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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, 2002

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 [  ]       No [X]

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, 5,748,603 shares as of November 11, 2002.

Table of Contents

EQUITY MARKETING, INC.

Index To Quarterly Report on Form 10-Q
Filed with the Securities and Exchange Commission
September 30, 2002

			Page
Part I.	Financial Information
	Item 1.	Financial Statements		3
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
	Item 4.	Controls and Procedures		26
Part II.	Other Information
	Item 6.	Exhibits and Reports on Form 8-K		27

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EQUITY MARKETING, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

ASSETS

	December 31,					September 30,
	2001					2002
						(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents		$	21,935				$	22,847
Marketable securities			7,200					500
Accounts receivable (net of allowances of $2,336 and $2,596 as of December 31, 2001 and September 30, 2002, respectively)			22,695					29,463
Note receivable (Note 6)			2,183					—
Inventories (Note 2)			9,337					13,581
Prepaid expenses and other current assets			6,775					6,607
Total current assets			70,125					72,998
Fixed assets, net			4,178					4,243
Goodwill (Notes 2 and 7)			24,690					33,091
Other intangibles, net (Notes 2 and 7)			749					846
Other assets			1,620					1,547
Total assets		$	101,362				$	112,725

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)

	December 31,					September 30,
	2001					2002
						(Unaudited)
CURRENT LIABILITIES:
Accounts payable		$	22,114				$	24,001
Accrued liabilities			11,391					20,422
Total current liabilities			33,505					44,423
LONG-TERM LIABILITIES			2,335					2,143
Total liabilities			35,840					46,566
COMMITMENTS AND CONTINGENCIES
Mandatory redeemable preferred stock, Series A senior cumulative participating convertible, $.001 par value per share, 25,000 issued and outstanding, stated at liquidation preference of $1,000 per share ($25,000), net of issuance costs			23,049					23,049
STOCKHOLDERS’ EQUITY:
Preferred stock, $.001 par value per share, 1,000,000 shares authorized, 25,000 Series A issued and outstanding			—					—
Common stock, $.001 par value per share, 50,000,000 shares authorized, 5,715,293 and 5,748,603 shares outstanding as of December 31, 2001 and September 30, 2002, respectively			—					—
Additional paid-in capital			20,050					20,854
Retained earnings			35,964					35,689
Accumulated other comprehensive income			242					1,366
			56,256					57,909
Less–
Treasury stock, 2,869,793 and 2,899,608 shares, at cost, as of December 31, 2001 and September 30, 2002, respectively (Note 4)			(13,773)					(14,164)
Unearned compensation			(10)					(635)
Total stockholders’ equity			42,473					43,110
Total liabilities and stockholders’ equity		$	101,362				$	112,725

The accompanying notes are an integral part of these
condensed consolidated balance sheets.

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EQUITY MARKETING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2001				2002				2001				2002
REVENUES		$	40,828			$	53,119			$	97,092			$	136,385
COST OF SALES			29,187				38,084				69,258				99,865
FORGIVENESS OF NOTE RECEIVABLE (Note 6)			—				—				—				1,685
Gross profit			11,641				15,035				27,834				34,835
OPERATING EXPENSES:
Salaries, wages and benefits			4,152				6,054				11,428				14,979
Selling, general and administrative			4,725				5,490				12,001				14,552
Integration costs (Note 7)			81				161				81				219
Restructuring charge (Note 8)			—				178				—				178
Total operating expenses			8,958				11,883				23,510				29,928
Income from operations			2,683				3,152				4,324				4,907
OTHER INCOME, net			206				121				1,400				191
Income before provision for income taxes and cumulative effect of change in accounting principles			2,889				3,273				5,724				5,098
PROVISION FOR INCOME TAXES			1,088				1,142				2,148				1,752
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLES		$	1,801			$	2,131			$	3,576			$	3,346
Cumulative effect of change in accounting principles, net of tax (Note 2)			—				—				—				(2,496	)
Net income		$	1,801			$	2,131			$	3,576			$	850
NET INCOME			1,801				2,131				3,576				850
PREFERRED STOCK DIVIDENDS			375				375				1,125				1,125
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS			1,426				1,756				2,451				(275	)
BASIC INCOME (LOSS) PER SHARE
Income per share before cumulative effect of change in accounting principles		$	0.24			$	0.31			$	0.41			$	0.39
Cumulative effect of change in accounting principles			—				—				—				(0.44	)
BASIC INCOME (LOSS) PER SHARE		$	0.24			$	0.31			$	0.41			$	(0.05	)
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING			5,978,322				5,740,001				6,048,926				5,714,546
DILUTED (LOSS) INCOME PER SHARE
Income per share before cumulative effect of change in accounting principles		$	0.23			$	0.28			$	0.39			$	0.38
Cumulative effect of change in accounting principles			—				—				—				(0.42	)
DILUTED INCOME (LOSS) PER SHARE		$	0.23			$	0.28			$	0.39			$	(0.05	)
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING			7,877,538				7,582,285				6,223,071				5,908,233

