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 September 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, 5,972,583 shares as of November 7, 1997
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EQUITY MARKETING, INC.
Index To Quarterly Report on Form 10-Q
Filed with the Securities and Exchange Commission
Three and Nine Months Ended September 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 6. Exhibits and Reports on Form 8-K 13
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PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
EQUITY MARKETING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
SEPTEMBER 30, DECEMBER 31,
1997 1996
------- -------
(UNAUDITED)
CURRENT ASSETS:
Cash and marketable securities .......... $12,679 $ 8,502
Accounts receivable, net of allowances of
$749 and $555 as of September 30, 1997
and December 31, 1996, respectively ... 22,844 13,092
Inventory ............................... 7,761 4,715
Prepaid expenses and other current assets 2,762 2,797
------- -------
Total current assets .................. 46,046 29,106
FIXED ASSETS, net ......................... 2,620 2,285
INTANGIBLE ASSETS, net .................... 4,882 5,124
OTHER ASSETS .............................. 502 678
------- -------
Total assets .......................... $54,050 $37,193
======= =======
The accompanying notes are an integral part of these
condensed consolidated balance sheets.
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EQUITY MARKETING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
SEPTEMBER 30, DECEMBER 31,
1997 1996
-------- --------
(UNAUDITED)
CURRENT LIABILITIES:
Accounts payable ........................... $ 14,755 $ 4,884
Accrued liabilities ........................ 5,091 6,041
Deferred revenue ........................... 918 229
-------- --------
Total current liabilities ................ 20,764 11,154
LONG TERM LIABILITIES ........................ 967 1,006
-------- --------
Total liabilities ........................ 21,731 12,160
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.001 per share,
1,000,000 shares authorized .............. -- --
Common stock, par value $.001 per share,
20,000,000 shares authorized, 5,971,448
and 5,832,087 shares outstanding as of
September 30, 1997 and December 31, 1996,
respectively ............................. -- --
Additional paid-in capital ................. 12,574 11,297
Retained earnings .......................... 21,431 15,433
-------- --------
34,005 26,730
LESS--
Treasury stock, 1,892,841 shares, at cost,
as of September 30, 1997 and December 31,
1996 ..................................... (1,279) (1,279)
Stock subscription receivable .............. (42) (53)
Unearned compensation ...................... (365) (365)
-------- --------
Total stockholders' equity ............... 32,319 25,033
-------- --------
Total liabilities and stockholders' equity $ 54,050 $ 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
REVENUES .......................... $ 27,597 $ 20,099 $ 95,913 $ 76,714
COST OF SALES ..................... 20,128 14,278 71,392 56,926
---------- ---------- ---------- ----------
Gross profit .................. 7,469 5,821 24,521 19,788
---------- ---------- ---------- ----------
OPERATING EXPENSES:
Salaries, wages and benefits .... 2,810 2,328 8,771 7,523
Selling, general & administrative 2,545 1,734 6,394 4,638
---------- ---------- ---------- ----------
Total operating expenses ...... 5,355 4,062 15,165 12,161
---------- ---------- ---------- ----------
Income from operations ...... 2,114 1,759 9,356 7,627
INTEREST INCOME, net .............. 241 66 397 224
---------- ---------- ---------- ----------
Income before provision for
income taxes ................ 2,355 1,825 9,753 7,851
PROVISION FOR INCOME TAXES ........ 907 667 3,755 2,836
---------- ---------- ---------- ----------
Net income .................. $ 1,448 $ 1,158 $ 5,998 $ 5,015
========== ========== ========== ==========
NET INCOME PER SHARE .............. $ 0.23 $ 0.20 $ 0.97 $ 0.85
========== ========== ========== ==========
WEIGHTED AVERAGE
SHARES OUTSTANDING .............. 6,289,128 5,924,223 6,192,197 5,903,944
========== ========== ========== ==========
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)
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................ $ 5,998 $ 5,015
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization ..................... 890 609
Provision for doubtful accounts ................... 240 243
Tax benefit from exercise of stock options ........ 407 240
Non-cash rent ..................................... -- 219
Other ............................................. 18 6
Changes in assets and liabilities:
Increase (decrease) in cash and marketable securities --
Accounts receivable ............................... (9,992) (13,980)
Inventory ......................................... (3,046) (5,800)
Prepaid expenses and other assets ................. (33) 670
Other assets ...................................... 176 147
Accounts payable .................................. 9,871 5,915
Accrued liabilities ............................... (950) 1,041
Deferred revenue .................................. 689 (743)
Long-term liabilities ............................. (39) --
-------- --------
Net cash provided by (used in)
operating activities ........................ 4,229 (6,418)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets ............................. (922) (506)
Payment for purchase of EPI Group Limited ............. -- (4,840)
-------- --------
Net cash (used in)
investing activities ........................ (922) (5,346)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of underwriters' warrants ...... 458 --
Proceeds from exercise of stock options ............... 412 76
-------- --------
Net cash provided by financing activities ..... 870 76
-------- --------
Net increase (decrease) in cash and
marketable securities ........................... 4,177 (11,688)
CASH AND MARKETABLE SECURITIES, beginning of period ..... 8,502 15,875
CASH AQCUIRED IN PURCHASE OF EPI GROUP LIMITED .......... -- 283
-------- --------
CASH AND MARKETABLE SECURITIES, end of period ........... $ 12,679 $ 4,470
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID FOR:
Interest .............................................. $ 52 $ 91
======== ========
Income taxes .......................................... $ 2,774 $ 4,317
======== ========
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
(UNAUDITED)
(000'S OMITTED EXCEPT SHARE AND PER SHARE DATA)
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 condensed
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 condensed
consolidated financial statements to conform them to 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 calculation of weighted average shares pursuant to the treasury
stock method.
