<PAGE> 1
UNITED STATES
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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 23346
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.)
6330 SAN VICENTE BLVD.
LOS ANGELES, CA 90048
(Address of principal executive offices) (Zip Code)
(323) 932-4300
(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, 6,267,415 shares as of November 11, 1999.
1
<PAGE> 2
EQUITY MARKETING, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
PART II.
Item 6. Exhibits and Reports on Form 8-K 18
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EQUITY MARKETING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
----------- ------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 7,250 $ 897
Accounts receivable (net of allowances
of $3,684 and $2,375 as of December 31, 1998
and September 30, 1999, respectively) 57,071 31,093
Inventory 13,117 9,698
Prepaid expenses and other current assets 7,915 6,521
-------- -------
Total current assets 85,353 48,209
FIXED ASSETS, net 5,892 5,234
INTANGIBLE ASSETS, net 23,442 22,117
OTHER ASSETS 793 1,510
-------- -------
Total assets $115,480 $77,070
======== =======
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated balance sheets.
3
<PAGE> 4
EQUITY MARKETING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
------------ -------------
(UNAUDITED)
<S> <C> <C>
CURRENT LIABILITIES:
Short-term debt $ 30,000 $ 1,000
Accounts payable 28,432 14,860
Accrued expenses and other current liabilities 22,653 21,133
--------- --------
Total current liabilities 81,085 36,993
LONG-TERM LIABILITIES 1,988 2,014
--------- --------
Total liabilities 83,073 39,007
--------- --------
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, 6,227,718 and 6,237,415 shares
outstanding as of December 31, 1998 and September 30,
1999, respectively -- --
Additional paid-in capital 15,343 15,446
Retained earnings 19,063 24,434
--------- --------
34,406 39,880
Less--
Treasury stock, 1,892,841 shares and 1,871,299
shares, at cost, as of
December 31, 1998 and September 30, 1999, respectively (1,279) (1,268)
Stock subscription receivable (32) (32)
Unearned compensation (688) (517)
--------- --------
Total stockholders' equity 32,407 38,063
--------- --------
Total liabilities and stockholders' equity $ 115,480 $ 77,070
========= ========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated balance sheets.
4
<PAGE> 5
EQUITY MARKETING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
1998 1999 1998 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES $ 29,987 $ 53,334 $ 84,376 $ 136,802
COST OF SALES 21,339 39,295 59,636 102,832
----------- ----------- ----------- -----------
Gross profit 8,648 14,039 24,740 33,970
----------- ----------- ----------- -----------
OPERATING EXPENSES:
Salaries, wages and benefits 3,510 4,433 9,592 11,349
Selling, general and administrative 4,410 5,075 11,102 13,720
Business process reengineering 1,549 -- 1,549 --
Restructuring gain -- (240) -- (641)
----------- ----------- ----------- -----------
Total operating expenses 9,469 9,268 22,243 24,428
----------- ----------- ----------- -----------
Income (loss) from operations (821) 4,771 2,497 9,542
INTEREST EXPENSE, net (317) (151) (90) (590)
----------- ----------- ----------- -----------
Income (loss) before provision for income taxes (1,138) 4,620 2,407 8,952
PROVISION (BENEFIT) FOR INCOME TAXES (438) 1,848 926 3,581
----------- ----------- ----------- -----------
Net income (loss) $ (700) $ 2,772 $ 1,481 $ 5,371
=========== =========== =========== ===========
BASIC NET INCOME (LOSS) PER SHARE $ (0.12) $ 0.44 $ 0.25 $ 0.86
=========== =========== =========== ===========
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 6,085,585 6,230,906 6,043,585 6,221,374
=========== =========== =========== ===========
DILUTED NET INCOME (LOSS) PER SHARE $ (0.12) $ 0.42 $ 0.24 $ 0.84
=========== =========== =========== ===========
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 6,085,585 6,533,737 6,238,634 6,387,617
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated statements.
5
<PAGE> 6
EQUITY MARKETING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------
1998 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,481 $ 5,371
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,401 2,050
Provision for doubtful accounts 282 298
Loss on asset disposal -- 11
Tax benefit from exercise of stock options 529 39
Issuance of treasury stock to 401(k) Tax Deferred Savings Plan -- 195
Other -- (31)
Changes in operating assets and liabilities, excluding effects of
acquisition:
Increase (decrease) in cash and cash equivalents:
Accounts receivable 9,019 25,680
Inventory (6,000) 3,419
Prepaid expenses and other current assets (1,648) 1,394
Other assets 36 (759)
Accounts payable 2,193 (13,572)
Accrued expenses and other current liabilities (1,030) (920)
Deferred revenue 357 --
Long-term liabilities (36) 26
-------- --------
Net cash provided by operating activities 6,584 23,201
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets (1,947) (466)
Payment for purchase of EPI Group Limited (1,003) --
Payment for purchase of Contract Marketing, Inc.
and U.S. Import & Promotions Co. (15,429) (149)
Proceeds from sale of fixed assets -- 10
Payment for purchase of Corinthian and Trademark (8,436) --
Other (67) --
-------- --------
Net cash used in investing activities (26,882) (605)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 1,195 51
Borrowings under short-term debt 24,300 --
Repayment on short-term debt (12,300) (29,000)
-------- --------
Net cash provided by (used in) financing activities 13,195 (28,949)
-------- --------
Net decrease in cash and cash equivalents (7,103) (6,353)
CASH ACQUIRED IN ACQUISITIONS 1,179 --
CASH AND CASH EQUIVALENTS, beginning of period 8,935 7,250
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 3,011 $ 897
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID FOR:
Interest $ 289 $ 835
======== ========
Income taxes $ 1,456 $ 1,110
======== ========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated statements.
