|
☒
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the Fiscal Year Ended December 31, 2018
|
☐
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
95-4527222
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
2951 28
th
St.
|
|
Santa Monica, California
|
90405
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange
on which registered
|
Common Stock, $.001 par value per share
|
Nasdaq Global Select
|
☐ Large Accelerated Filer
|
☒ Accelerated Filer
|
☐ Non-Accelerated Filer
|
☒ Smaller Reporting Company
|
☐ Emerging growth company
|
|
|
Page
|
|
|
|
Item 1B.
|
Unresolved Staff Comments
|
None
|
|
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
None
|
Item 9B.
|
Other Information
|
None
|
|
|
|
|
|
|
|
||
Certifications
|
|
|
●
|
Action figures and accessories, including licensed characters based on the
Harry Potter
®,
Incredibles 2
, and
Nintendo
® franchises;
|
|
|
●
|
Toy vehicles, including
Max Tow
®,
Road Champs
®,
Fly Wheels
® and
MXS
® toy vehicles and accessories;
|
|
|
●
|
Dolls and accessories, including small dolls, large dolls, fashion dolls and baby dolls based on licenses, including
Disney Frozen
,
Disney Princess, Fancy Nancy, Minnie Mouse Fashion Dolls
;
and infant and pre-school products based on PBS’s
Daniel Tiger’s Neighborhood®
;
|
|
|
●
|
Private label products as “exclusives” for certain retail customers in various product categories; and
|
|
|
●
|
Foot-to-floor ride-on products, including those based on
Fisher Price®, Nickelodeon, and Entertainment One licenses
and inflatable environments, tents and wagons;
|
|
|
●
|
Role play, dress-up, pretend play and novelty products for boys and girls based on well-known brands and entertainment properties such as
Disney Frozen, Black & Decker
®
, Disney Princess
, and
Fancy Nancy
, as well as those based on our own proprietary brands;
|
|
|
●
|
Indoor and outdoor kids’ furniture, activity trays and tables and room décor; kiddie pools, seasonal and outdoor products, including those based on
Disney
characters,
Nickelodeon, and Entertainment One licenses
, and
Funnoodle
® pool floats;
|
|
|
●
|
Halloween and everyday costumes for all ages based on licensed and proprietary non-licensed brands, including
Super Mario Bros.
®
, Microsoft’s Halo
®
, Lego
®
Movie, Toy Story, Sesame Street®, Power Rangers®¸Hasbro®
brands and
Disney Frozen, Disney Princess
and related Halloween accessories; and
|
|
|
●
|
Outdoor activity toys including
MORFBoard
®, an action sports eco-system that begins with one board that transforms into different modules for skate, scoot, balance, and bounce activities. Junior sports toys including
Skyball
® hyper-charged balls, sport sets and
Wave Hoops
® toy hoops marketed under our Maui® brand.
|
|
●
|
the phenomenon of children outgrowing toys at younger ages, particularly in favor of interactive and high
technology products;
|
|
●
|
increasing use of technology;
|
|
●
|
shorter life cycles for individual products; and
|
|
●
|
higher consumer expectations for product quality, functionality and value.
|
|
●
|
our current products will continue to be popular with consumers;
|
|
●
|
the products that we introduce will achieve any significant degree of market acceptance;
|
|
●
|
the life cycles of our products will be sufficient to permit us to recover our inventory costs, and licensing, design, manufacturing, marketing and other costs associated with those products; or
|
|
●
|
our inclusion of new technology will result in higher sales or increased profits.
|
|
●
|
Our current licenses require us to pay minimum royalties
|
|
●
|
Some of our licenses are restricted as to use and include other restrictive provisions
|
|
●
|
New licenses are difficult and expensive to obtain
|
|
●
|
A limited number of licensors account for a large portion of our net sales
|
|
●
|
media associated with our character-related and theme-related product lines will be released at the times we expect or will be successful;
|
|
●
|
the success of media associated with our existing character-related and theme-related product lines will result in substantial promotional value to our products;
|
|
●
|
we will be successful in renewing licenses upon expiration of terms that are favorable to us; or
|
|
●
|
we will be successful in obtaining licenses to produce new character-related and theme-related products in the future.
|
|
●
|
greater financial resources;
|
|
●
|
larger sales, marketing and product development departments;
|
|
●
|
stronger name recognition;
|
|
●
|
longer operating histories; and
|
|
●
|
greater economies of scale.
