............................................           5,535            4,557
                                                                                            -------------    -------------
                                                                                                   82,325           78,697
   Less accumulated depreciation ........................................................         (36,524)         (29,178)
                                                                                            -------------    -------------
         Property and equipment, net ....................................................          45,801           49,519

Placement fees, net of accumulated amortization of $4,084 in 2001 and $2,339 in 2000 ....           2,345            2,114
Costs in excess of assets acquired and other intangible assets, net of accumulated
   amortization of $7,908 in 2001 and $6,216 in 2000 ....................................          35,233           36,009
Other assets, net of accumulated amortization of $1,173 in 2001 and $871 in 2000 ........           2,095            2,647
                                                                                            -------------    -------------
         Total assets ...................................................................   $     106,850    $     107,907
                                                                                            =============    =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt ....................................................   $       7,382    $       7,233
   Accounts payable .....................................................................           5,882            6,096
   Accrued commissions ..................................................................           2,259            2,122
   Other accrued expenses ...............................................................           1,730            1,476
                                                                                            -------------    -------------
         Total current liabilities ......................................................          17,253           16,927
                                                                                            -------------    -------------

Long-term debt, net of current portion ..................................................          41,552           44,224
Other liabilities .......................................................................             613              449
Deferred tax liabilities ................................................................             990              625
                                                                                            -------------    -------------
         Total liabilities ..............................................................          60,408           62,225
                                                                                            -------------    -------------

Company obligated mandatorily redeemable preferred securities of subsidiary trust
   holding solely junior subordinated debentures ........................................          15,631           15,593

Stockholders' equity:
   Preferred stock, $.10 par value (Authorized 500 shares; none issued) .................              --               --
   Common stock, $.01 par value (Authorized 20,000 shares; issued and
      outstanding 6,536 shares in 2001 and 6,514 shares in 2000) ........................              66               66
   Additional paid-in-capital ...........................................................          22,133           22,076
   Retained earnings ....................................................................           8,612            7,947
                                                                                            -------------    -------------
         Total stockholders' equity .....................................................          30,811           30,089
                                                                                            -------------    -------------
Commitments
         Total liabilities and stockholders' equity .....................................   $     106,850    $     107,907
                                                                                            =============    =============
</Table>

     See accompanying notes to consolidated condensed financial statements.



                                       3
<PAGE>




               AMERICAN COIN MERCHANDISING, INC. AND SUBSIDIARIES
                  Consolidated Condensed Statements of Earnings
                      (In thousands, except per share data)

<Table>
<Caption>
                                                                    THREE MONTHS ENDED        NINE MONTHS ENDED
                                                                       SEPTEMBER 30,             SEPTEMBER 30,
                                                                     2001         2000         2001         2000
                                                                  ----------   ----------   ----------   ----------
<S>                                                               <C>          <C>          <C>          <C>
Revenue:
   Vending ....................................................   $   34,480   $   32,219   $  102,673   $   93,252
   Franchise and other ........................................          541          714        1,717        2,057
                                                                  ----------   ----------   ----------   ----------
         Total revenue ........................................       35,021       32,933      104,390       95,309
                                                                  ----------   ----------   ----------   ----------

Cost of revenue:
   Vending, excluding related depreciation and amortization ...       23,150       21,081       68,413       61,271
   Depreciation and amortization ..............................        3,019        2,648        8,928        7,136
                                                                  ----------   ----------   ----------   ----------
         Total cost of vending ................................       26,169       23,729       77,341       68,407
   Franchise and other ........................................          340          513        1,427        1,350
                                                                  ----------   ----------   ----------   ----------
         Total cost of revenue ................................       26,509       24,242       78,768       69,757
                                                                  ----------   ----------   ----------   ----------
         Gross profit .........................................        8,512        8,691       25,622       25,552

General and administrative expenses ...........................        5,858        5,455       17,191       16,297
Depreciation and amortization .................................          808          756        2,337        2,390
                                                                  ----------   ----------   ----------   ----------
         Operating earnings ...................................        1,846        2,480        6,094        6,865

Interest expense, net .........................................        1,494        1,958        5,021        5,847
                                                                  ----------   ----------   ----------   ----------
         Earnings before income taxes .........................          352          522        1,073        1,018
Provision for income taxes ....................................          134          199          408          388
                                                                  ----------   ----------   ----------   ----------
         Net earnings .........................................   $      218   $      323   $      665   $      630
                                                                  ==========   ==========   ==========   ==========

         Basic and diluted earnings per share of common stock .   $     0.03   $     0.05   $     0.10   $     0.10

         Basic weighted average common shares .................        6,532        6,497        6,523        6,488
         Diluted weighted average common shares ...............        6,809        6,497        6,672        6,488
</Table>


     See accompanying notes to consolidated condensed financial statements.