6
<PAGE> 7
EQUITY MARKETING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
(DOLLARS IN THOUSANDS)
NOTE 1 - ORGANIZATION AND BUSINESS
Equity Marketing, Inc., a Delaware corporation (the "Company"), is a leading
marketing services company, providing a wide range of custom promotional
programs that build sales and brand awareness for retailers, restaurant chains
and consumer goods companies such as Burger King Corporation, The Coca-Cola
Company, Exxon Company USA, Sunoco, Inc., CVS/pharmacy and others. The Company
is also a developer and marketer of distinctive, branded consumer products that
complement its core promotions business and are based on trademarks it owns or
classic licensed properties. The Company primarily sells to customers in the
United States.
Equity Marketing Hong Kong, Ltd., a Delaware corporation ("EMHK"), is a 100%
owned subsidiary of the Company. EMHK manages production of the Company's
products by third parties in the Far East and currently is responsible for
product sourcing, product engineering, quality control inspections, independent
safety testing and export/import documentation.
In April 1998, the Company purchased 100% of the common stock of Corinthian
Marketing, Inc., a Delaware corporation ("Corinthian"). Corinthian engaged
principally in the design, manufacture, marketing and distribution of the
Headliners brand of collectible sports figurines.
In July 1998, the Company acquired substantially all of the assets of Contract
Marketing, Inc. ("CMI"), a Massachusetts corporation, and U.S. Import and
Promotions Co. ("USI"), a Florida corporation (CMI and USI are collectively
referred to herein as "USI"). USI focuses primarily on promotions for oil and
gas and other retailers. The Company intends to continue to use the acquired
assets for this purpose. The primary operations of USI are located in West
Boylston, Massachusetts and St. Augustine, Florida.
NOTE 2 - 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 in accordance 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 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, 1998.
Certain reclassifications have been made to the accompanying 1998 financial
statements to conform them to the current period presentation.
7
<PAGE> 8
NET INCOME PER SHARE
Diluted Earnings Per Share ("EPS") reflects the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or
converted into common stock. When dilutive, stock options are included as share
equivalents in computing diluted earnings per share using the treasury stock
method. During a loss period, the assumed exercise of in-the-money stock options
has an anti-dilutive effect. As a result, these shares are not included with the
weighted average shares outstanding of 6,085,585 used in the calculation of
diluted loss per share for the three months ended September 30, 1998. The impact
of including unexercised dilutive options was to increase weighted average
shares outstanding by 302,831 at quarter end September 30, 1999. The impact of
including unexercised dilutive options was to increase weighted average shares
outstanding by 195,049 and 166,243 for the nine months ended September 30, 1998
and 1999, respectively. Options to purchase 1,587,981 and 320,000 shares of
common stock were outstanding as of September 30, 1998 and 1999, respectively,
which were excluded from the computation of diluted income per share as they
would have been anti-dilutive.
INVENTORY
Inventory consists of production-in-process which primarily represents tooling
costs 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 December 31, 1998 and September 30, 1999, inventory
consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
----------- ------------
<S> <C> <C>
Production-in-process $ 2,140 $ 601
Finished goods 10,977 9,097
------- ------
$13,117 $9,698
======= ======
</TABLE>
NOTE 3 - ACQUISITIONS
On April 24, 1998, the Company acquired 100% of the common stock of Corinthian
and certain trademarks related to its business, including the "Headliners"
trademark (the "Trademark"), from Corinthian Marketing PLC, for total cash
consideration of $7,892 plus related transaction costs of $544 at the closing.
The total consideration was net of a holdback amount for which the Company
accrued approximately $600 as of the acquisition date. In September 1999, this
holdback was settled and the accrual was reversed as a reduction to goodwill.
Corinthian engaged principally in the design, manufacture, marketing and
distribution of the Headliners brand of collectible sports figurines.
On July 23, 1998, the Company acquired substantially all of the assets of CMI
and USI, in exchange for $15,000, which includes amounts deposited in an escrow
account, plus related transaction costs of $429. In November 1998, the Company
received from the escrow account a refund of $341 which was recorded as a
reduction to goodwill. Potential additional cash consideration may be paid based
upon the results of operations of USI during each calendar year through December
31, 2002 as set forth in the respective Asset Purchase Agreements, dated July
23, 1998, by and among the Company and each of CMI and USI. In August, 1999, an
additional $149 was paid to the stockholders of CMI and USI and allocated to
Goodwill.
These acquisitions have been accounted for under the purchase method of
accounting. The financial statements reflect the operating results of these
acquired entities from the date of acquisition.
The following unaudited pro forma information presents a summary of the
consolidated results of operations of the Company as if the acquisitions of
Corinthian and USI had occurred at the beginning of 1998 and includes pro forma
adjustments to give effect to the amortization of goodwill, decreased interest
income, increased interest expense associated with funding the acquisitions, 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, Corinthian and USI had been a single entity during 1998, nor is it
necessary indicative of the results of operations that may occur in the future.
8
<PAGE> 9
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30, 1998
------------------------
<S> <C>
Pro forma revenues $ 91,992
Pro forma net income 756
Pro forma basic income per share .13
Pro forma diluted net income per share .12
Pro forma basic weighted average
shares outstanding 6,043,585
Pro forma diluted weighted average
Shares outstanding 6,238,634
</TABLE>
NOTE 4 - SEGMENTS
Effective January 1, 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 131 "Disclosures about Segments of an
Enterprise and Related Information." The Company has identified two reportable
segments through which it conducts its continuing operations: promotions and
consumer products. The factors for determining the reportable segments were
based on the distinct nature of their operations. They are managed as separate
business units because each requires and is responsible for executing a unique
business strategy. The promotions segment produces promotional products used as
free premiums or sold in conjunction with the purchase of other items at a
retailer or quick service restaurant. Promotional products are used for
marketing purposes by both the companies sponsoring the promotions and the
licensors of the entertainment properties on which the promotional products are
based. The consumer products segment designs and contracts for the manufacture
of toys and other consumer products for sale to major mass market retailers, who
in turn sell the products to consumers.
Earnings of industry segments exclude interest income, interest expense,
depreciation and amortization expense, and other unallocated corporate expenses.
Income taxes are allocated to segments on the basis of operating results.
