1
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 22308
EQUITY MARKETING, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter.)
DELAWARE 13-3534145
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
131 SOUTH RODEO DRIVE
BEVERLY HILLS, CA 90212
- ----------------- -----
(Address of principal executive offices) (Zip Code)
(310) 887-4300
---------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods 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 practical date:
Common Stock, $.001 Par Value, 5,953,351 shares as of August 8, 1997
2
EQUITY MARKETING, INC.
Index To Quarterly Report on Form 10-Q
Filed with the Securities and Exchange Commission
Three Months Ended June 30, 1997
Page
Part I. Financial Information
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II.
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
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3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EQUITY MARKETING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
JUNE 30, 1997 DECEMBER 31, 1996
------------- -----------------
(UNAUDITED)
CURRENT ASSETS:
Cash and marketable securities ........................... $13,467 $ 8,502
Accounts receivable, net of allowances of $686 and
$555 as of June 30, 1997 and December 31, 1996,
respectively ......................................... 23,279 13,092
Inventory ................................................ 6,183 4,715
Prepaid expenses and other current assets ................ 2,236 2,797
------- -------
Total current assets ............................. 45,165 29,106
FIXED ASSETS, net .......................................... 2,420 2,285
INTANGIBLE ASSETS, net ..................................... 4,967 5,124
OTHER ASSETS ............................................... 447 678
------- -------
Total assets ..................................... $52,999 $37,193
======= =======
The accompanying notes are an integral part of these
condensed consolidated balance sheets.
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4
EQUITY MARKETING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
JUNE 30, DECEMBER 31,
1997 1996
-------- ------------
(UNAUDITED)
CURRENT LIABILITIES:
Accounts payable...................................................... $15,051 $ 4,884
Accrued liabilities................................................... 6,313 6,041
Deferred revenue...................................................... 82 229
------- -------
Total current liabilities........................................ 21,446 11,154
LONG TERM LIABILITIES.................................................... 973 1,006
------- -------
Total liabilities................................................ 22,419 12,160
------- -------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value per share; 1,000,000
shares authorized, none issued or outstanding....................... -- --
Common stock, par value $.001 per share, 20,000,000 shares
authorized, 5,942,851 and 5,832,087 shares outstanding
as of June 30, 1997 and December 31, 1996 respectively.............. -- --
Additional paid-in capital............................................ 12,294 11,297
Retained earnings..................................................... 19,983 15,433
------- -------
32,277 26,730
Less --
Treasury stock, 1,892,841 shares, at cost, as of
June 30, 1997 and December 31, 1996................................. (1,279) (1,279)
Stock subscription receivable......................................... (53) (53)
Unearned compensation................................................. (365) (365)
------- -------
Total stockholders' equity.......................................... 30,580 25,033
------- -------
Total liabilities and stockholders' equity.......................... $52,999 $37,193
======= =======
The accompanying notes are an integral part of these
condensed consolidated balance sheets.
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EQUITY MARKETING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
1997 1996 1997 1996
---- ---- ---- ----
REVENUES................................................. $ 46,665 $ 38,443 $ 68,315 $ 56,615
COST OF SALES............................................ 35,416 28,934 51,264 42,647
---------- ---------- ---------- ----------
Gross Profit......................................... 11,249 9,509 17,051 13,968
OPERATING EXPENSES:
Salaries, wages and benefits........................... 3,572 3,514 5,961 5,195
Selling, general and administrative.................... 2,188 1,625 3,848 2,904
---------- ---------- ---------- ----------
Total operating expenses............................. 5,760 5,139 9,809 8,099
---------- ---------- ---------- ----------
Income from operations............................... 5,489 4,370 7,242 5,869
INTEREST INCOME, net..................................... 53 34 156 157
---------- ---------- ---------- ----------
Income before provision for income taxes............. 5,542 4,404 7,398 6,026
PROVISION FOR INCOME TAXES............................... 2,134 1,586 2,848 2,169
---------- ---------- ---------- ----------
Net income........................................... $ 3,408 $ 2,818 $ 4,550 $ 3,857
========== ========== ========== ==========
NET INCOME PER SHARE..................................... $ 0.55 $ 0.48 $ 0.74 $ 0.66
========== ========== ========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING...................... 6,203,964 5,918,346 6,152,951 5,887,598
========== ========== ========== ==========
The accompanying notes are an integral part of these
condensed consolidated statements.