                                       4
<PAGE>



               AMERICAN COIN MERCHANDISING, INC. AND SUBSIDIARIES
            Consolidated Condensed Statement of Stockholders' Equity
                        (In thousands, except share data)

<Table>
<Caption>
                                                                                                    TOTAL
                                                                      ADDITIONAL                    STOCK-
                                                          COMMON        PAID-IN       RETAINED     HOLDERS'
                                                           STOCK        CAPITAL       EARNINGS     EQUITY
                                                        -----------   -----------   -----------   -----------
<S>                                                     <C>           <C>           <C>           <C>
DECEMBER 31, 2000 ...................................   $        66   $    22,076   $     7,947   $    30,089

    Issuance of 21,722 shares of common stock in
       employee stock purchase plan .................            --            57            --            57

   Net earnings .....................................            --            --           665           665
                                                        -----------   -----------   -----------   -----------
SEPTEMBER 30, 2001 ..................................   $        66   $    22,133   $     8,612   $    30,811
                                                        ===========   ===========   ===========   ===========
</Table>


     See accompanying notes to consolidated condensed financial statements.


                                       5

<PAGE>


               AMERICAN COIN MERCHANDISING, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements Of Cash Flows
                                 (In thousands)


<Table>
<Caption>
                                                                                   NINE MONTHS ENDED
                                                                                      SEPTEMBER 30,
                                                                                  2001            2000
                                                                              ------------    ------------
<S>                                                                           <C>             <C>
Operating activities:
   Net earnings ...........................................................   $        665    $        630
   Adjustments to reconcile net earnings to net cash provided
      by operating activities:
         Depreciation and amortization ....................................         11,664           9,930
         Changes in operating assets and liabilities:
               Trade accounts and other receivables .......................           (188)            (49)
               Inventories ................................................         (4,453)          3,100
               Prepaid expenses and other assets ..........................           (301)            (33)
               Accounts payable, accrued expenses and other liabilities ...            576           3,205
                                                                              ------------    ------------
            Net cash provided by operating activities .....................          7,963          16,783
                                                                              ------------    ------------
Investing activities:
   Acquisitions of property and equipment, net ............................         (4,014)        (13,621)
   Acquisition of franchisee ..............................................           (273)             --
   Placement fees .........................................................         (1,970)         (1,196)
                                                                              ------------    ------------
            Net cash used in investing activities .........................         (6,257)        (14,817)
                                                                              ------------    ------------
Financing activities:
   Net payments on credit facility ........................................         (2,000)            234
   Principal payments on long-term debt ...................................         (1,138)         (1,893)
   Employee stock purchase plan ...........................................             57              56
                                                                              ------------    ------------
            Net cash used in financing activities .........................         (3,081)         (1,603)
                                                                              ------------    ------------
            Net increase (decrease) in cash and cash equivalents ..........         (1,375)            363
Cash and cash equivalents at beginning of period ..........................          2,986             579
                                                                              ------------    ------------
Cash and cash equivalents at end of period ................................   $      1,611    $        942
                                                                              ============    ============
</Table>

     See accompanying notes to consolidated condensed financial statements.


                                       6
<PAGE>

               AMERICAN COIN MERCHANDISING, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

      American Coin Merchandising, Inc., d/b/a Sugarloaf Creations, Inc. and
American Coin Merchandising Trust I (the "Company") and its franchisees own and
operate more than 26,000 coin-operated amusement vending machines. Over 14,000
of these machines dispense plush toys, watches, jewelry, novelties, and other
items. The Company's amusement vending machines are placed in supermarkets, mass
merchandisers, bowling centers, truck stops, bingo halls, bars, restaurants,
warehouse clubs and similar locations. At September 30, 2001, the Company had 34
field offices with operations in 46 states. The Company also sells products to
franchisees. At September 30, 2001, there were 9 franchisees operating in 12
territories.