Identified assets are those assets used in the operations of the segments.
Corporate assets consist of cash, certain corporate receivables, fixed assets,
and intangibles.
INDUSTRY SEGMENTS
<TABLE>
<CAPTION>
AS OF AND FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
--------------------------------------------------------------
CONSUMER
PROMOTIONS PRODUCTS CORPORATE TOTAL
----------- -------- --------- --------
<S> <C> <C> <C> <C>
Total revenues $18,278 $11,709 $ -- $ 29,987
======= ======= ======== ========
Income (loss) before provision (benefit)
for income taxes $ 3,219 $ 462 $ (4,819) $ (1,138)
======= ======= ======== ========
Provision (benefit) for income taxes 1,239 178 (1,855) (438)
------- ------- -------- --------
Net income (loss) $ 1,980 $ 284 $ (2,964) $ (700)
======= ======= ======== ========
Fixed asset additions, net $ -- $ -- $ 1,163 $ 1,163
======= ======= ======== ========
Depreciation and amortization $ -- $ -- $ 571 $ 571
======= ======= ======== ========
Total assets $13,367 $23,569 $ 43,552 $ 80,488
======= ======= ======== ========
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
AS OF AND FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
---------------------------------------------------------------
CONSUMER
PROMOTIONS PRODUCTS CORPORATE TOTAL
---------- -------- --------- -------
<S> <C> <C> <C> <C>
Total revenues $47,651 $5,683 $ -- $53,334
======= ====== ======== =======
Income (loss) before provision (benefit)
for income taxes $ 9,711 $ 290 $ (5,381) $ 4,620
======= ====== ======== =======
Provision (benefit) for income taxes 3,884 116 (2,152) 1,848
------- ------ -------- -------
Net income (loss) $ 5,827 $ 174 $ (3,229) $ 2,772
======= ====== ======== =======
Fixed asset additions, net $ -- $ -- $ 294 $ 294
======= ====== ======== =======
Depreciation and amortization $ -- $ -- $ 679 $ 679
======= ====== ======== =======
Total assets $35,737 $5,054 $ 36,279 $77,070
======= ====== ======== =======
</TABLE>
<TABLE>
<CAPTION>
AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
-----------------------------------------------------------------
CONSUMER
PROMOTIONS PRODUCTS CORPORATE TOTAL
---------- -------- --------- -------
<S> <C> <C> <C> <C>
Total revenues $57,941 $26,435 $ -- $84,376
======= ======= ======== =======
Income (loss) before provision (benefit)
for income taxes $11,108 $ 1,749 $(10,450) $ 2,407
======= ======= ======== =======
Provision (benefit) for income taxes 4,277 673 (4,024) 926
------- ------- -------- -------
Net income (loss) $ 6,831 $ 1,076 $ (6,426) $ 1,481
======= ======= ======== =======
Fixed asset additions, net $ -- $ -- $ 1,947 $ 1,947
======= ======= ======== =======
Depreciation and amortization $ -- $ -- $ 1,401 $ 1,401
======= ======= ======== =======
Total assets $13,367 $23,569 $ 43,552 $80,488
======= ======= ======== =======
</TABLE>
<TABLE>
<CAPTION>
AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
-----------------------------------------------------------------
CONSUMER
PROMOTIONS PRODUCTS CORPORATE TOTAL
---------- -------- --------- --------
<S> <C> <C> <C> <C>
Total revenues $122,723 $ 14,079 $ -- $136,802
======== ======== ======== ========
Income (loss) before provision (benefit)
for income taxes $ 24,169 $ (299) $(14,918) $ 8,952
======== ======== ======== ========
Provision (benefit) for income taxes 9,667 (119) (5,967) 3,581
-------- -------- -------- --------
Net income (loss) $ 14,502 $ (180) $ (8,951) $ 5,371
======== ======== ======== ========
Fixed asset additions, net $ -- $ -- $ 466 $ 466
======== ======== ======== ========
Depreciation and amortization $ -- $ -- $ 2,050 2,050
======== ======== ======== ========
Total assets $ 35,737 $ 5,054 $ 36,279 $ 77,070
======== ======== ======== ========
</TABLE>
10
<PAGE> 11
NOTE 5 - SHORT-TERM DEBT
At December 31, 1998 and September 30, 1999, the Company was party to a
revolving credit agreement ("Credit Agreement") with two commercial banks. The
agreement, as amended on October 28, 1999 provides for a line of credit of
$30,000 through October 31, 1999, $33,000 through January 31, 2000 and $25,000
through June 30, 2000 with borrowing availability determined by a formula based
on qualified assets. Interest on outstanding borrowings is based on either a
fixed rate equivalent to LIBOR plus 3.00 percent or a variable rate equivalent
to the lead bank's reference rate plus .50 percent. The Company is also required
to pay an unused line fee of .50 percent per annum and certain letter of credit
fees. The Credit Agreement is secured by substantially all of the Company's
assets. The Credit Agreement requires the Company to comply with certain
restrictions and financial covenants as defined in the agreement. As of December
31, 1998 and March 31, 1999, the Company was out of compliance with certain of
these covenants, for which it has received waivers from its banks. As of
September 30, 1999, the Company was in compliance with these covenants.
As of December 31, 1998 and September 30, 1999 there was $30,000 and $1,000,
respectively, outstanding under the Credit Agreement. Letter of credit amounts
outstanding as of December 31, 1998 and September 30, 1999 were $995 and $401
respectively.