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EQUITY MARKETING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
-------------------------
1997 1996
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................................... $ 4,550 $ 3,857
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization............................ 548 394
Provision for doubtful accounts.......................... 149 160
Tax benefit from exercise of stock options............... 337 240
Non-cash rent............................................ -- 225
Other.................................................... 6 50
Changes in assets and liabilities:
Increase (decrease) in cash and cash equivalents --
Accounts receivable...................................... (10,336) (35,163)
Inventory................................................ (1,468) (21)
Prepaid expenses and other assets........................ 507 786
Other assets............................................. 231 144
Accounts payable......................................... 10,167 4,646
Accrued liabilities...................................... 272 1,618
Deferred revenue......................................... (147) (602)
Long-term liabilities.................................... (33) --
-------- --------
Net cash provided by (used in) operating activities.... 4,783 (23,666)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities............................. -- (31,807)
Proceeds from sales and maturities of marketable securities.... -- 43,742
Purchases of fixed assets...................................... (478) (391)
-------- --------
Net cash (used in) provided by investing activities.... (478) 11,544
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of underwriters' warrants............... 308 --
Proceeds from exercise of stock options........................ 352 76
Borrowings under line of credit................................ 3,300 8,550
Repayments on line of credit................................... (3,300) --
-------- --------
Net cash provided by financing activities.............. 660 8,626
-------- --------
Net increase (decrease) in cash
and cash equivalents................................... 4,965 (3,496)
CASH AND MARKETABLE SECURITIES, beginning of period.............. 8,502 3,940
-------- --------
CASH AND MARKETABLE SECURITIES, end of period $ 13,467 $ 444
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID FOR:
Interest..................................................... $ 29 $ 19
======== ========
Income taxes................................................. $ 418 $ 2,101
======== ========
The accompanying notes are an integral part of these
condensed consolidated statements.
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EQUITY MARKETING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
ITEM 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In the opinion of management and subject to year-end audit, the accompanying
unaudited condensed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for fair presentation have been included. The
results of operations for the interim periods are not necessarily indicative of
the results for a full year. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
Certain reclassifications have been made to the accompanying prior period
condensed consolidated financial statements to conform them with the current
period presentation.
NET INCOME PER SHARE
Net income per share was computed by dividing net income by the weighted average
number of common shares and common share equivalents outstanding during each
period. Common share equivalents represent stock options and warrants and are
included in the weighted average shares pursuant to the treasury stock method as
prescribed by APB Opinion No. 25 "Earnings Per Share."
In March 1997, the Financial Accounting Standards Board issued statement of
Financial Accounting Standards No. 128 "Earnings Per Share" which is effective
for financial statements for periods ending after December 15, 1997. If the new
pronouncement had been in effect for the periods ended June 30, 1997 and 1996
earnings per share would have been as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ----------------
1997 1996 1997 1996
---- ---- ---- ----
As reported........................................ $ 0.55 $ 0.48 $ 0.74 $ 0.66
Basic EPS.......................................... $ 0.57 $ 0.51 $ 0.77 $ 0.69
Diluted EPS........................................ $ 0.55 $ 0.48 $ 0.74 $ 0.66
Basic weighted average shares outstanding.......... 5,927,055 5,572,028 5,888,427 5,551,974
Diluted weighted average shares outstanding........ 6,203,964 5,918,346 6,152,951 5,887,598
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INVENTORY
Inventory consists of production-in-process which represents direct costs
related to product development, procurement and tooling which are deferred and
amortized over the life of the products and finished products held for sale to
customers and finished products in transit to customers' distribution centers.