      On September 10, 2001, the Company announced that it had entered into a
definitive agreement to be acquired by a newly formed corporation organized by
two investment firms, Wellspring Capital Management LLC and Knightsbridge
Holdings, LLC. The agreement provides that the acquiror will pay $8.50 in cash
for each outstanding share of the Company's common stock. The transaction must
be approved by a majority of the Company's outstanding shares. Completion is
also subject to third party consents, government approvals, completion of
financing and other customary closing conditions. It is expected that the merger
will be voted upon by stockholders late in the fourth quarter of 2001 and, if
approved, the merger is expected to close shortly thereafter.

      The accompanying consolidated condensed financial statements have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. Certain amounts for prior periods have been reclassified to conform
to the September 30, 2001 presentation. Although the Company believes that the
disclosures are adequate to make the information presented not misleading, it is
suggested that these consolidated condensed financial statements be read in
connection with the financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 2000.

      In the opinion of the Company, the accompanying consolidated condensed
financial statements include all adjustments (consisting of normal recurring
accruals and adjustments) required to present fairly the Company's financial
position at September 30, 2001 and December 31, 2000, and the results of
operations for each of the three month and nine month periods ended September
30, 2001 and 2000, and the cash flows for each of the nine month periods then
ended.

      The operating results for the nine months ended September 30, 2001 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2001.

2. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

      A schedule of supplemental cash flow information follows (in thousands):

<Table>
<Caption>
                                                NINE MONTHS ENDED
                                                  SEPTEMBER 30,
                                               2001           2000
                                           ------------   ------------
<S>                                        <C>            <C>
Cash paid during the period:
   Interest paid .......................   $      4,039   $      5,289
   Income taxes paid ...................             16             69
</Table>



                                       7
<PAGE>

               AMERICAN COIN MERCHANDISING, INC. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)


3. EARNINGS PER SHARE

      Basic and diluted earnings per share are computed by dividing net earnings
by the weighted average number of common shares outstanding during the period
and by all dilutive potential common shares outstanding during the period,
respectively. The computation of earnings per share is as follows:

<Table>
<Caption>
                                                              THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                 SEPTEMBER 30,                     SEPTEMBER 30,
                                                             2001             2000             2001             2000
                                                         ------------     ------------     ------------     ------------
<S>                                                      <C>              <C>              <C>              <C>
Net earnings .......................................     $    218,000     $    323,000     $    665,000     $    630,000
                                                         ============     ============     ============     ============
Common shares outstanding at beginning of period ...        6,531,774        6,496,623        6,513,919        6,480,194
   Effect of shares issued during the period .......               43               91            8,662            8,089
                                                         ------------     ------------     ------------     ------------
Basic weighted average common shares ...............        6,531,817        6,496,714        6,522,582        6,488,283
Incremental shares from assumed conversions--
   stock options ...................................          277,681               --          149,261               --
                                                         ------------     ------------     ------------     ------------
Diluted weighted average common shares .............        6,809,498        6,496,714        6,671,843        6,488,283
                                                         ============     ============     ============     ============
   Basic and diluted earnings per share ............     $       0.03     $       0.05     $       0.10     $       0.10
                                                         ============     ============     ============     ============
</Table>

4. INCOME TAXES

      Quarterly income taxes are computed using the anticipated effective tax
rate for the year.


                                       8
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

Except for the historical information contained herein, the following discussion
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in this section and the Company's Form 10-K for the
year ended December 31, 2000.

GENERAL

      Substantially all of the Company's revenue and gross profit is derived
from Company-owned Shoppes. The Company's revenue and gross profit in a
particular period is directly related to the number of amusement vending
machines in operation during the period. Management believes that the Company's
business is somewhat seasonal, with average revenue per machine per week greater
during the Easter and Christmas periods. Vending revenue represents cash
receipts from customers using vending machines and is recognized when collected.
The cost of vending revenue is comprised of the cost of vended products,
location commissions, depreciation and amortization, and direct service cost.

      Franchise and other revenue represents the Company's percentage of gross
vending revenue generated by Shoppes owned and operated by franchisees, as well
as product sold to franchisees and non-franchisee customers. Product sold to
franchisees and non-franchisees consists of goods to vend in the Shoppes.