|
|
●
|
currency conversion risks and currency fluctuations;
|
|
●
|
limitations, including taxes, on the repatriation of earnings;
|
|
●
|
political instability, civil unrest and economic instability;
|
|
●
|
greater difficulty enforcing intellectual property rights and weaker laws protecting such rights;
|
|
●
|
complications in complying with laws in varying jurisdictions and changes in governmental policies;
|
|
●
|
greater difficulty and expenses associated with recovering from natural disasters, such as earthquakes,
hurricanes and floods;
|
|
●
|
transportation delays and interruption;
|
|
●
|
work stoppages;
|
|
●
|
the potential imposition of tariffs; and
|
|
●
|
the pricing of intercompany transactions may be challenged by taxing authorities in both foreign jurisdictions
and the United States, with potential increases in income and other taxes.
|
|
●
|
product liability claims;
|
|
●
|
loss of sales;
|
|
●
|
diversion of resources;
|
|
●
|
damage to our reputation;
|
|
●
|
increased warranty and insurance costs; and
|
|
●
|
removal of our products from the market.
|
|
●
|
attractiveness of products;
|
|
●
|
suitability of distribution channels;
|
|
●
|
management ability;
|
|
●
|
financial condition and results of operations; and
|
|
●
|
the degree to which acquired operations can be integrated with our operations.
|
|
●
|
difficulties in integrating acquired businesses or product lines, assimilating new facilities and personnel
and harmonizing diverse business strategies and methods of operation;
|
|
●
|
diversion of management attention from operation of our existing business;
|
|
●
|
loss of key personnel from acquired companies;
|
|
●
|
failure of an acquired business to achieve targeted financial results; and
|
|
●
|
limited capital to finance acquisitions.
|
Property
|
Location
|
Approximate
Square Feet
|
Lease Expiration
Date
|
|
US and Canada *
|
|
|
|
|
Distribution Center
|
City of Industry, California
|
800,000
|
|
April 30, 2023
|
Disguise Office
|
Poway, California
|
24,200
|
|
March 31, 2021
|
Corporate Headquarters/Showroom
|
Santa Monica, California
|
65,858
|
|
January 31, 2024
|
Distribution Center
|
Brampton, Ontario, Canada
|
105,712
|
|
December 31, 2019
|
|
|
|
|
|
International *
|
|
|
|
|
Europe Office
|
Bracknell, United Kingdom
|
8,957
|
|
January 19, 2027
|
Hong Kong Headquarters
|
Kowloon, Hong Kong
|
41,130
|
|
June 30, 2019
|
|
December 31,
2014
|
|
December 31,
2015
|
|
December 31,
2016
|
|
December 31,
2017
|
|
December 31,
2018
|
|||||
JAKKS Pacific
|
1.2
|
%
|
|
17.1
|
%
|
|
(35.3
|
)%
|
|
(54.4
|
)%
|
|
(37.5
|
)%
|
Peer Group
|
11.7
|
|
|
39.4
|
|
|
7.0
|
|
|
42.8
|
|
|
(20.2
|
)
|
Russell 2000
|
4.9
|
|
|
(4.4
|
)
|
|
21.3
|
|
|
14.7
|
|
|
(11.0
|
)
|
|
January 1,
2014
|
|
December 31,
2014
|
|
December 31,
2015
|
|
December 31,
2016
|
|
December 31,
2017
|
|
December 31,
2018
|
||||||||||||
JAKKS Pacific
|
$
|
100.0
|
|
|
$
|
101.2
|
|
|
$
|
118.5
|
|
|
$
|
76.6
|
|
|
$
|
35.0
|
|
|
$
|
21.9
|
|
Peer Group
|
100.0
|
|
|
111.7
|
|
|
155.7
|
|
|
166.6
|
|
|
237.9
|
|
|
189.9
|
|
||||||
Russell 2000
|
100.0
|
|
|
104.9
|
|
|
100.3
|
|
|
121.6
|
|
|
139.5
|
|
|
124.1
|
|
Plan Category
|
|
Number of
Securities to
be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
(a)
|
|
Weighted-
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights
(b)
|
|
Number of
Securities
Remaining
Available for
Future Issuance
Under
Equity
Compensation
Plans, Excluding
Securities Reflected