The accompanying notes are an integral part of these
condensed consolidated financial statements.

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EQUITY MARKETING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)
(UNAUDITED)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2001				2002				2001				2002
NET INCOME		$	1,801			$	2,131			$	3,576			$	850
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustments (Note 2)			377				222				377				1,164
Unrealized gain (loss) on foreign currency forward contracts (Note 2)			—				130				—				(40	)
COMPREHENSIVE INCOME		$	2,178			$	2,483			$	3,953			$	1,974

The accompanying notes are an integral part of these
condensed consolidated financial statements.

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EQUITY MARKETING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

		Nine Months Ended September 30,
		2001				2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	3,576			$	850
Adjustments to reconcile net income to net cash provided by operating activities:
Cumulative effect of change in accounting principles, net of tax			—				2,496
Depreciation and amortization			1,770				1,311
Provision for doubtful accounts			163				334
(Gain) loss on disposal of fixed assets			3				(12	)
Tax benefit from exercise of stock options			246				16
Amortization of restricted stock			—				33
Forgiveness of note receivable			—				1,685
Changes in operating assets and liabilities:
Increase (decrease) in cash and cash equivalents:
Accounts receivable			3,228				(4,250	)
Note receivable			6,171				498
Inventories			(1,409	)			(2,430	)
Prepaid expenses and other current assets			(277	)			2,552
Other assets			(665	)			75
Accounts payable			(1,291	)			(1,234	)
Accrued liabilities			(7,149	)			4,120
Long-term liabilities			(72	)			(92	)
Net cash provided by operating activities			4,294				5,952
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets			(889	)			(624	)
Proceeds from sale of fixed assets			—				133
Proceeds from sale of marketable securities			5,100				6,700
Payment for purchase of UPSHOT			—				(9,997	)
Payment for purchase of Logistix Limited, net of $1,747 cash acquired			(11,408	)			—
Payment for purchase of Contract Marketing, Inc. and U.S. Import and Promotion Co.			(556	)			—
Net cash used in investing activities			(7,753	)			(3,788	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of preferred stock dividends			(1,125	)			(1,125	)
Purchase of treasury stock			(5,078	)			(391	)
Proceeds from exercise of stock options			1,227				130
Net cash used in financing activities			(4,976	)			(1,386	)
Net (decrease) increase in cash and cash equivalents			(8,435	)			778
Effects of exchange rate changes on cash and cash equivalents			28				134
CASH AND CASH EQUIVALENTS, beginning of period			32,405				21,935
CASH AND CASH EQUIVALENTS, end of period		$	23,998			$	22,847
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID FOR:
Interest		$	157			$	184
Income taxes		$	2,179			$	255

The accompanying notes are an integral part of these
condensed consolidated financial statements.

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EQUITY MARKETING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

NOTE 1 – ORGANIZATION AND BUSINESS

Equity Marketing, Inc., a Delaware corporation and subsidiaries (the “Company”), is a leading global marketing services company based in Los Angeles, with offices in Chicago, New York, London, Paris and Hong Kong. The Company focuses on the design and execution of strategy-based marketing programs, with particular expertise in the areas of: strategic planning and research, entertainment marketing, design and manufacturing of custom promotional products, promotion, event marketing, collaborative marketing and environmental marketing. The Company’s clients include Burger King Corporation, CVS/pharmacy, Diageo, Kellogg’s, Morgan Stanley, and Procter & Gamble, among others. The Company complements its core promotions business by developing and marketing distinctive consumer products, based on trademarks it owns or classic licensed properties, which are sold through specialty and mass-market retailers. The Company primarily sells to customers in the United States and Europe.