NOTE 6 - RESTRUCTURING RESERVE
In December 1998, the Company announced its decision to exit the
event-based-license consumer products business along with its retail pin
business. In connection with this decision, the Company recorded a restructuring
charge of $4,121. Details of the restructuring charge are as follows:
<TABLE>
<CAPTION>
Utilized
Nine Months
Original Utilized Ended To Be
Charge 1998 September 30, 1999 Reversed Utilized
-------- -------- ------------------ -------- --------
<S> <C> <C> <C> <C> <C>
Provision for projected minimum royalty
guarantee shortfalls $ 2,187 $ -- $(267) $ (641) $1,279
Employee severance and termination benefits 738 (127) (444) -- 167
Outstanding inventory purchase commitments 800 -- (45) -- 755
Lease commitment for warehouse facility 396 -- (30) -- 366
------- ----- ----- ------- ------
$ 4,121 $(127) $(786) $ (641) $2,567
======= ===== ===== ======= ======
</TABLE>
For the nine months ended September 30, 1999 the Company reversed a portion of
the restructuring reserves for projected minimum royalty guarantee shortfalls as
a result of negotiated settlements with certain licensors. These reversals
totaled $641 and are reflected as a restructuring gain in the accompanying
condensed consolidated statements of income.
11
<PAGE> 12
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CAUTIONARY STATEMENT
Certain expectations and projections regarding the future performance of Equity
Marketing, Inc. (the "Company") discussed in this quarterly report are
forward-looking and are made under the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These expectations and projections are
based on currently available competitive, financial and economic data along with
the Company's operating plans and are subject to future events and
uncertainties. Forward-looking statements can be identified by the use of
forward looking terminology, such as may, will, should, expect, anticipate,
estimate, continue, plans, intends or other similar terminology. Management
cautions you that the following factors, among others, could cause the Company's
actual consolidated results of operations and financial position in 1999 and
thereafter to differ significantly from those expressed in forward-looking
statements:
MARKETPLACE RISKS
- - Dependence on a single customer, Burger King, which may adversely affect
the Company's financial condition and results of operations
- - Concentration risk associated with accounts receivable. The Company
regularly extends credit to several distribution companies in connection
with its business with Burger King. One of these distribution companies
accounts for more than 50 percent of the products purchased for the Burger
King system in any given year. Failure by one or more of these distribution
companies to honor their payment obligations to the Company could have a
material adverse effect on the Company's business, financial condition and
results of operations
- - Significant quarter-to-quarter variability in the Company's revenues and
net income, which may result in operating results below the expectations of
securities analysts and investors
- - Dependence on the popularity of licensed entertainment properties, which
may adversely affect the Company's financial condition and results of
operations
- - Dependence on the ability to license, develop and market new products,
which may adversely affect the Company's financial condition and results of
operations
- - Increased competitive pressure, which may affect the sales of the Company's
products
- - Dependence on foreign manufacturers, which may increase the costs of the
Company's products and affect the demand for such products
FINANCING RISKS
- - Currency fluctuations, which may affect the Company's suppliers and the
Company's reportable income
- - Need for additional working capital to fund the Company's business, which
may not be available at all or on favorable terms when required
OTHER RISKS
- - Potential negative impact of future acquisitions, which may disrupt the
Company's ongoing business, distract senior management and increase
expenses
- - Adverse results of litigation, governmental proceedings or environmental
matters, which may lead to increased costs or interruption in normal
business operations of the Company
- - Changes in laws or regulations, both domestically and internationally,
including those affecting consumer products or environmental activities or
trade restrictions, which may lead to increased costs
- - Potential inability of computer systems or software products used by the
Company and\or its customers and suppliers to properly recognize and
process date-sensitive information beyond January 1, 2000, which may result
in an interruption in normal business operations of the Company, its
suppliers and customers
The Company undertakes no obligation to publicly release the results of any
revisions to forward-looking statements, which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. The risks highlighted herein should not be assumed to be
the only items that could affect future performance of the Company. In addition
to the information contained in this document, readers are advised to review the
Company's Form 10-K for the year ended December 31, 1998, under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Cautionary Statements and Risk Factors."
12
<PAGE> 13
ORGANIZATION AND BUSINESS
Equity Marketing, Inc., a Delaware corporation (the "Company"), is a leading
marketing services company, providing a wide range of custom promotional
programs that build sales and brand awareness for retailers, restaurant chains
and consumer goods companies such as Burger King Corporation, The Coca-Cola
Company, Exxon Company USA, Sunoco, Inc., CVS/pharmacy and others. The Company
is also a developer and marketer of distinctive, branded consumer products that
complement its core promotions business and are based on trademarks it owns or
classic licensed properties. The Company primarily sells to customers in the
United States.
Equity Marketing Hong Kong, Ltd., a Delaware corporation ("EMHK"), is a 100%
owned subsidiary of the Company. EMHK manages production of the Company's
products by third parties in the Far East and currently is responsible for
product sourcing, product engineering, quality control inspections, independent
safety testing and export/import documentation.
In April 1998, the Company purchased 100% of the common stock of Corinthian
Marketing, Inc., a Delaware corporation ("Corinthian"). Corinthian engaged
principally in the design, manufacture, marketing and distribution of the
Headliners brand of collectible sports figurines.
In July 1998, the Company acquired substantially all of the assets of Contract
Marketing, Inc. ("CMI"), a Massachusetts corporation, and U.S. Import and
Promotions Co. ("USI"), a Florida corporation (CMI and USI are collectively
referred to herein as "USI"). USI focuses primarily on promotions for oil and
gas and other retailers. The Company intends to continue to use the acquired
assets for this purpose. The primary operations of USI are located in West
Boylston, Massachusetts and St. Augustine, Florida.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the Company's
operating results as a percentage of total revenues:
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
-------------------- --------------------
1998 1999 1998 1999
------ ------- ------ -------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of sales 71.2 73.7 70.7 75.2
------ ------ ------ ------
Gross profit 28.8 26.3 29.3 24.8
------ ------ ------ ------
Operating Expenses:
Salaries, wages and benefits 11.7 8.3 11.4 8.3
Selling, general and administrative 14.7 9.5 13.1 10.0
Business process reengineering 5.1 -- 1.8 --
Restructuring gain -- (0.4) -- (0.5)
------ ------ ------ ------
Total operating expenses 31.5 17.4 26.3 17.8
------ ------ ------ ------
Income (loss) from operations (2.7) 8.9 3.0 7.0
Interest income (expense), net (1.1) (0.2) (0.1) (0.4)
------ ------ ------ ------
Income before provision for income taxes (3.8) 8.7 2.9 6.6
Provision (benefit) for income taxes (1.5) 3.5 1.1 2.6
------ ------ ------ ------
Net income (loss) (2.3)% 5.2% 1.8% 4.0%
====== ====== ====== ======
</TABLE>
13
<PAGE> 14
EBITDA
While many in the financial community consider earnings before interest, taxes,
depreciation and amortization, business process reengineering and restructuring
charges ("EBITDA") to be an important measure of comparative operating
performance, it should be considered in addition to, but not as a substitute for
or superior to, operating income, net earnings, cash flow and other measures of
financial performance prepared in accordance with generally accepted accounting
principles. EBITDA does not reflect cash available to fund cash requirements,
and the items excluded from EBITDA, such as depreciation and amortization, are
significant components in assessing the Company's financial performance. Other
significant uses of cash flows are required before cash will be available to the
Company, including debt service, taxes and cash expenditures for various
long-term assets. The Company's calculation of EBITDA may be different from the
calculation used by other companies and, therefore, comparability may be
limited.