in
Column (a)
(c)
|
||||
Equity compensation plans approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
1,157,210
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
1,157,210
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
810,060
|
|
|
$
|
745,741
|
|
|
$
|
706,603
|
|
|
$
|
613,111
|
|
|
$
|
567,810
|
|
Cost of sales
|
574,253
|
|
|
517,172
|
|
|
483,582
|
|
|
457,430
|
|
|
412,094
|
|
|||||
Gross profit
|
235,807
|
|
|
228,569
|
|
|
223,021
|
|
|
155,681
|
|
|
155,716
|
|
|||||
Selling, general and administrative expenses
|
203,326
|
|
|
198,039
|
|
|
205,915
|
|
|
205,223
|
|
|
185,142
|
|
|||||
Goodwill and other intangibles impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
13,536
|
|
|
—
|
|
|||||
Restructuring charge
|
1,154
|
|
|
—
|
|
|
—
|
|
|
1,080
|
|
|
1,114
|
|
|||||
Acquisition related and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,633
|
|
|||||
Income (loss) from operations
|
31,327
|
|
|
30,530
|
|
|
17,106
|
|
|
(64,158
|
)
|
|
(32,173
|
)
|
|||||
Change in fair value of business combination liability
|
5,932
|
|
|
5,642
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income from joint ventures
|
314
|
|
|
2,761
|
|
|
889
|
|
|
105
|
|
|
227
|
|
|||||
Other income (expense), net
|
—
|
|
|
—
|
|
|
305
|
|
|
342
|
|
|
152
|
|
|||||
Loss on extinguishment of convertible senior notes
|
—
|
|
|
—
|
|
|
—
|
|
|
(611
|
)
|
|
(453
|
)
|
|||||
Change in fair value of convertible senior notes
|
—
|
|
|
—
|
|
|
—
|
|
|
(308
|
)
|
|
2,948
|
|
|||||
Write-off of investment in DreamPlay, LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,000
|
)
|
|
—
|
|
|||||
Interest income
|
112
|
|
|
62
|
|
|
51
|
|
|
37
|
|
|
68
|
|
|||||
Interest expense
|
(12,461
|
)
|
|
(12,402
|
)
|
|
(12,975
|
)
|
|
(9,829
|
)
|
|
(10,243
|
)
|
|||||
Income (loss) before provision for income taxes
|
25,224
|
|
|
26,593
|
|
|
5,376
|
|
|
(81,422
|
)
|
|
(39,474
|
)
|
|||||
Provision for income taxes
|
3,715
|
|
|
3,423
|
|
|
4,127
|
|
|
1,606
|
|
|
2,951
|
|
|||||
Net income (loss)
|
21,509
|
|
|
23,170
|
|
|
1,249
|
|
|
(83,028
|
)
|
|
(42,425
|
)
|
|||||
Net income (loss) attributable to non-controlling interests
|
—
|
|
|
(84
|
)
|
|
6
|
|
|
57
|
|
|
(57
|
)
|
|||||
Net income (loss) attributable to JAKKS Pacific, Inc.
|
$
|
21,509
|
|
|
$
|
23,254
|
|
|
$
|
1,243
|
|
|
$
|
(83,085
|
)
|
|
$
|
(42,368
|
)
|
Basic earnings (loss) per share
|
$
|
1.03
|
|
|
$
|
1.20
|
|
|
$
|
0.08
|
|
|
$
|
(3.89
|
)
|
|
(1.83
|
)
|
|
Diluted earnings (loss) per share
|
$
|
0.70
|
|
|
$
|
0.71
|
|
|
$
|
0.07
|
|
|
$
|
(3.89
|
)
|
|
$
|
(1.83
|
)
|
Dividends declared per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
At December 31,
|
||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
71,525
|
|
|
$
|
102,528
|
|
|
$
|
86,064
|
|
|
$
|
64,977
|
|
|
$
|
53,282
|
|
Working capital
|
246,245
|
|
|
254,967
|
|
|
236,569
|
|
|
146,911
|
|
|
106,041
|
|
|||||
Total assets
|
561,782
|
|
|
499,620
|
|
|
464,303
|
|
|
370,349
|
|
|
342,841
|
|
|||||
Short-term debt
|
—
|
|
|
—
|
|
|
10,000
|
|
|
26,075
|
|
|
27,211
|
|
|||||
Long-term debt
|
215,000
|
|
|
209,166
|
|
|
203,007
|
|
|
133,497
|
|
|
139,792
|
|
|||||
Total stockholders' equity
|
145,084
|
|
|
153,406
|
|
|
135,200
|
|
|
94,513
|
|
|
51,649
|
|
Level 1:
|
Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.
|
Level 2:
|
Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.
|
Level 3:
|
Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.