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 September 30, 1997 and
1996 earnings per share would have been as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- ------------------------------
1997 1996 1997 1996
--------- --------- --------- -------------
As reported ................... $ 0.23 $ 0.20 $ 0.97 $ 0.85
========= ========= ========= =============
Basic EPS ..................... $ 0.24 $ 0.21 $ 1.01 $ 0.90
========= ========= ========= =============
Diluted EPS ................... $ 0.23 $ 0.20 $ 0.97 $ 0.85
========= ========= ========= =============
Basic weighted average shares
outstanding ................. 5,956,307 5,559,539 5,911,302 5,558,085
========= ========= ========= =============
Diluted weighted average shares
outstanding ................. 6,289,128 5,924,223 6,192,197 5,903,944
========= ========= ========= =============
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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, 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 September 30,
1997 and December 31, 1996, inventory consisted of the following:
SEPTEMBER 30, DECEMBER 31,
1997 1996
------ ------
(UNAUDITED)
Production-in-process $5,729 $3,136
Finished goods ...... 2,032 1,579
------ ------
Total inventory ..... $7,761 $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, between 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
information 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 nine months ended September 30, 1996 nor is it necessarily indicative of the
results of operations which may occur in the future.
NINE MONTHS ENDED
SEPTEMBER 30, 1996
----------
(UNAUDITED)
Pro-forma revenues ....... $ 80,761
==========
Pro-forma net income ..... $ 4,657
==========
Pro-forma income per share $ 0.79
==========
Pro-forma weighted average
shares outstanding .... 5,903,944
==========
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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:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
1997 1996 1997 1996
----- ----- ----- -----
REVENUES .......................... 100.0% 100.0% 100.0% 100.0%
COST OF SALES ..................... 72.9% 71.0% 74.4% 74.2%
----- ----- ----- -----
Gross profit ................ 27.1% 29.0% 25.6% 25.8%
----- ----- ----- -----
OPERATING EXPENSES:
Salaries, wages & benefits ...... 10.2% 11.6% 9.1% 9.8%
Selling, general & administrative 9.2% 8.6% 6.7% 6.1%
----- ----- ----- -----
Total operating expenses ...... 19.4% 20.2% 15.8% 15.9%
----- ----- ----- -----
Income from operations ...... 7.7% 8.8% 9.8% 9.9%
INTEREST INCOME, net .............. 0.8% 0.3% 0.4% 0.3%
----- ----- ----- -----
Income before provision for
income taxes .............. 8.5% 9.1% 10.2% 10.2%
PROVISION FOR INCOME TAXES ........ 3.3% 3.3% 3.9% 3.7%
----- ----- ----- -----
Net Income .................. 5.2% 5.8% 6.3% 6.5%
===== ===== ===== =====
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THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1996 (000'S OMITTED):
Revenues for the three months ended September 30, 1997 increased $7,498 to
$27,597 from $20,099 in 1996 as a result of increases in Toys and Promotions
revenues. Promotions revenues increased $4,290 to $18,229 from $13,939 in 1996
due to higher volume Burger King promotions and international promotions
revenues during the three months ended September 30, 1997 compared to the same
period in 1996. Toys revenues increased $3,208 to $9,368 from $6,160 in 1996
primarily due to increased sales of toys based on Universal Studios'
("Universal") The Lost World: Jurassic Park and Universal's home video feature
The Land Before Time and the Company's Warner Bros. international Looney Tunes
license to various international distributors and an increase in sales of
products based on the PBS television property, Wishbone.