      On September 10, 2001, the Company announced that it had entered into a
definitive agreement to be acquired by a newly formed corporation organized by
two investment firms, Wellspring Capital Management LLC and Knightsbridge
Holdings, LLC. The agreement provides that the acquiror will pay $8.50 in cash
for each outstanding share of the Company's common stock. The transaction must
be approved by a majority of the Company's outstanding shares. Completion is
also subject to third party consents, government approvals, completion of
financing and other customary closing conditions. It is expected that the merger
will be voted upon by stockholders late in the fourth quarter of 2001 and, if
approved, the merger is expected to close shortly thereafter.

REVENUE

      Total revenue for the first nine months of 2001 increased 9.5% to $104.4
million from $95.3 million for the same period in 2000. For the third quarter of
2001, total revenue increased 6.3% to $35.0 million as compared to $32.9 million
for the same period in 2000.

      Vending revenue increased $9.4 million or 10.1% for the first nine months
of 2001 to $102.7 million from $93.3 million for the comparable period in 2000,
primarily as a result of a 8.3% increase in the average number of amusement
vending machines in place during the first nine months of 2001 compared to the
average number in place during the same period in 2000. For the third quarter of
2001, vending revenue increased $2.3 million or 7.0% to $34.5 million as
compared to the same period in 2000. The average number of amusement vending
machines in place during the third quarter of 2001 increased by 7.4% as compared
to the third quarter of 2000.

      The Company has recently experienced growth, however, there can be no
assurance that the Company will continue to grow at historical rates or at all.
The Company's ability to generate increased revenue and achieve higher levels of
profitability will depend upon its ability and the ability of its franchisees to
place additional Shoppes as well as to maintain or increase the average
financial performance of the Shoppes. The Company's ability to place additional
Shoppes depends on a number of factors beyond the Company's control, including
general business and economic conditions. Installation of additional Shoppes
will also depend, in part, upon the Company's ability to secure additional
national and regional supermarket, mass merchandiser and restaurant chain
accounts and to obtain approval to place additional Shoppes in individual
locations of such accounts. The Company, its franchisees and their suppliers
also may be unable to place and adequately service additional Shoppes.

      Franchise and other revenue decreased $340,000 or 16.5% to $1.7 million
for the first nine months of 2001 as compared to the same period in 2000, due
primarily to lower product sales to franchisees that result from the acquisition
of a franchisee during the second quarter of 2001. The Company anticipates
franchise and other revenue to remain at this level or decrease in the future.

COST OF REVENUE AND GROSS PROFIT

      The cost of vending operations for the first nine months of 2001 increased
$8.9 million or 13.1% to $77.3 million from $68.4 million for the comparable
period in 2000. The vending operations' contribution to gross profit for the
first nine months of 2001 increased to $25.3 million, representing a 2.0%
increase compared to gross profit from vending operations realized in the same
period in 2000. The vending gross profit achieved during the first nine months
of 2001

                                       9


<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED).

was 24.7% of vending revenue, which represents a 1.9 percentage point decrease
from the gross profit percentage achieved during the first nine months of 2000.
For the third quarter of 2001, the cost of vending increased $2.4 million or
10.3% to $26.2 million from $23.7 million for the comparable period in 2000.
Vending gross profit realized during the third quarter of 2001 was $8.3 million
or 24.1% of vending revenue as compared to $8.5 million or 26.4% for the third
quarter of 2000. The decrease in vending margin results primarily from higher
location commissions and depreciation partially offset by lower cost of product
vended through the Shoppes compared to the same period in 2000. Our vending
revenue was also impacted by lower foot traffic in certain of our customer
locations after September 11, 2001. The impact was predominately seen in our
restaurant accounts where customer counts were measurably lower during the last
half of September.

      The cash vending gross profit (vending revenue minus cost of vended
product, location commissions and direct service cost) achieved during the first
nine months of 2001 was 33.4% of vending revenue, which is .9 percentage points
lower than the cash vending gross profit achieved during the first nine months
of 2000. The cash vending gross profit for the current quarter is .4 percentage
points lower than the cash vending gross profit achieved during the second
quarter of 2001. The decrease is primarily due to increased location commissions
partially offset by lower cost of product vended through the Shoppes.

      Substantially all the Company's plush toys and other products dispensed
from the Shoppes are produced by foreign manufacturers. A majority is purchased
directly by the Company from manufacturers in China. The Company purchases its
other products indirectly from vendors who obtain a significant percentage of
such products from foreign manufacturers. As a result, the Company is subject to
changes in governmental policies, the imposition of tariffs, import and export
controls, transportation delays and interruptions, political and economic
disruptions and labor strikes that could disrupt the supply of products from
such manufacturers.