|
|
Carrying Amount as of
December 31, 2017 |
|
Fair Value Measurements
As of December 31, 2017
|
||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Cash equivalents
|
$
|
13,718
|
|
|
$
|
13,718
|
|
|
$
|
—
|
|
|
$
|
—
|
|
3.25% convertible senior notes due in 2020
|
22,469
|
|
|
—
|
|
|
—
|
|
|
22,469
|
|
|
Carrying Amount as of
December 31, 2018 |
|
Fair Value Measurements
As of December 31, 2018
|
||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
3.25% convertible senior notes due in 2020
|
27,974
|
|
|
—
|
|
|
—
|
|
|
27,974
|
|
|
Year ended December 31,
|
||||||
|
2017
|
|
2018
|
||||
Balance at January 1,
|
$
|
—
|
|
|
$
|
22,469
|
|
Issuance of 3.25% convertible senior notes
|
21,550
|
|
|
8,000
|
|
||
Loss on extinguishment of convertible senior notes
|
611
|
|
|
453
|
|
||
Change in fair value
|
308
|
|
|
(2,948
|
)
|
||
Balance at December 31,
|
$
|
22,469
|
|
|
$
|
27,974
|
|
●
|
significant underperformance relative to expected historical or projected future operating results;
|
●
|
significant changes in the manner of our use of the acquired assets or the strategy for our overall business; and
|
●
|
significant negative industry or economic trends.
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2017
|
|
2018
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
68.4
|
|
|
74.6
|
|
|
72.6
|
|
Gross profit
|
31.6
|
|
|
25.4
|
|
|
27.4
|
|
Selling, general and administrative expenses
|
29.1
|
|
|
33.5
|
|
|
32.6
|
|
Goodwill and other intangibles impairment
|
—
|
|
|
2.2
|
|
|
—
|
|
Restructuring charge
|
—
|
|
|
0.2
|
|
|
0.2
|
|
Acquisition related and other
|
—
|
|
|
—
|
|
|
0.3
|
|
Income (loss) from operations
|
2.5
|
|
|
(10.5
|
)
|
|
(5.7
|
)
|
Income from joint ventures
|
0.1
|
|
|
—
|
|
|
—
|
|
Other income (expense), net
|
—
|
|
|
0.1
|
|
|
—
|
|
Loss on extinguishment of convertible senior notes
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Change in fair value of convertible senior notes
|
—
|
|
|
(0.1
|
)
|
|
0.5
|
|
Write-off of investment in DreamPlay, LLC
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
Interest expense
|
(1.8
|
)
|
|
(1.6
|
)
|
|
(1.8
|
)
|
Income (loss) before provision for income taxes
|
0.8
|
|
|
(13.3
|
)
|
|
(7.1
|
)
|
Provision for income taxes
|
0.6
|
|
|
0.2
|
|
|
0.5
|
|
Net income (loss)
|
0.2
|
|
|
(13.5
|
)
|
|
(7.6
|
)
|
Net income (loss) attributable to non-controlling interests
|
—
|
|
|
0.1
|
|
|
—
|
|
Net income (loss) attributable to JAKKS Pacific, Inc.
|
0.2
|
%
|
|
(13.6
|
)%
|
|
(7.6
|
)%
|
|
2017
|
|
2018
|
||||||||||||||||||||||||||||
(unaudited)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||||||||||
Net sales
|
$
|
94,505
|
|
|
$
|
119,565
|
|
|
$
|
262,413
|
|
|
$
|
136,628
|
|
|
$
|
93,004
|
|
|
$
|
105,781
|
|
|
$
|
236,699
|
|
|
$
|
132,326
|
|