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 performing and/or procuring product sourcing, product engineering, quality control inspections, independent safety testing and export/import documentation.

On July 31, 2001, the Company acquired 100% of the common stock of Logistix Limited, a United Kingdom corporation, (“Logistix”) (see Note 7 — Acquisitions). Logistix is a marketing services agency which focuses primarily on assisting consumer packaged goods companies in their efforts to market to children between the ages of seven and fourteen by developing and executing premium-based promotions and by providing marketing consulting services. Logistix also derives a portion of its revenues from a consumer products business which holds the license for the Robot Wars® entertainment property, among others.

On July 17, 2002, the Company acquired the principal assets of Promotional Marketing, L.L.C. d/b/a UPSHOT, an Illinois limited liability company (“UPSHOT”) (see Note 7 — Acquisitions). UPSHOT is a marketing agency, specializing in promotion, event, collaborative, and environmental marketing. UPSHOT has a reputation for creating highly successful integrated marketing programs for world class brands such as Diageo, Morgan Stanley, and Procter & Gamble.

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 accounting principles generally accepted in the United States 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 accounting principles generally accepted in the United States 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, 2001.

Net Income per Share

Basic net income per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Net income available to common stockholders represents reported net income (loss) less preferred stock dividend requirements.

Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted EPS includes in-the-money options and warrants using the treasury stock method and also includes the dilutive effect of the assumed conversion of preferred stock using the if-converted method. Options and warrants to purchase 1,481,666 and 1,918,666 shares of common stock, $.001 par value per share (the “Common Stock”), as of September 30, 2001 and 2002, respectively, were excluded from the computation of diluted EPS as they would have been anti-dilutive. For the nine

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months ended September 30, 2001 and 2002, preferred stock convertible into 1,694,915 shares of common stock was excluded from the computation of diluted EPS as it would have been anti-dilutive.

The following is a reconciliation of the numerators and denominators of the basic and diluted EPS computation for “income available to common shareholders” and other disclosures required by Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings per Share”:

	For the Three Months Ended September 30,
	2001												2002
	Income (Numerator)				Shares (Denominator)				Per Share Amount				Income (Numerator)				Shares (Denominator)				Per Share Amount
Basic EPS:
Income available to common stockholders	$	1,426				5,978,322			$	0.24			$	1,756				5,740,001			$	0.31
Preferred stock dividends		375				—								375				—
Effect of dilutive securities:
Options and warrants		—				204,301								—				147,369
Convertible preferred stock		—				1,694,915								—				1,694,915
Dilutive EPS:
Income available to common stockholders and assumed conversion	$	1,801				7,877,538			$	0.23			$	2,131				7,582,285			$	0.28

	For the Nine Months Ended September 30,
	2001												2002
	Income (Numerator)				Shares (Denominator)				Per Share Amount				Income (Numerator)				Shares (Denominator)				Per Share Amount
Basic EPS:
Income(loss) available to common stockholders	$	2,451				6,048,926			$	0.41			$	(275	)			5,714,546			$	(0.05)
Effect of dilutive securities:
Options and warrants		—				174,145								—				193,687
Dilutive EPS:
Income (loss) available to common stockholders and assumed conversion	$	2,451				6,223,071			$	0.39			$	(275	)			5,908,233			$	(0.05)

Inventories

Inventories consist of (a) production-in-process which primarily represents tooling costs which are deferred and amortized over the life of the products and deferred costs on service contracts and (b) purchased finished goods held for sale to customers and purchased finished goods in transit to customers’ distribution centers. Inventories are stated at the lower of average cost or market. As of December 31, 2001 and September 30, 2002, inventories consisted of the following:

	December 31, 2001				September 30, 2002
Production-in-process	$	3,991			$	3,334
Finished goods		5,346				10,247
	$	9,337			$	13,581

As of September 30, 2002, inventories increased $4,244 to $13,581 from $9,337 at December 31, 2001. This increase in inventories is primarily the result of increased promotional programs expected to be delivered in the fourth quarter of 2002 relative to the first quarter of 2002.