The following table sets forth EBITDA for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------------- -------------------------
1998 1999 1998 1999
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Net income (Loss) $ (700) $ 2,772 $ 1,481 $ 5,371
Less: Restructuring gain -- 240 -- 641
Add: Depreciation and amortization 571 679 1,401 2,050
Interest expense, net 317 151 90 590
Business process reengineering 1,549 -- 1,549 --
Provision (benefit) for income taxes (438) 1,848 926 3,581
---------- ---------- ---------- ---------
EBITDA $ 1,299 $ 5,210 $ 5,447 $ 10,951
========== ========== ========== =========
</TABLE>
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1998 (DOLLARS IN THOUSANDS):
Revenues for the three months ended September 30, 1999 increased $23,347 or 78%
to $53,334 from $29,987 in the comparable period in 1998. Promotions revenues
increased $29,373 to $47,651 primarily as a result of sales associated with
three Burger King promotions in 1999 related to Warner Bros.' Wild Wild West
movie, Nickelodeon's Back to School program and Gibson Greetings' Silly Slammers
compared to two smaller promotions in 1998 related to DreamWorks SKG's Small
Soldiers movie and Nickelodeon's Nickel-O-Zone television programming block.
Promotions revenue also increased as a result of oil and gas promotion revenue.
Consumer products revenues decreased $6,026 to $5,683 primarily due to lower
sales under event-based-licensed consumer products which the Company decided to
exit in December 1998.
Cost of sales increased $17,956 to $39,295 (73.7% of revenues) for the three
months ended September 30, 1999 from $21,339 (71.2% of revenues) in the
comparable period in 1998 due primarily to higher sales in 1999. The gross
margin percentage for the period decreased to 26.3% for the three months ended
September 30, 1999 from 28.8% in the comparable period in 1998 due to the
planned shift in the company's revenue mix, which was 89% promotions and 11%
consumer products, compared to 61% and 39% for promotions and consumer products,
respectively, one year ago.
Salaries, wages and benefits increased $923, or 26.3% to $4,433 (8.3% of
revenues). This increase was primarily attributable to the accrual of
performance bonuses for employees in 1999. This increase was partially offset by
staffing reductions resulting from the Company's decision to exit the
event-based-licensed consumer products business in 1998.
14
<PAGE> 15
Selling, general and administrative expenses increased $665, or 15.1% to $5,075
(9.5% of revenues). This is due to increased depreciation expense associated
with higher fixed asset levels in 1999. The increase is also attributable to
increased support costs associated with the Company's new enterprise resource
planning system (see "Information Systems"), and increased occupancy costs.
Selling, general and administrative expenses decreased as a percentage of
revenues from 14.7% to 9.5% as a result of revenues which increased at a greater
rate.
The effective tax rate for the three months ended September 30, 1999 increased
to 40.0% from 38.5% for the three months ended September 30, 1998. This increase
was attributable to the addition of non-deductible goodwill from the purchase of
Corinthian.
Net income increased $3,472 to $2,772 (5.2% of revenues) from a loss of $700 in
1998 primarily due to greater gross profit earned on increased revenues in 1999
and as a result of the restructuring gain of $240. Excluding the impact of the
restructuring gain, the Company would have reported net income of $2,628 or
$0.40 per diluted share for the three months ended September 30, 1999. Excluding
business process reengineering, net income for the three months ended September
30, 1998 would have been $253 or $0.04 per diluted share.
EBITDA increased $3,911 or 301% primarily due to greater gross profit earned on
increased revenues in 1999. This increase was partially offset by the increase
in salaries, wages and benefits for the three months ended September 30, 1999
compared to the same period in 1998.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998 (DOLLARS IN THOUSANDS):
Revenues for the nine months ended September 30, 1999 increased $52,426 or 62.1%
to $136,802 from $84,376 in the comparable period in 1998. Promotions revenues
increased $64,782 to $122,723 primarily as a result of increased sales of five
Burger King promotions in 1999 related to Mr. Potato Head, The Itsy Bitsy
Entertainment Company's Teletubbies, Warner Bros.' Wild Wild West movie,
Nickelodeon's Back to School promotion, and Gibson Greetings' Silly Slammers
compared to three promotions associated with the release of DreamWorks SKG's
Small Soldiers movie, Nickelodeon's Rugrats and Nickelodeon's Nickel-O-Zone
television programming block for the same period in 1998. Promotions revenue
also increased as a result of the addition of oil and gas promotion revenue
generated by USI which was acquired in the third quarter of 1998. Consumer
products revenues decreased $12,356 to $14,079 primarily due to decreased sales
under event-based-licensed consumer products which the Company decided to exit
in December 1998. This decrease was partially offset by sales of Headliners
subsequent to the acquisition of Corinthian, which was acquired in the second
quarter of 1998.