As a % of full year
|
15.4
|
%
|
|
19.5
|
%
|
|
42.8
|
%
|
|
22.3
|
%
|
|
16.4
|
%
|
|
18.6
|
%
|
|
41.7
|
%
|
|
23.3
|
%
|
||||||||
Gross profit
|
$
|
30,021
|
|
|
$
|
33,719
|
|
|
$
|
61,781
|
|
|
$
|
30,160
|
|
|
$
|
22,959
|
|
|
$
|
27,941
|
|
|
$
|
64,330
|
|
|
$
|
40,486
|
|
As a % of full year
|
19.3
|
%
|
|
21.7
|
%
|
|
39.7
|
%
|
|
19.3
|
%
|
|
14.7
|
%
|
|
18.0
|
%
|
|
41.3
|
%
|
|
26.0
|
%
|
||||||||
As a % of net sales
|
31.8
|
%
|
|
28.2
|
%
|
|
23.5
|
%
|
|
22.1
|
%
|
|
24.7
|
%
|
|
26.4
|
%
|
|
27.2
|
%
|
|
30.6
|
%
|
||||||||
Income (loss) from operations
|
$
|
(15,724
|
)
|
|
$
|
(14,108
|
)
|
|
$
|
(7,746
|
)
|
|
$
|
(26,580
|
)
|
|
$
|
(35,658
|
)
|
|
$
|
(12,140
|
)
|
|
$
|
20,043
|
|
|
$
|
(4,418
|
)
|
As a % of full year
|
24.5
|
%
|
|
22.0
|
%
|
|
12.1
|
%
|
|
41.4
|
%
|
|
110.8
|
%
|
|
37.8
|
%
|
|
(62.3
|
)%
|
|
13.7
|
%
|
||||||||
As a % of net sales
|
(16.6
|
)%
|
|
(11.8
|
)%
|
|
(3.0
|
)%
|
|
(19.5
|
)%
|
|
(38.3
|
)%
|
|
(11.5
|
)%
|
|
8.5
|
%
|
|
(3.3
|
)%
|
||||||||
Income (loss) before provision for
(benefit from) income taxes
|
$
|
(18,629
|
)
|
|
$
|
(16,371
|
)
|
|
$
|
(16,651
|
)
|
|
$
|
(29,771
|
)
|
|
$
|
(38,529
|
)
|
|
$
|
(16,497
|
)
|
|
$
|
17,652
|
|
|
$
|
(2,100
|
)
|
As a % of net sales
|
(19.7
|
)%
|
|
(13.7
|
)%
|
|
(6.3
|
)%
|
|
(21.8
|
)%
|
|
(41.4
|
)%
|
|
(15.6
|
)%
|
|
7.5
|
%
|
|
(1.6
|
)%
|
||||||||
Net income (loss)
|
$
|
(18,285
|
)
|
|
$
|
(16,687
|
)
|
|
$
|
(17,569
|
)
|
|
$
|
(30,487
|
)
|
|
$
|
(36,193
|
)
|
|
$
|
(18,588
|
)
|
|
$
|
15,699
|
|
|
$
|
(3,343
|
)
|
As a % of net sales
|
(19.3
|
)%
|
|
(14.0
|
)%
|
|
(6.7
|
)%
|
|
(22.3
|
)%
|
|
(38.9
|
)%
|
|
(17.6
|
)%
|
|
6.6
|
%
|
|
(2.5
|
)%
|
||||||||
Net income (loss) attributable to non-controlling interests
|
$
|
31
|
|
|
$
|
55
|
|
|
$
|
45
|
|
|
$
|
(74
|
)
|
|
$
|
51
|
|
|
$
|
(29
|
)
|
|
$
|
17
|
|
|
$
|
(96
|
)
|
As a % of net sales
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(0.1
|
)%
|
|
0.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(0.1
|
)%
|
||||||||
Net income (loss) attributable to JAKKS Pacific, Inc.
|
$
|
(18,316
|
)
|
|
$
|
(16,742
|
)
|
|
$
|
(17,614
|
)
|
|
$
|
(30,413
|
)
|
|
$
|
(36,244
|
)
|
|
$
|
(18,559
|
)
|
|
$
|
15,682
|
|
|
$
|
(3,247
|
)
|
As a % of net sales
|
(19.4
|
)%
|
|
(14.0
|
)%
|
|
(6.7
|
)%
|
|
(22.3
|
)%
|
|
(39.0
|
)%
|
|
(17.5
|
)%
|
|
6.6
|
%
|
|
(2.5
|
)%
|
||||||||
Diluted earnings (loss) per share
|
$
|
(1.01
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(1.57
|
)
|
|
$
|
(0.80
|
)
|
|
$
|
0.38
|
|
|
$
|
(0.14
|
)
|
Weighted average shares and
equivalents outstanding
|
18,104
|
|
|
21,616
|
|
|
22,772
|
|
|
22,799
|
|
|
23,100
|
|
|
23,106
|
|
|
45,686
|
|
|
23,106
|
|
|
Less than
1 year
|
|
1 – 3
years
|
|
3 – 5
years
|
|
More Than
5 years
|
|
Total
|
||||||||||
Short-term debt