Foreign Currency Translation

Net foreign exchange gains or losses resulting from the translation of foreign subsidiaries’ accounts whose functional currency is not the United States dollar are recognized as a component of accumulated other comprehensive income in stockholders’ equity. For such subsidiaries their accounts are translated into United States dollars at the following rates of exchange: assets and liabilities at period-end exchange rates, equity accounts at historical rates, and income and expense accounts at average exchange rates during the period.

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For subsidiaries with transactions denominated in currencies other than their functional currency, net foreign exchange transaction gains or losses are included in determining net income. Transaction gains or losses included in net income for the quarters ended September 30, 2001 and 2002 were not significant.

Derivative Instruments

The Company adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” which establishes accounting and reporting standards for derivative instruments and for hedging activities. SFAS No. 133 requires that an entity recognize derivatives as either assets or liabilities on the balance sheet and measure those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

The Company designates its derivatives based upon criteria established by SFAS No. 133. For a derivative designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributed to the risk being hedged. For a derivative designated as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income and subsequently reclassified into earnings when the hedged exposure affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately.

The Company uses derivatives to manage exposures to foreign currency. The Company’s objective for holding derivatives is to decrease the volatility of earnings and cash flows associated with changes in foreign currency. The Company enters into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations on foreign currency receivables, investments, and payables. The gains and losses on the foreign exchange forward contracts offset the transaction gains and losses on the foreign currency receivables, investments, and payables recognized in earnings. The Company does not enter into foreign exchange forward contracts for trading purposes. Gains and losses on the contracts are included in other income (expense) in the consolidated statement of operations and offset foreign exchange gains or losses from the revaluation of intercompany balances or other current assets, investments, and liabilities denominated in currencies other than the functional currency of the reporting entity. The Company’s foreign exchange forward contracts related to current assets and liabilities generally range from one to nine months in original maturity.

The Company’s Logistix subsidiary entered into four foreign currency forward contracts to sell Euro’s in exchange for pound sterling aggregating GBP 1,181 at an average rate of 1.596. These contracts expire on various dates between December 2002 and March 2003. At September 30, 2002, these foreign currency forward contracts had a balance of GBP 1,181 and an estimated fair value of $(10). The fair value of these foreign currency forward contracts is recorded in accrued liabilities in the accompanying condensed consolidated balance sheet as of September 30, 2002. The unrealized loss on these contracts is reflected in accumulated other comprehensive income.

Revenue Recognition

For product related sales, the Company records revenues when title and risk of loss pass to the customer. When a right of return exists, the Company’s practice is to estimate and provide for any future returns at the time of sale, in accordance with SFAS No. 48, “Revenue Recognition When Right of Return Exists.” Accruals for customer discounts and rebates and defective returns are recorded as the related revenues are recognized.

Service revenues include all amounts that are billable to clients under service contracts. Service related revenues are recognized on a time and materials basis, or on a straight-line basis, depending on the contract. Revenues from time and materials service contracts are recognized as the services are rendered. Revenues from fixed price retainer contracts are recognized on a straight-line basis over the contract term. Losses on contracts are recognized during the period in which the loss first becomes probable and reasonably estimable. Reimbursements, including those relating to travel and other out-of-pocket expenses, and other similar third-party costs, such as printing costs, are included in revenues, and an equivalent amount of reimbursable expenses are included in cost of sales. Service revenues for the three months ended September 30, 2001 and 2002 totaled $1,339 and $5,944, respectively. Service revenues for the nine months ended September 30, 2001 and 2002 totaled $2,445 and $6,435, respectively. Unbilled revenues represent revenues recognized in advance of billings rendered based on work performed to date on certain service contracts. Unbilled revenues as of December 31, 2001 and September 30, 2002 totaled $0 and $1,067, respectively. Unbilled revenues are recorded in accounts receivable in the accompanying condensed consolidated balance sheet as of September 30, 2002. Unbilled revenues are expected to be billed and collected within the next six months.