Cost of sales increased $5,850 to $20,128 (72.9% of revenues) for the three
months ended September 30, 1997 from $14,278 (71.0% of revenues) in the
comparable period in 1996 primarily due to higher sales in 1997. Gross profit
margins decreased primarily due to lower margins on higher volume Promotions
programs in 1997.
Salaries, wages and benefits increased $482 to $2,810 (10.2% of revenues) in
1997 from $2,328 (11.6% of revenues) in 1996 primarily due to additional
employees to support the increased sales volume in 1997.
Selling, general and administrative expenses increased $811 to $2,545 (9.2% of
revenues) in 1997 from $1,734 (8.6% of revenues) in 1996 primarily due to
increased sales and marketing costs associated with the higher sales volume,
increased depreciation on higher fixed asset levels and amortization of
goodwill related to the acquisition of EPI Group Limited.
Income from operations increased $355 to $2,114 (7.7% of revenues) for the three
months ended September 30, 1997 from $1,759 (8.8% of revenues) in the comparable
period in 1996 due primarily to higher sales volume, partially offset by lower
gross profit margins in 1997.
The effective tax rate for the three months ended September 30, 1997 was 38.5%
compared to the effective tax rate of 36.5% 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.
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996 (000'S OMITTED):
Revenues for the nine months ended September 30, 1997 increased $19,199 to
$95,913 from $76,714 in the comparable period in the prior year due to increases
in both Promotions and Toys revenues. Promotions revenues increased $7,496 to
$70,742 from $63,246 in 1996 due to high volume promotions associated with
Universal's release of The Lost World: Jurassic Park and Universal's home video
feature The Land Before Time and due to increases in the number of both domestic
and international promotions programs sold in 1997. Toys revenues increased
$11,703 to $25,171 from $13,468 in 1996 primarily due to sales of toys
associated with Universal's The Lost World: Jurassic Park and Universal's home
video feature The Land Before Time, increases in sales under the Company's
Warner Bros. international Looney Tunes license to various international
distributors and an increase in sales of products based on the PBS television
property, Wishbone.
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Cost of sales increased $14,466 to $71,392 (74.4% revenues) for the nine months
ended September 30, 1997, from $56,926 (74.2% of revenues) in the comparable
period in 1996 due to the higher sales in 1997.
Salaries, wages and benefits increased $1,248 to $8,771 (9.1% of revenues) in
1997 from $7,523 (9.8% of revenues) in 1996 due to increases in the number of
employees to support the higher sales volume in 1997.
Selling, general and administrative expenses increased $1,756 to $6,394 (6.7% of
revenues) in 1997 from $4,638 (6.1% of revenues) in 1996 due to increased
sales and marketing costs associated with the higher retail sales volume in
1997, increased depreciation on higher fixed asset levels and amortization of
goodwill related to the acquisition of EPI Group Limited in September 1996.
Income from operations increased $1,729 to $9,356 (9.8% of revenues) for the
nine months ended September 30, 1997, from $7,627 (9.9% of revenues) in the
comparable period in 1996, due primarily to the higher sales volume in 1997.
The effective tax rate for the nine months ended September 30, 1997 was 38.5%
compared to the effective tax rate of 36.1% for the nine months ended September
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.
FINANCIAL CONDITION AND LIQUIDITY (000'S OMITTED):
As of September 30, 1997, working capital was $25,282 compared to $17,952 at
December 31, 1996. The increase in working capital is primarily a result of
net income for the nine months ended September 30, 1997 and proceeds of $870
received by the Company in connection with the exercise of underwriters'
warrants and stock options during the nine months ended September 30. 1997.
As of September 30, 1997, the Company's investment in net accounts receivable
increased $9,752 compared to December 31, 1996 due to several promotions that
shipped late in September 1997. As of November 7, 1997 a majority of these
receivables have been collected.
Inventory increased $3,046 from December 31, 1996 to September 30, 1997 due to
costs incurred on several promotions scheduled to ship in the fourth quarter
1997.
As of September 30, 1997, accounts payable and accrued liabilities increased
$8,921 compared to December 31, 1996. This increase was primarily attributable
to manufacturing costs accrued related to the promotions shipped in September
1997.
The Company is exploring the possibility of acquiring other companies to further
diversify 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. 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, issuing
additional equity or debt, bank financing or a combination of these sources.
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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 September 30, 1997, there were no amounts outstanding
under this credit facility.
Except for possible financing requirements of any potential acquisitions, the
Company believes that it has access to adequate financing, through existing
bank lines, internally generated funds and possible external financing sources,
to meet the needs of the Company's current and expected levels of operations.
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PART II.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
None
27 Financial Data Schedule
(b) Reports on Form 8-K:
Form 8-K file with the Securities and
Exchange Commission on October 9, 1997. (Item 5)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Beverly Hills and State
of California on the 12th day of November, 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)