|
$
|
27,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,500
|
|
Long-term debt
|
—
|
|
|
140,974
|
|
|
—
|
|
|
—
|
|
|
140,974
|
|
|||||
Interest on debt
|
8,157
|
|
|
3,096
|
|
|
—
|
|
|
—
|
|
|
11,253
|
|
|||||
Operating leases
|
11,934
|
|
|
19,155
|
|
|
15,455
|
|
|
1,160
|
|
|
47,704
|
|
|||||
Minimum guaranteed license/royalty payments
|
33,077
|
|
|
38,387
|
|
|
190
|
|
|
—
|
|
|
71,654
|
|
|||||
Employment contracts
|
8,510
|
|
|
4,196
|
|
|
—
|
|
|
—
|
|
|
12,706
|
|
|||||
Total contractual cash obligations
|
$
|
89,178
|
|
|
$
|
205,808
|
|
|
$
|
15,645
|
|
|
$
|
1,160
|
|
|
$
|
311,791
|
|
|
December 31,
|
||||||
|
2017
|
|
2018
|
||||
|
(In thousands, except
share data)
|
||||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
64,977
|
|
|
$
|
53,282
|
|
Restricted cash
|
—
|
|
|
4,923
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $10,940 and $2,149 in 2017 and 2018, respectively
|
142,457
|
|
|
122,278
|
|
||
Inventory
|
58,432
|
|
|
53,880
|
|
||
Prepaid expenses and other current assets
|
16,803
|
|
|
15,780
|
|
||
Total current assets
|
282,669
|
|
|
250,143
|
|
||
Property and equipment
|
|
|
|
||||
Office furniture and equipment
|
15,043
|
|
|
11,999
|
|
||
Molds and tooling
|
115,378
|
|
|
108,315
|
|
||
Leasehold improvements
|
10,936
|
|
|
7,735
|
|
||
Total
|
141,357
|
|
|
128,049
|
|
||
Less accumulated depreciation and amortization
|
118,130
|
|
|
107,147
|
|
||
Property and equipment, net
|
23,227
|
|
|
20,902
|
|
||
Intangible assets, net
|
22,190
|
|
|
17,312
|
|
||
Other long term assets
|
6,579
|
|
|
19,101
|
|
||
Goodwill
|
35,384
|
|
|
35,083
|
|
||
Trademarks
|
300
|
|
|
300
|
|
||
Total assets
|
$
|
370,349
|
|
|
$
|
342,841
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
49,916
|
|
|
$
|
57,574
|
|
Accrued expenses
|
42,145
|
|
|
29,914
|
|
||
Reserve for sales returns and allowances
|
17,622
|
|
|
29,403
|
|
||
Short term debt, net
|
5,000
|
|
|
27,211
|
|
||
Convertible senior notes, net
|
21,075
|
|
|
—
|
|
||
Total current liabilities
|
135,758
|
|
|
144,102
|
|
||
Convertible senior notes, net
|
133,497
|
|
|
139,792
|
|
||
Other liabilities
|
4,537
|
|
|
4,409
|
|
||
Income taxes payable
|
1,261
|
|
|
1,458
|
|
||
Deferred income tax liability, net
|
783
|
|
|
1,431
|
|
||
Total liabilities
|
275,836
|
|
|
291,192
|
|
||
Stockholders’ equity
|
|
|
|
||||
Preferred stock, $.001 par value; 5,000,000 shares authorized; nil outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.001 par value; 100,000,000 shares authorized; 26,957,354 and 29,169,913 shares issued and outstanding in 2017 and 2018, respectively
|
27
|
|
|
30
|
|
||
Treasury stock, at cost; 3,112,840 shares
|
(24,000
|
)
|
|
(24,000
|
)
|
||
Additional paid-in capital
|
215,809
|
|
|
218,155
|
|
||
Accumulated deficit
|
(85,233