The Company’s revenue recognition policies are in compliance with the Securities and Exchange Commission’s Staff Accounting Bulletin No. 101: “Revenue Recognition in Financial Statements.”

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Goodwill and Other Intangibles

SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets” were approved by the Financial Accounting Standards Board (“FASB”) effective June 30, 2001 for business combinations consummated after June 30, 2001. SFAS No. 141 eliminates the pooling-of-interests method for business combinations and requires use of the purchase method. SFAS No. 142 changes the accounting for goodwill and certain other intangible assets from an amortization approach to a non-amortization (impairment) approach. The statement requires amortization of goodwill recorded in connection with previous business combinations to cease upon adoption of the statement by calendar year companies on January 1, 2002. The statement required the Company to perform a transitional goodwill impairment test, using values as of the beginning of the fiscal year that SFAS No. 142 is adopted. The Company completed the goodwill transitional impairment test in the second quarter of 2002. As a result, the Company determined that a non-cash charge in the amount of $2,496, net of tax, is required in connection with the goodwill resulting from the 1998 acquisition of Contract Marketing, Inc. and U.S. Import and Promotions Co., collectively referred to as “USI.” The transition charge is reflected as a cumulative effect of change in accounting principles effective January 1, 2002, and therefore, results for the quarter ended March 31, 2002 have been adjusted retroactively. The Company has adopted the provisions of these statements for the acquisition of Logistix (see Note 7) effective July 1, 2001 and for all other acquisitions effective January 1, 2002. Accordingly, beginning on January 1, 2002, the Company has foregone all related goodwill amortization expense, which totaled $125 and $367, net of tax effect, for the three and nine months ended September 30, 2001, respectively.

Prior to implementing SFAS No. 142, the Company reviewed all goodwill assets for impairment under the methodology of SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.” The undiscounted cash flows associated with all goodwill assets were in excess of the book value of the related goodwill assets, including USI goodwill. Therefore, no goodwill assets, including USI goodwill, were considered impaired under SFAS No. 121.

For the three and nine months ended September 30, 2001, the reconciliation of reported net income and diluted income per share to adjusted net income and adjusted diluted net income per share reflecting the elimination of goodwill amortization is as follows:

		Three Months Ended September 30, 2001				Nine Months Ended September 30, 2001
Net income available to common stockholders, as reported		$	1,426			$	2,451
Add back: Elimination of goodwill amortization (net of tax effect)			125				367
Net income available to common stockholders, as adjusted		$	1,551			$	2,818
Diluted income per share
Income per share, as reported		$	0.23			$	0.39
Add back: Elimination of goodwill amortization (net of tax effect)			0.02				0.06
Income per share, as adjusted		$	0.25			$	0.45

The change in the carrying amount of goodwill from $24,690 as of December 31, 2001 to $33,091 as of September 30, 2002 reflects: the acquisition of UPSHOT of $11,571, the USI goodwill impairment charge of $(4,000), a foreign currency translation adjustment of $924 and the adjustment to reflect the net reduction to goodwill for the Logistix acquisition of $(94) (see Note 7). The entire balance of the goodwill relates to the promotions segment.

Identifiable intangibles of $846 as of September 30, 2002, and $749 as of December 31, 2001, a portion of which are subject to amortization, are included in other intangibles in the condensed consolidated balance sheets.

Under the provisions of SFAS No. 142, the carrying value of assets acquired, including goodwill, are reviewed annually. During such a review the Company will estimate the fair value of the reporting unit to which the assets were assigned by discounting the reporting unit’s estimated future cash flows before interest. The Company will compare the discounted flows to the carrying value of the acquired net assets to determine if an impairment loss has occurred. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds their estimated fair values.

Royalties

The Company enters into agreements to license intellectual properties such as trademarks, copyrights, and patents. The agreements may call for minimum amounts of royalties to be paid in advance and throughout the term of the agreement, which are non-refundable in the

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event that product sales fail to meet certain minimum levels. Advance royalties resulting from such transactions are stated at the lower of the amounts paid or the amounts estimated to be recoverable from future sales of the related products. Furthermore, minimum guaranteed royalty commitments are reviewed on a periodic basis to ensure that amounts are recoverable based on estimates of future sales of the products under license. A loss provision will be recorded in the consolidated statements of operations to the extent that future minimum royalty guarantee commitments are not recoverable. Estimated future sales are projected based on historical experience, including that of similar products, and anticipated advertising and marketing support by the licensor.