Cost of sales increased $43,196 to $102,832 (75.2% of revenues) for the nine
months ended September 30, 1999 from $59,636 (70.7% of revenues) in the
comparable period in 1998 due primarily to higher sales in 1999. The gross
margin percentage for the period decreased to 24.8% for the nine months ended
September 30, 1999 from 29.3% in the comparable period in 1998 due primarily to
the planned shift in the company's revenue mix, which was 90% promotions and 10%
consumer products, compared to 69% and 31% for promotions and consumer products,
respectively, one year ago.
Salaries, wages and benefits increased $1,757, or 18.3% to $11,349 (8.3% of
revenues). This increase was primarily attributable to the accrual of
performance bonuses for employees in 1999 and the addition of employees from the
acquisitions of Corinthian and USI. This increase was partially offset by
staffing reductions resulting from the Company's decision to exit the
event-based-licensed consumer products business in December 1998.
Selling, general and administrative expenses increased $2,618, or 23.6% to
$13,720 (10.0% of revenues). This increase is due to increased depreciation and
amortization expense associated with higher fixed asset levels in 1999 and
amortization of intangibles related to the acquisitions of Corinthian in April
1998 and USI in July 1998. The increase is also attributable to increased
support costs associated with the Company's new enterprise resource planning
system (see "Information Systems"), and increased occupancy costs. Selling,
general and administrative expenses decreased as a percentage of revenues from
13.1% to 10.0% as a result of revenues which increased at a greater rate.
15
<PAGE> 16
The effective tax rate for the nine months ended September 30, 1999 increased
to 40.0% from 38.5% for the nine months ended September 30, 1998. This increase
was attributable to the addition of non-deductible goodwill from the purchase of
Corinthian.
Net income increased $3,890 or 262.7% to $5,371 (4.0% of revenues) from $1,481
in 1998 primarily due to greater gross profit earned on the increased revenues
in 1999 and the restructuring gain of $641. The increase in net income was
partially offset by interest expense of $590 on the Company's short-term debt
borrowing for the nine months ended September 30, 1999, compared to interest
expense of $90 for the same period in 1998. Excluding the impact of the
restructuring gain, the Company would have reported net income of $4,986 or
$0.78 per diluted share for the nine months ended September 30, 1999. Excluding
business process reengineering, net income for the nine months ended September
30, 1998 would have been $2,434 or $0.39 per diluted share.
EBITDA increased $5,504 or 101% primarily due to greater gross profit earned on
increased revenues in 1999. This increase was partially offset by the increase
in salaries, wages and benefits for the nine months ended September 30, 1999,
compared to the same period in 1998.
FINANCIAL CONDITION AND LIQUIDITY
As of September 30, 1999, the Company's investment in net accounts receivable
decreased $25,978 from the balance at December 31, 1998. This decrease was
attributable to collections of substantially all of the receivables related to
sales shipped late in the 1998 fourth quarter. As of September 30, 1999,
inventory decreased approximately $3,419 from December 31, 1998 primarily as a
result of consumer products and promotional program inventory which was shipped
during the nine months ended September 30, 1999.
The Company regularly extends credit to several distribution companies in
connection with its business with Burger King. One of these distribution
companies accounts for more than 50 percent of the products purchased for the
Burger King system in any given year. Failure by one or more of these
distribution companies to honor their payment obligations to the Company could
have a material adverse effect on the Company's business, financial condition
and results of operations.
As of September 30, 1999, accounts payable decreased $13,572 compared to
December 31, 1998. This decrease is primarily attributable to payments to
vendors associated with the manufacturing related to the large fourth quarter
1998 promotional programs.
As of September 30, 1999, working capital was $11,216 compared to $4,268 at
December 31, 1998. The increase in working capital was primarily due to the cash
generated by operating activities in the nine months ended September 30, 1999.
The Company did not have any significant investing activities in the quarter.
The Company believes that its cash from operations, cash on hand at September
30, 1999 and its credit facility will be sufficient to fund its working capital
needs for at least the next nine months. The statements set forth herein are
forward-looking and actual results may differ materially.
CREDIT FACILITIES
The Company maintains and periodically amends or replaces a credit agreement
with two commercial banks that is utilized to finance the seasonal working
capital requirements of its operations. The credit facility is secured by
substantially all of the Company's assets. The agreement, as amended on October
28, 1999 provides for a line of credit of $30,000 through October 31, 1999,
$33,000 through January 31, 2000 and $25,000 through June 30, 2000 with
borrowing availability determined by a formula based on qualified assets. As of
September 30, 1999, $1,000 was outstanding under the credit facility. Letters of
credit outstanding as of September 30, 1999 were $401. The credit agreement
requires the Company to comply with certain financial covenants, including
minimum tangible net worth, minimum current ratio, ratio of total liabilities to
tangible net worth, maximum funded debt coverage ratio, minimum fixed charge
coverage ratio and net profit after taxes. The credit agreement also places
restrictions on, among other things, the Company's capital expenditures, payment
of dividends, stock repurchases, acquisitions, investments and transactions with
affiliates. As of September 30, 1999, the Company was in compliance with these
covenants.
16
<PAGE> 17
INFORMATION SYSTEMS
IMPACT OF THE YEAR 2000 ISSUE INTRODUCTION
The term "Year 2000 issue" is a general term used to describe the various
problems that may result from the improper processing of dates and date
sensitive calculations by computers and other machinery as the Year 2000 is
approached and reached. These problems generally arise from the fact that most
of the world's computer hardware and software have historically used only two
digits to identify the year in a date, often meaning that the computer will fail
to distinguish dates in the "2000's" from the dates in the "1900's." These
problems may also arise from other sources as well, such as the use of special
codes and conventions in software that makes use of the date field.
STATE OF READINESS
The Company's primary focus has been on its own internal systems. To date, the
Company has completed the Year 2000 conversion with respect to its most critical
computer systems and applications, including its enterprise resource planning
system, computer networks and desktop applications. Based on strategic and
operational assessments, the Company decided to replace its existing information
systems in 1998. The new enterprise resource planning system is designed to
enhance management information, financial reporting, inventory management, order
entry and cost evaluation and control and has the added benefit of addressing
the Year 2000 issues. The new enterprise system went into operation in January
1999.