|
)
|
|
(127,601
|
)
|
||
Accumulated other comprehensive loss
|
(13,059
|
)
|
|
(15,847
|
)
|
||
Total JAKKS Pacific, Inc. stockholders’ equity
|
93,544
|
|
|
50,737
|
|
||
Non-controlling interests
|
969
|
|
|
912
|
|
||
Total stockholders’ equity
|
94,513
|
|
|
51,649
|
|
||
Total liabilities and stockholders’ equity
|
$
|
370,349
|
|
|
$
|
342,841
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Net sales
|
$
|
706,603
|
|
|
$
|
613,111
|
|
|
$
|
567,810
|
|
Cost of sales
|
483,582
|
|
|
457,430
|
|
|
412,094
|
|
|||
Gross profit
|
223,021
|
|
|
155,681
|
|
|
155,716
|
|
|||
Selling, general and administrative expenses
|
205,915
|
|
|
205,223
|
|
|
185,142
|
|
|||
Goodwill and other intangibles impairment
|
—
|
|
|
13,536
|
|
|
—
|
|
|||
Restructuring charge
|
—
|
|
|
1,080
|
|
|
1,114
|
|
|||
Acquisition related and other
|
—
|
|
|
—
|
|
|
1,633
|
|
|||
Income (loss) from operations
|
17,106
|
|
|
(64,158
|
)
|
|
(32,173
|
)
|
|||
Income from joint ventures
|
889
|
|
|
105
|
|
|
227
|
|
|||
Other income (expense), net
|
305
|
|
|
342
|
|
|
152
|
|
|||
Loss on extinguishment of convertible senior notes
|
—
|
|
|
(611
|
)
|
|
(453
|
)
|
|||
Change in fair value of convertible senior notes
|
—
|
|
|
(308
|
)
|
|
2,948
|
|
|||
Write-off of investment in DreamPlay, LLC
|
—
|
|
|
(7,000
|
)
|
|
—
|
|
|||
Interest income
|
51
|
|
|
37
|
|
|
68
|
|
|||
Interest expense
|
(12,975
|
)
|
|
(9,829
|
)
|
|
(10,243
|
)
|
|||
Income (loss) before provision for income taxes
|
5,376
|
|
|
(81,422
|
)
|
|
(39,474
|
)
|
|||
Provision for income taxes
|
4,127
|
|
|
1,606
|
|
|
2,951
|
|
|||
Net income (loss)
|
1,249
|
|
|
(83,028
|
)
|
|
(42,425
|
)
|
|||
Net income (loss) attributable to non-controlling interests
|
6
|
|
|
57
|
|
|
(57
|
)
|
|||
Net income (loss) attributable to JAKKS Pacific, Inc.
|
$
|
1,243
|
|
|
$
|
(83,085
|
)
|
|
$
|
(42,368
|
)
|
Basic earnings (loss) per share
|
$
|
0.08
|
|
|
$
|
(3.89
|
)
|
|
$
|
(1.83
|
)
|
Basic weighted number of shares
|
16,542
|
|
|
21,341
|
|
|
23,104
|
|
|||
Diluted earnings (loss) per share
|
$
|
0.07
|
|
|
$
|
(3.89
|
)
|
|
$
|
(1.83
|
)
|
Diluted weighted number of shares
|
16,665
|
|
|
21,341
|
|
|
23,104
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
Net income (loss)
|
$
|
1,249
|
|
|
$
|
(83,028
|
)
|
|
$
|
(42,425
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(7,156
|
)
|
|
4,148
|
|
|
(2,788
|
)
|
|||
Comprehensive loss
|
(5,907
|
)
|
|
(78,880
|
)
|
|
(45,213
|
)
|
|||
Less: Comprehensive income (loss) attributable to non-controlling interests
|
6
|
|
|
57
|
|
|
(57
|
)
|
|||
Comprehensive loss attributable to JAKKS Pacific, Inc.
|
$
|
(5,913
|
)
|
|
$
|
(78,937
|
)
|
|
$
|
(45,156
|
)
|
|
Common Stock
|
|
Treasury
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
JAKKS
Pacific, Inc.