Inventory is stated at the lower of average cost or market. As of June 30, 1997
and December 31, 1996, inventory consisted of the following:
JUNE 30, DEC. 31,
1997 1996
---- ----
Production-in-process...................... $3,841 $3,136
Finished goods............................. 2,342 1,579
------ ------
$6,183 $4,715
====== ======
ACQUISITION
On September 18, 1996, the Company acquired 100% of the common stock of EPI
Group Limited ("EPI"), a Delaware corporation, for $2,891 in cash plus related
transaction costs of $838 and potential additional cash consideration based upon
the results of operations of the EPI business during the three-year period
ending December 31, 1999 as set forth in the Stock Purchase Agreement, dated as
of September 18, 1996, by and among the Company and the stockholders of EPI. The
funds used for the acquisition were provided by the Company's cash on hand. The
EPI acquisition was accounted for using the purchase method. The excess of
purchase price over the fair value of the net assets acquired has been allocated
to goodwill which is being amortized over a period of 20 years.
The following unaudited pro-forma information presents a summary of the
consolidated results of operations of the Company and EPI as if the acquisition
had occurred at the beginning of 1996 and includes pro-forma adjustments to give
effect to the amortization of goodwill and decreased interest income associated
with funding the acquisition and certain other adjustments, together with the
related income tax effects. The pro-forma financial information is presented for
informational purposes only and may not be indicative of the results of
operations as they would have been if the Company and EPI had been a single
entity during the six months ended June 30, 1996, nor is it necessarily
indicative of the results of operations which may occur in the future.
SIX MONTHS ENDED
JUNE 30,
1996
----
Pro-forma revenues................................. $ 58,995
Pro-forma net income............................... $ 2,791
Pro-forma income per share......................... $ 0.47
Pro-forma weighted average shares outstanding...... 5,887,598
8
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
When used in this Form 10-Q or future filings by Equity Marketing, Inc. (the
"Company") with the Securities and Exchange Commission, in the Company's press
releases or other public or stockholder communications, or in oral statements
made with the approval of an authorized executive officer, the words or phrases
"will likely result", "are expected to", "will continue", "is anticipated",
"estimate", "project", "believe", or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. The Company wishes to caution readers
that all forward-looking statements are necessarily speculative and not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made, and to advise readers that actual results could vary due to a
variety of risks and uncertainties including, for example, the potential
cancellation of promotions due to delays in the timing of theatrical motion
picture releases, the ability to renew licenses under favorable terms, the
Company's dependence on a single customer, quarterly fluctuations in financial
results, and changes in international tariff rates. The risks highlighted herein
should not be assumed to be the only things that could affect future performance
of the Company.
The Company does not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the Company's
operating results as a percentage of total revenues:
9
10
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
1997 1996 1997 1996
---- ---- ---- ----
Revenues........................................ 100.0% 100.0% 100.0% 100.0%
Cost of Sales................................... 75.9% 75.3% 75.0% 75.3%
------ ------ ------ ------
Gross Profit.............................. 24.1% 24.7% 25.0% 24.7%
Operating Expenses:
Salaries, wages and benefits................ 7.6% 9.1% 8.7% 9.2%
Selling, general and administrative......... 4.7% 4.2% 5.6% 5.1%
------ ------ ------ ------
Total operating expenses.................. 12.3% 13.3% 14.3% 14.3%
------ ------ ------ ------
Income from operations.................... 11.8% 11.4% 10.7% 10.4%
Interest Income, net............................ .1% .1% .2% .2%
------ ------ ------ ------
Income before provision for income
taxes.................................. 11.9% 11.5% 10.9% 10.6%
Provision for Income Taxes...................... 4.6% 4.1% 4.2% 3.8%
------ ------ ------ ------
Net Income................................ 7.3% 7.4% 6.7% 6.8%
====== ====== ====== ======
Three months ended June 30, 1997 compared to three months ended June 30, 1996
(000's omitted):
Revenues for the three months ended June 30, 1997 increased $8,222 (21%) to
$46,665 from $38,443 in 1996 primarily as a result of increases in both
Promotions and Toys revenue. Promotions revenues increased $4,141 to $37,427
from $33,286 in 1996 due primarily to high volume promotions associated with the
release of Universal Studio's ("Universal") The Lost World: Jurassic Park in May
1997, and in connection with Universal's latest animated home video release in
The Land Before Time series. The increase is also due to revenues from
promotions related to the release of the Walt Disney Company's feature film
Hercules and Warner Bros.' Batman and Robin. Toys revenues increased $4,081 to
$9,238 from $5,157 in 1996 primarily due to sales related to Universal's The
Lost World: Jurassic Park and The Land Before Time plus increases in sales under
the Company's Warner Bros. international Looney Tunes license to various
international distributors and sales of toys based on the PBS television
property, Wishbone.