The Company is also communicating with suppliers, distributors, financial
institutions and others with which it does business to evaluate their Year 2000
compliance plans and state of readiness and to determine the extent to which the
Company will be affected by the failure of others to remediate their own Year
2000 issues. There can be no assurance that the systems of other companies on
which the Company's systems rely will also be timely converted or that any such
failure to convert by another company would not have an adverse effect on the
Company's systems. Failure to complete the system conversion in a timely manner
or any significant disruption of the Company's ability to communicate
electronically with its business partners could negatively impact the Company's
business, financial condition and results of operations. The statements set
forth herein are forward looking and actual results may differ materially.
COSTS TO ADDRESS THE YEAR 2000 ISSUE
To date the Company has spent a total of approximately $4,300 on the conversion
to the new enterprise resource planning system, of which approximately $2,220
was spent on business process reengineering. In accordance with Emerging Issues
Task Force Issue No. 97-13, such business process reengineering costs were
expensed as incurred. Approximately $2,085 of these costs have been capitalized
and are reflected in fixed assets in the accompanying condensed consolidated
balance sheet.
Costs to address the Year 2000 issue affecting all other information systems are
relatively insignificant, with the majority of the work being performed by
Company employees.
CONTINGENCY PLANS
The Company continues to assess and test for any potential Year 2000 issues
relating to its systems, suppliers and customers. The Company is developing, and
will continue to develop, contingency plans for dealing with any material
adverse effect that may become likely in the event the Company's remediation
plans are not successful or third parties fail to remediate their own Year 2000
issues. The Company's contingency planning process is intended to mitigate
worst-case business disruptions. The contingency plans include, but are not
limited to, identification of alternative suppliers, vendors and service
providers.
17
<PAGE> 18
PART II.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
<TABLE>
<S> <C>
10.1 Third Amendment to Amended and Restated Credit Agreement dated
October 28, 1999 between the Company and Sanwa Bank California
and Imperial Bank.
27.0 Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K:
Report on Form 8-K filed with the Securities and Exchange
Commission on July 23, 1999. (Item 5)
18
<PAGE> 19
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 Los Angeles
and State of California on the 15th day of November, 1999.
EQUITY MARKETING, INC.
/s/ TERESA P. COVINGTON
---------------------------------
Teresa P. Covington
Vice President, Finance
(Principal Financial and
Accounting Officer)
19
<PAGE> 20
EXHIBIT INDEX
EXHIBIT
<TABLE>
<S> <C>
10.1 Third Amendment to Amended and Restated Credit Agreement dated
October 28, 1999 between the Company and Sanwa Bank California
and Imperial Bank.
27.0 Financial Data Schedule
</TABLE>
20
<PAGE> 1
EXHIBIT 10.1
THIRD AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment") is made and dated as of the 28th day of October, 1999, by and among
SANWA BANK CALIFORNIA ("Sanwa") and IMPERIAL BANK, as the current Lenders under
the Credit Agreement referred to below (and as the term "Lenders" and
capitalized terms not otherwise defined herein are used in the Credit
Agreement), SANWA, in its capacity as Agent for the Lenders, and EQUITY
MARKETING, INC., a Delaware corporation (the "Company").
RECITALS
A. Pursuant to that certain Amended and Restated Credit Agreement dated
as of December 10, 1998, by and among the Agent, the Lenders and the Company (as
amended from time to time, the "Credit Agreement"), the Lenders agreed to extend
credit to the Company on the terms and subject to the conditions set forth
therein.
B. The Company, the Agent and the Lenders desire to modify the Credit
Agreement in certain respects as set forth more particularly below.
NOW, THEREFORE, in consideration of the foregoing Recitals and for
other valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1. Modification of Credit Limit. To reflect the agreement of the
parties to modify the aggregate dollar amount of Loans and Letters of Credit
which may be outstanding under the Loan Documents, the parties hereto hereby
agree that effective as of the Effective Date (as such term is defined in
Paragraph 5 below):
(a) The definition of the term "Credit Limit" set forth in
Paragraph 12 of the Credit Agreement is hereby amended to read in its entirety
as follows:
"'Credit Limit' shall mean: (a) to but not including November
1, 1999, $30,000,000, (b) from and including November 1, 1999 to but
not including February 1, 2000, $33,000,000, and (c) from and including
February 1, 2000 to and including the Maturity Date, $25,000,000."
(b) Schedule 5 to the Credit Agreement is hereby amended and
restated in its entirety and replaced by Amendment Exhibit 5 in the form
attached hereto.
2. Modification of Reporting Requirement. To reflect the agreement of
the parties with respect to the failure of the Company to have delivered certain
collateral reports prior to the date hereof and to modify existing collateral
reporting requirements, effective as of the Effective Date:
(a) Paragraph 7(b)(5) of the Credit Agreement is hereby
amended to read in its entirety as follows:
"(5) During the period beginning November 1, 1999 and ending
January 31, 2000, no later than the close of business of the Agent on
the second Business Day of each week, as
<PAGE> 2
of the close of business of the Company on the last Business Day of the
immediately preceding week, an Abbreviated Borrowing Base Certificate;
and"
(b) The Agent and the Lenders hereby waive any Event of
Default which may exist as a result of the failure of the Company to have
delivered certain Abbreviated Borrowing Base Certificates as required under
Paragraph 7(b)(5) prior to the Effective Date. Nothing contained herein shall in
any manner or to any extent constitute any agreement by the Agent or the Lender
to waive any other Event of Default which may now or in the future exist under
the Loan Documents, whether such Event of Default is similar to that expressly
waived hereunder or otherwise.