Recent Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which the obligation is incurred. When the liability is initially recorded, the entity capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. SFAS No. 143 is effective for 2003. The impact of such adoption is not anticipated to have a material effect on the Company’s financial position and results of operations.

In October 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 requires that long-lived assets be measured at the lower of the carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. SFAS No. 144 is effective for 2002 and generally is to be applied prospectively. The Company adopted SFAS No. 144 beginning January 1, 2002. The impact of such adoption did not have a material effect on the Company’s financial statements.

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 requires that gains and losses from extinguishment of debt be classified as extraordinary items only if they meet the criteria in Accounting Principles Board Opinion No. 30 (“Opinion No. 30”). Applying the provisions of Opinion No. 30 will distinguish transactions that are part of an entity’s recurring operations from those that are unusual and infrequent and meet the criteria for classification as an extraordinary item. SFAS No. 145 is effective for the Company beginning January 1, 2003. The Company does not expect a material impact on the consolidated financial statements as a result of the adoption of SFAS No.  145.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which supercedes Emerging Issues Task Force (“EITF”) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity.” SFAS No. 146 requires that a liability for a cost associated with an exit activity or disposal activity be recognized and measured initially at fair value only when the liability is incurred. EITF Issue No. 94-3 requires recognition of a liability at the date an entity commits to an exit plan. All provisions of SFAS No. 146 will be effective for exit or disposal activities initiated after December 31, 2002. Consistent with the provisions of SFAS No. 146, the Company ’s previously issued financial statements will not be restated. The Company is in the process of determining the impact SFAS No. 146 may have on its financial position and results of operations when it becomes effective.

Reclassifications

Certain reclassifications have been made to the 2001 condensed consolidated financial statements to conform with the 2002 presentation. Such reclassifications did not change our previously reported net income or total common stockholders’ equity.

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NOTE 3 – LINE OF CREDIT

On April 24, 2001, the Company signed a credit facility (the “Facility”) with Bank of America. The credit facility is secured by substantially all of the Company’s assets and provides for a line of credit of up to $35,000 for three years from the date of closing with borrowing availability determined by a formula based on qualified assets. Interest on outstanding borrowings will be based on either a fixed rate equivalent to LIBOR plus an applicable spread of between 1.50 and 2.25 percent or a variable rate equivalent to the bank ’s reference rate plus an applicable spread of between zero and 0.50 percent. The Company is also required to pay an unused line fee of between zero and 0.60 percent per annum and certain letter of credit fees. The applicable spread is based on the achievement of certain financial ratios. The Facility also requires the Company to comply with certain restrictions and covenants as amended from time to time. On November 14, 2001, February 8, 2002 and September 30, 2002, certain covenants under the facility were amended. As of September 30, 2002, the Company was in compliance with the amended restrictions and covenants. The Facility may be used for working capital and acquisition financing purposes. As of September 30, 2002, there were no amounts outstanding under the Facility.

Letters of credit outstanding as of December 31, 2001 and September 30, 2002 totaled $551 and $973, respectively.

NOTE 4 – STOCK REPURCHASE

On July 21, 2000, the Company’s Board of Directors authorized up to $10,000 for the repurchase of the Company’s common stock over a twelve month period. In the period from July 21, 2000 to July 21, 2001, the Company spent $6,448 to purchase an aggregate of 525,094 shares at an average price of $12.28 per share including commissions. On July 24, 2001, the Company’s Board of Directors authorized up to an additional $10,000 for the repurchase of the Company’s common stock over a twelve month period. In the period from August 2, 2001 through July 11, 2002, the Company spent $5,587 to purchase 453,215 shares at an average price of $12.33 per share including commissions. On July 12, 2002, the Company’s Board of Directors authorized up to an additional $10,000 for the repurchase of the Company’s common stock. No shares have been repurchased as of September 30, 2002 under this authorization. The duration of the current buyback program is indefinite; provided, however, that the Company’s Board of Directors intends to review the program quarterly. Purchases are conducted in the open market at prevailing prices, based on market conditions when the Company is not in a quiet period. The Company may also transact purchases effected as block trades, as well as certain negotiated, off-exchange purchases not in the open market. Since initiating the overall buyback program on July 20, 2000, the Company has spent $12,035 to purchase a total of 978,309 shares at an average price of $12.30 per share including commissions. This repurchase program is being funded through working capital.