Cost of sales increased $6,482 to $35,416 (75.9% of revenues) for the three
months ended June 30, 1997 from $28,934 (75.3% of revenues) in the comparable
period in 1996 primarily due to higher sales volume in 1997. The decrease in
gross margin percentage for the three month period ended June 30, 1997 is due
primarily to lower margins realized on high volume promotions in 1997.
Salaries, wages and benefits increased $58 to $3,572 (7.6% of revenues) in 1997
from $3,514 (9.1% of revenues) in 1996 primarily due to additional employees to
support the higher sales volume in 1997.
10
11
Selling, general and administrative expenses increased $563 to $2,188 (4.7% of
revenues) in 1997 from $1,625 (4.2% of revenues) in 1996 primarily due to
increased travel, overhead and increased selling costs associated with the
higher sales volume in 1997.
Income from operations increased $1,119 to $5,489 (11.8% of revenues) for the
three month period ended June 30, 1997 from $4,370 (11.4% of revenues) in the
comparable period in 1996 primarily due to higher sales volume in 1997.
The effective tax rate for the three months ended June 30, 1997 is 38.5%
compared to the effective tax rate of 36.0% in 1996. The effective tax rate is
higher in 1997 as a result of differences in the locations to which products
were shipped in 1997 and due to nondeductible amortization of goodwill related
to the Company's purchase of EPI in September, 1996.
Six months ended June 30, 1997 compared to six months ended June 30, 1996(000's
omitted):
Revenues for the six months ended June 30, 1997 increased $11,700 (21%) to
$68,315 from $56,615 in the comparable period in the prior year. This increase
is a result of increases in both Promotions and Toys revenue. Promotions
revenues increased $3,205 from $49,308 in 1996 to $52,513 in 1997 primarily as a
result of promotions related to Universal's The Lost World: Jurassic Park and
The Land Before Time and Burger King's Kid's Club and promotions related to the
release of Disney's Hercules and Warner Bros.' Batman and Robin. Toys revenues
increased $8,495 from $7,307 to $15,802 primarily as a result of sales related
to Universal's The Lost World: Jurassic Park and The Land Before Time plus
increases in sales under the Company's Warner Bros. international Looney Tunes
license to various international distributors and sales of toys based on the PBS
television property Wishbone.
Cost of sales increased $8,617 to $51,264 (75.0% of revenues) for the six month
period ended June 30, 1997, from $42,647 (75.3% of revenues) in the comparable
period in 1996. The increase in gross margin percentage is due primarily to a
higher volume of higher margin Toys sales in 1997.
Salaries, wages and benefits increased $766 to $5,961 (8.7% of revenues) in 1997
from $5,195 (9.2% of revenues) in 1996 due to additional employees to support
the higher sales volume in 1997.
Selling, general and administrative expenses increased $944 to $3,848 (5.6% of
revenues) in 1997 from $2,904 (5.1% of revenues) in 1996 primarily due to higher
infrastructure requirements and increased selling costs associated with the
higher sales volume in 1997 and an increase in depreciation and amortization of
$154 primarily resulting from amortization of goodwill related to the Company's
purchase of EPI in September, 1996.
Income from operations increased $1,373 to $7,242 (10.7% of revenues) for the
six month period ended June 30, 1997, from $5,869 (10.4% of revenues) in the
comparable period in 1996, primarily due to the higher sales volume in 1997.