      Gross profit on franchise and other revenue for the first nine months of
2001 decreased to $290,000 or 16.9% of franchise and other revenue, as compared
to $707,000 or 34.4% of franchise and other revenue for the first nine months of
2000. For the third quarter of 2001, gross profit on franchise and other revenue
was $201,000 or 37.2% of franchise and other revenue. Product sales to
franchisees and non-franchisees during the third quarter declined approximately
$173,000 compared to same period in 2000 compared to the same period in 2000 due
to the acquisition of a franchisee during the second quarter of 2001.

OPERATING EXPENSE

      General and administrative expenses and depreciation and amortization
increased $841,000 to $19.5 million for the first nine months of 2001, but
decreased as a percentage of revenue to 18.7% as compared to 19.6% for the
comparable period in 2000, primarily as a result of higher revenues with the
continuing control and review of discretionary spending during the period.
General and administrative expenses and deprecation and amortization increased
$455,000 to $6.7 million for the third quarter of 2001 and increased .1
percentage points as a percentage of total revenue compared to same period in
2000. The increase is partially due to costs related to the process that
culminated in the Company's recent announcement of the pending merger with a
newly-formed corporation organized by two investment firms, Wellspring Capital
Management LLC and Knightsbridge Holdings, LLC. The Company expects costs
related to the merger to continue through the end of 2001.

OPERATING EARNINGS

      Operating earnings for the first nine months of 2001 declined to $6.1
million, or 5.8% of total revenue, as compared to $6.9 million, or 7.2% of total
revenue for the comparable period in 2000. Operating earnings for third quarter
of 2001 declined to $1.8 million, or 5.3% of total revenue, as compared to $2.5
million, or 7.5% of total revenue for the comparable period in 2000. The
decrease in operating earnings as a percentage of revenue results primarily from
the lower gross margin achieved from vending operations and higher general and
administrative expenses.

INTEREST EXPENSE, NET

      Interest expense for the first nine months of 2001 decreased $826,000 to
$5.0 million as compared to the same period in 2000. Interest expense for the
third quarter of 2001 decreased $464,000 to $1.5 million as compared to the same
period in 2000. The Company's interest expense is directly related to its level
of borrowings and changes in the underlying interest rates.

                                       10

<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED).

NET EARNINGS AND NET EARNINGS PER SHARE

      Net earnings for the first nine months of 2001 increased to $665,000, as
compared to net earnings of $630,000 for the comparable period in 2000. Net
earnings for the third quarter of 2001 were $218,000, as compared to net
earnings of $323,000 for the comparable period in 2000. Diluted earnings per
share for the first nine months of 2001 and 2000 were $0.10. Diluted weighted
average common shares for the first nine months of 2001 were 6,671,843 as
compared to 6,488,283 for the comparable period in 2000. Diluted earnings per
share for the third quarter of 2001 were $0.03, as compared to $0.05 for the
comparable period in 2000. Diluted weighted average common shares for the third
quarter of 2001 were 6,809,498 as compared to 6,496,714 for the comparable
period in 2000.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's primary sources of liquidity and capital resources
historically have been cash flows from operations, borrowings under the
Company's bank credit facilities and issuance of its equity securities. These
sources of cash flows have been offset by cash used for acquisitions, investment
in amusement vending equipment and payment on long-term borrowings.

      Net cash provided by operating activities was $8.0 million and $16.8
million for the nine months ended September 30, 2001 and 2000, respectively. The
Company anticipates that cash will continue to be provided by operations as
additional amusement vending equipment is placed in service. Cash required in
the future is expected to be funded by existing cash and cash provided by
operations and borrowings under the Company's credit facility.

      Net cash used in investing activities was $6.3 million and $14.8 million
for the nine months ended September 30, 2001 and 2000, respectively. Capital
expenditures for the nine months ended September 30, 2001 and 2000 amounted to
$4.0 million and $13.6 million, respectively, of which $3.1 million and $13.3
million, respectively, was for the acquisition of amusement vending equipment.
The acquisition of a franchisee in 2001 used $273,000.