NOTE 5 – SEGMENTS

Effective January 1, 1998, the Company adopted the provisions of SFAS 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 provides various services involving strategic planning, research, entertainment marketing, event marketing, environmental marketing and the design and execution of strategy-based marketing programs and produces promotional products used as free premiums or sold in conjunction with the purchase of other items. Promotional programs are used for marketing purposes by both the companies sponsoring the promotions and the licensors of the entertainment properties on which the promotional programs are based. The consumer products segment designs and contracts for the manufacture of toys and other consumer products for sale to major mass market and specialty retailers, who in turn sell the products to consumers.

Earnings of industry segments exclude interest income, interest expense, depreciation expense, restructuring, 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 and include inventories, receivables, goodwill and other intangibles. Corporate assets consist of cash, certain corporate receivables, fixed assets, and certain trademarks.

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Industry Segments

		As of and For the Three Months Ended September 30, 2001
		Promotions				Consumer Products				Corporate				Total
Total revenues		$	30,958			$	9,870			$	—			$	40,828
Income (loss) before provision (benefit) for income taxes		$	4,811			$	1,953			$	(3,875	)		$	2,889
Provision (benefit) for income taxes			1,812				735				(1,459	)			1,088
Net income (loss)		$	2,999			$	1,218			$	(2,416	)		$	1,801
Fixed asset additions		$	—			$	—			$	306			$	306
Depreciation and amortization		$	274			$	—			$	394			$	668
Total assets		$	68,202			$	3,457			$	36,031			$	107,690

		As of and For the Three Months Ended September 30, 2002
		Promotions				Consumer Products				Corporate				Total
Total revenues		$	42,711			$	10,408			$	—			$	53,119
Income (loss) before provision (benefit) for income taxes		$	7,143			$	1,058			$	(4,928	)		$	3,273
Provision (benefit) for income taxes			2,623				372				(1,853	)			1,142
Net income (loss)		$	4,520			$	686			$	(3,075	)		$	2,131
Fixed asset additions		$	—			$	—			$	167			$	167
Depreciation and amortization		$	65			$	17			$	426			$	508
Total assets		$	70,546			$	6,405			$	35,774			$	112,725

		As of and For the Nine Months Ended September 30, 2001
		Promotions				Consumer Products				Corporate				Total
Total revenues		$	78,549			$	18,543			$	—			$	97,092
Income (loss) before provision (benefit) for income taxes		$	13,014			$	3,063			$	(10,353	)		$	5,724
Provision (benefit) for income taxes			4,863				1,142				(3,857	)			2,148
Net income (loss)		$	8,151			$	1,921			$	(6,496	)		$	3,576
Fixed asset additions		$	—			$	—			$	889			$	889
Depreciation and amortization		$	641			$	—			$	1,129			$	1,770
Total assets		$	68,202			$	3,457			$	36,031			$	107,690

		As of and For the Nine Months Ended September 30, 2002
		Promotions				Consumer Products				Corporate				Total
Total revenues		$	112,608			$	23,777			$	—			$	136,385
Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principles		$	15,438			$	2,205			$	(12,545	)		$	5,098
Provision (benefit) for income taxes			5,335				724				(4,307	)			1,752
Income (loss) before cumulative effect of change in accounting principles			10,103				1,481				(8,238	)			3,346
Cumulative effect of change in accounting principles, net of tax			2,496				—				—				2,496
Net income (loss)		$	7,607			$	1,481			$	(8,238	)		$	850
Fixed asset additions		$	—			$	—			$	624			$	624
Depreciation and amortization		$	134			$	49			$	1,128			$	1,311
Total assets		$	70,546			$	6,405			$	35,774			$	112,725