The effective tax rate for the six month period ended June 30, 1997 is 38.5%
compared to the effective tax rate of 36.0% for the six month period ended June
30, 1996. The effective tax rate is higher in 1997 as a result of differences in
the locations to which products were shipped in 1997 and due to non-deductible
amortization of goodwill related to the Company's purchase of EPI in September
1996.
FINANCIAL CONDITION AND LIQUIDITY (000'S OMITTED):
11
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At June 30, 1997 working capital was $23,719 as compared to approximately
$17,952 at December 31, 1996. The increase in working capital is primarily a
result of net income for the six month period ended June 30, 1997, and proceeds
of $660 received by the Company in connection with the exercise of underwriters
warrants and stock options during the six months ended June 30, 1997.
As of June 30, 1997, the Company's investment in gross accounts receivable and
inventory increased by $11,786 compared to December 31, 1996. This increase was
attributable primarily to an increase in accounts receivable of $10,318 due to a
large promotion associated with a major motion picture release in June 1997. The
cost of manufacturing product for the promotion was funded primarily through use
of the Company's cash and short term borrowings under the Company's line of
credit. As of August 8, 1997, the Company had collected the majority of its June
30, 1997 accounts receivables. Inventory increased $1,468 primarily as a result
of costs incurred related to projects to be shipped in the third and fourth
quarters of 1997, and inventory on hand and in transit relating to sales the
Company expects to make in the third and fourth quarters of 1997. The Company
had no material commitments for capital expenditures at June 30, 1997.
At June 30, 1997 accounts payable increased $10,167 compared to December 31,
1996. This increase was primarily attributed to vendor invoicing related to a
large number of shipments late in the second quarter of 1997 in contrast to the
fourth quarter of 1996 when shipments were made earlier in the quarter.
The Company is continually exploring the possibility of acquiring other
companies to further strengthen its business. No assurance can be given that the
Company will find suitable acquisition candidates or that it will be successful
in consummating such transactions. However, if the Company is successful in
finding suitable acquisition candidates, such transactions would be financed,
depending on availability and market conditions, through the use of the
Company's existing funds, bank financing, the issuance of additional equity or
debt, or a combination of these sources.
CREDIT FACILITIES
The Company has a credit facility with two commercial banks which makes
available to the Company a line of credit of up to $25 million. The line of
credit is secured by substantially all of the Company's assets and expires on
April 30, 1998. As of June 30, 1997, there were no amounts outstanding under
this credit facility.
Subject to the financing requirements of any potential acquisitions, the Company
believes that the line of credit and internally generated funds will provide
adequate financing for its current and expected levels of operations.
12
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PART II.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company was held on
June 24, 1997. At the Annual Meeting, the following matters were
approved by the Stockholders:
Votes
Against Abstentions
or and Broker
Votes For Withheld Non-Votes
--------- -------- -----------
1. Election of Directors
Lawrence Elins 5,459,918 110,400 --
Merrill M. Kraines 5,458,418 111,900 --
Donald A. Kurz 5,457,424 112,894 --
Bruce Raben 5,455,418 114,900 --
Stephen P. Robeck 5,458,418 111,900 --
2. Ratification of Arthur Anderson
LLP as the Company's
Independent Auditor 5,567,795 773 1,250
3. Amendment of the Stock Option
Plan 3,982,228 1,582,345 5,750
4. Amendment of the Non-Employee
Director Stock Option Plan 4,278,132 1,285,731 6,450
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.1 Employment agreement dated as of January 1, 1997
between Equity Marketing, Inc. and Donald A. Kurz.
10.2 Employment agreement dated as of January 1, 1997
between Equity Marketing, Inc. and Stephen P. Robeck.
27 Financial Data Schedule
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the quarter for
which this report is filed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Beverly
Hills and State of California on the 13 day of August, 1997.
EQUITY MARKETING, INC.
By: /s/ DONALD A. KURZ
--------------------------------------------------
Donald A. Kurz
President, Co-Chief Executive Officer
By: /s/ MICHAEL J. WELCH
--------------------------------------------------
Michael J. Welch
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
14