      Net cash used in financing activities was $3.1 million and $1.6 million
for the nine months ended September 30, 2001 and 2000, respectively. Financing
activities consist primarily of repayments on the Company's credit facility and
other debt obligations.

      The Company's $55.0 million senior secured credit facility is comprised of
a $10.0 million revolving credit facility and a $45.0 million term loan. Under
the revolving credit facility, the Company may borrow up to $10 million through
December 2003, and at September 30, 2001, there was approximately $6.2 million
outstanding and $3.8 million available under the revolving credit facility.
Under the $45.0 million term loan facility, the Company is required to make
quarterly principal installments that increase in amount over the four and one
half year term of the facility. The revolving credit facility and term loan bear
interest at a floating rate, at the Company's option, equal to either LIBOR plus
the applicable margin or a base rate that is equal to the higher of the prime
rate or the federal funds rate plus one-half percent plus the applicable margin.
The effective rate of interest on both facilities at September 30, 2001 was
6.8%. The credit facility provides that certain financial ratios be met and
places restrictions on, among other things, the incurrence of additional debt
financing and the payment of dividends on common stock. The Company was in
compliance with such financial ratios and restrictions at September 30, 2001.

      The Company may use a portion of its capital resources to effect
acquisitions of franchisees. Because the Company cannot predict the timing or
nature of acquisition opportunities, or the availability of acquisition
financing, the Company cannot determine the extent to which capital resources
may be used. Company management believes that funds generated from operations,
borrowings available under its credit facility, and the Company's ability to
negotiate additional and enhanced credit agreements will be sufficient to meet
the Company's foreseeable operating and capital expenditure requirements.

      On June 30, 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") 141, "Business
Combinations", and SFAS 142, "Goodwill and Intangible Assets". Major provisions
of these Statements are as follows: all business combinations initiated after
June 30, 2001 must use the purchase method of accounting; the pooling of
interest method of accounting is prohibited except for transactions initiated
before July 1, 2001; intangible assets acquired in a business combination must
be recorded separately from goodwill if they arise from contractual or other
legal rights or are separable from the acquired entity and can be sold,
transferred, licensed, rented or exchanged, either individually or as part of a
related contract, asset or liability; goodwill and intangible assets with
indefinite lives are not amortized but are tested for impairment annually,
except in certain circumstances, and whenever

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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED).

there is an impairment indicator; all acquired goodwill must be assigned to
reporting units for purposes of impairment testing and segment reporting; and
effective January 1, 2002, goodwill will no longer be subject to amortization.
The amortization of costs in excess of assets acquired and other intangible
assets was $1.7 million for the nine-month period ended September 30, 2001.

      In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations, which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. The standard applies to legal obligations associated
with the retirement of long-lived assets that result from the acquisition,
construction, development and/or normal use of the asset. SFAS 143 requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred if a reasonable estimate of fair value can
be made. The fair value of the liability is added to the carrying amount of the
associated asset and this additional carrying amount is depreciated over the
life of the asset. The liability is accreted at the end of each period through
charges to operating expense. If the obligation is settled for other than the
carrying amount of the liability, the Company will recognize a gain or loss on
settlement. The Company does not expect the impact of adopting SFAS 143 to be
significant.

      On October 3, 2001, the FASB issued SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
While SFAS 144 supersedes SFAS 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, it retains many of the
fundamental provisions of that Statement. SFAS 144 also supersedes the
accounting and reporting provisions of APB Opinion 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, for
the disposal of a segment of a business. The Company does not expect the impact
of adopting SFAS 144 to be significant.



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<PAGE>

                           PART II. OTHER INFORMATION.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (b)   Reports on Form 8-K

              A report on Form 8-K was filed with the SEC on September 10,
              2001 disclosing that on September 9, 2001 the Company had
              signed an Agreement and Plan of Merger ("Reorganization
              Agreement"), by and among Crane Mergerco Holdings, Inc. a
              Delaware corporation ("Parent"), Crane Mergerco Inc., a
              Delaware corporation and a wholly owned subsidiary of Parent
              and the Company. Pursuant to the Reorganization Agreement, and
              subject to the terms and conditions thereof, Parent will
              acquire the Company in a merger.










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<PAGE>


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                            AMERICAN COIN MERCHANDISING, INC.


November 13, 2001           By:  /s/ W. John Cash
-----------------               --------------------------------------
      Date                      W. John Cash
                                Senior Vice President, Chief Financial Officer









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