3. Modification of Financial Covenant. To reflect the agreement of the
parties to modify the financial covenants set forth in Paragraph 8(j) of the
Credit Agreement, the parties hereto hereby agree that effective as of the
Effective Date Paragraph 8(j) of the Credit Agreement is hereby amended to read
in its entirety as follows:
"8(j) Ratio of Total Liabilities to Tangible Net Worth. Permit
the Company's ratio of consolidated Total Liabilities to consolidated
Tangible Net Worth to be more than (i) as of March 31, 1999, 4.00:1.00,
(ii) as of June 30, 1999, 6.20:1.00, (iii) as of September 30, 1999,
3.50:1.00, (iv) as of December 31, 1999, 3.25:1.00, and (v) as of March
31, 2000, 2.25:1.00."
4. Reaffirmation of Security Agreement. The Company hereby affirms and
agrees that: (a) the execution and delivery by the Company of and the
performance of its obligations under this Amendment shall not in any way amend,
impair, invalidate or otherwise affect any of the obligations of the Company or
the rights of the Secured Parties under the Security Agreement or any other
document or instrument made or given by the Company in connection therewith, (b)
the term "Obligations" as used in the Security Agreement includes, without
limitation, the Obligations of the Company under the Credit Agreement as amended
hereby and (c) the Security Agreement remains in full force and effect.
5. Effective Date. This Amendment shall be effective as of the date
(the "Effective Date") that the Agent receives the following:
(a) Duly executed signature pages for this Amendment from each
party hereto;
(b) A reaffirmation of guaranty and security agreement in form
and substance acceptable to the Agent and the Lenders, duly executed by each of
Corinthian Marketing, Inc. and Equity Marketing Hong Kong, Ltd.;
(c) A copy of corporate resolutions from the Company,
certified by a Secretary or an Assistant Secretary of the Company, authorizing
the execution, delivery and performance of this Amendment by the Company, and an
incumbency certificate identifying the officers of the Company authorized to
execute this Amendment on behalf of the Company; and
(d) Such other resolutions, incumbency certificates, good
standing certificates or other documents as the Agent may reasonably request.
6. Representations and Warranties. The Company hereby represents and
warrants to the Agent and the Lenders as follows:
(a) The Company has the corporate power and authority and the
legal right to execute, deliver and perform this Amendment and
has taken all necessary corporate action to authorize the
execution, delivery and performance of this Amendment. This
Amendment has been duly executed and delivered on behalf of
the Company and constitutes the legal, valid and binding
obligation of the Company enforceable against the Company in
accordance with its terms, subject to the effect of applicable
bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting the rights of creditors generally and
the effect of equitable principles whether applied in an
action at law or a suit in equity.
2
<PAGE> 3
(b) At and as of the date of execution hereof and at and as of
the Effective Date of this Amendment and both prior to and after giving effect
hereto: (i) the representations and warranties of the Company contained in the
Credit Agreement and the other Loan Documents are accurate and complete in all
material respects, and (ii) there has not occurred an Event of Default or
Potential Default other than such as is expressly waived hereunder.
7. No Other Amendment. Except as expressly amended hereby, the Loan
Documents shall remain in full force and effect as written and amended to date.
8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
EQUITY MARKETING, INC.,
a Delaware corporation
By /s/ TERESA P. COVINGTON
---------------------------------------------
Name Teresa P. Covington
-------------------------------------------
Title Vice President, Finance
-----------------------------------------
SANWA BANK CALIFORNIA, as Agent and as a Lender
By /s/ JENNIFER L. BANKS
---------------------------------------------
Name Jennifer L. Banks
-------------------------------------------
Title Vice President
------------------------------------------
IMPERIAL BANK, as a Lender
By /s/ JENNIFER HUANG
---------------------------------------------
Name Jennifer Huang
-------------------------------------------
Title Commercial Loan Officer
------------------------------------------
3
<PAGE> 4
AMENDMENT SCHEDULE 5
COMMITMENT SCHEDULE
As of the Effective Date of the Third Amendment:
I. Prior to but not including November 1, 1999:
<TABLE>
<CAPTION>
Credit Limit Percentage Shares Maximum Commitment
- ------------ ----------------- ------------------
<S> <C> <C>
$30,000,000 Sanwa Bank California: Sanwa Bank California:
75% $22,500,000
Imperial Bank: Imperial Bank:
25% $ 7,500,000
</TABLE>
II. From and including November 1, 1999 to but not including February 1, 2000:
<TABLE>
<CAPTION>
<S> <C> <C>
Credit Limit Percentage Shares Maximum Commitment
- ------------ ----------------- ------------------
$33,000,000 Sanwa Bank California: Sanwa Bank California:
75% $24,750,000.00
Imperial Bank: Imperial Bank:
25% $8,250,000
</TABLE>
III. From and including February 1, 2000 to and including the Maturity Date:
<TABLE>
<CAPTION>
<S> <C> <C>
Credit Limit Percentage Shares Maximum Commitment
- ------------ ----------------- ------------------
$25,000,000 Sanwa Bank California: Sanwa Bank California:
75% $18,750,000.00
Imperial Bank: Imperial Bank:
25% $6,250,000
</TABLE>
4
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1999 AND THE CONDENSED
CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 897
<SECURITIES> 0
<RECEIVABLES> 33,468
<ALLOWANCES> 2,375
<INVENTORY> 9,698
<CURRENT-ASSETS> 48,209
<PP&E> 9,144
<DEPRECIATION> 3,910
<TOTAL-ASSETS> 77,070
<CURRENT-LIABILITIES> 36,993
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 38,063
<TOTAL-LIABILITY-AND-EQUITY> 77,070
<SALES> 136,802
<TOTAL-REVENUES> 136,802
<CGS> 102,832
<TOTAL-COSTS> 102,832
<OTHER-EXPENSES> 24,428
<LOSS-PROVISION> 298
<INTEREST-EXPENSE> 590
<INCOME-PRETAX> 8,952
<INCOME-TAX> 3,581
<INCOME-CONTINUING> 5,371
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,371
<EPS-BASIC> .86
<EPS-DILUTED> .84
</TABLE>