Stockholders’
Equity
|
|
Non-
Controlling
Interests
|
|
Total
Stockholders’
Equity
|
|||||||||||||||||||
|
Number
of Shares
|
|
Amount
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance, January 1, 2016
|
21,154
|
|
|
$
|
20
|
|
|
$
|
(28,322
|
)
|
|
$
|
194,744
|
|
|
$
|
(3,391
|
)
|
|
$
|
(10,051
|
)
|
|
$
|
153,000
|
|
|
$
|
406
|
|
|
$
|
153,406
|
|
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
500
|
|
||||||||
Restricted stock grants
|
65
|
|
|
1
|
|
|
—
|
|
|
1,620
|
|
|
—
|
|
|
—
|
|
|
1,621
|
|
|
—
|
|
|
1,621
|
|
||||||||
Retirement of restricted stock
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of common stock
|
(1,766
|
)
|
|
—
|
|
|
(13,506
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,506
|
)
|
|
—
|
|
|
(13,506
|
)
|
||||||||
Repurchase of common stock for employee tax withholding
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
(1,462
|
)
|
|
—
|
|
|
—
|
|
|
(1,462
|
)
|
|
—
|
|
|
(1,462
|
)
|
||||||||
Retirement of treasury stock
|
—
|
|
|
(2
|
)
|
|
17,828
|
|
|
(17,826
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Excess tax benefit on vesting of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
548
|
|
|
—
|
|
|
—
|
|
|
548
|
|
|
—
|
|
|
548
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,243
|
|
|
—
|
|
|
1,243
|
|
|
6
|
|
|
1,249
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,156
|
)
|
|
(7,156
|
)
|
|
—
|
|
|
(7,156
|
)
|
||||||||
Balance, December 31, 2016
|
19,377
|
|
|
19
|
|
|
(24,000
|
)
|
|
177,624
|
|
|
(2,148
|
)
|
|
(17,207
|
)
|
|
134,288
|
|
|
912
|
|
|
135,200
|
|
||||||||
Restricted stock grants
|
981
|
|
|
1
|
|
|
—
|
|
|
3,111
|
|
|
—
|
|
|
—
|
|
|
3,112
|
|
|
—
|
|
|
3,112
|
|
||||||||
Retirement of restricted stock
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued in exchange for convertible senior notes
|
2,977
|
|
|
3
|
|
|
—
|
|
|
15,521
|
|
|
—
|
|
|
—
|
|
|
15,524
|
|
|
—
|
|
|
15,524
|
|
||||||||
Repurchase of common stock for employee tax withholding
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
(79
|
)
|
||||||||
Issuance of common stock to Hong Kong Meisheng Cultural Company Limited
|
3,661
|
|
|
4
|
|
|
—
|
|
|
19,307
|
|
|
—
|
|
|
—
|
|
|
19,311
|
|
|
—
|
|
|
19,311
|
|
||||||||
Adjustment to additional paid in capital
|
—
|
|
|
—
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|
325
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,085
|
)
|
|
—
|
|
|
(83,085
|
)
|
|
57
|
|
|
(83,028
|
)
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,148
|
|
|
4,148
|
|
|
—
|
|
|
4,148
|
|
||||||||
Balance, December 31, 2017
|
26,957
|
|
|
27
|
|
|
(24,000
|
)
|
|
215,809
|
|
|
(85,233
|
)
|
|
(13,059
|
)
|
|
93,544
|
|
|
969
|
|
|
94,513
|
|
||||||||
Restricted stock grants
|
2,255
|
|
|
3
|
|
|
—
|
|
|
2,431
|
|
|
—
|
|
|
—
|
|
|
2,434
|
|
|
—
|
|
|
2,434
|
|
||||||||
Repurchase of common stock for employee tax withholding
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
(85
|
)
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,368
|
)
|
|
—
|
|
|
(42,368
|
)
|
|
(57
|
)
|
|
(42,425
|
)
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,788
|
)
|
|
(2,788
|
)
|
|
—
|
|
|
(2,788
|
)
|
||||||||
Balance, December 31, 2018
|
29,170
|
|
|
$
|
30
|
|
|
$
|
(24,000
|
)
|
|
$
|
218,155
|
|
|
$
|
(127,601
|
)
|
|
$
|
(15,847
|
)
|
|
$
|
50,737
|
|
|
$
|
912
|
|
|
$
|
51,649
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
1,249
|
|
|
$
|
(83,028
|
)
|
|
$
|
(42,425
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
11,803
|
|
|
9,586
|
|
|||
Depreciation and amortization
|
22,944
|
|
|
21,003
|
|
|
17,081
|
|
|||
Write-off and amortization of debt issuance costs
|
2,542
|
|
|
1,990
|
|
|
1,800
|
|
|||
Share-based compensation expense
|
1,621
|
|
|
3,112
|
|
|
2,434
|
|
|||
(Gain) loss on disposal of property and equipment
|
17
|
|
|
(71
|
)
|
|
(96
|
)
|
|||
Intangibles impairment
|
—
|
|
|
5,248
|
|
|
—
|
|
|||
Write-off of investment in DreamPlay, LLC
|
—
|
|
|
7,000
|
|
|
—
|
|
|||
Goodwill impairment
|
—
|
|
|
8,288
|
|
|
—
|
|
|||
(Gain) loss on extinguishment of convertible senior notes
|
(98
|
)
|
|
611
|
|
|
453
|
|
|||
Deferred income taxes
|
(259
|
)
|
|
(1,251
|
)
|
|
210
|
|
|||
Change in fair value of convertible senior notes
|
—
|
|
|
308
|
|
|
(2,948
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(10,212
|
)
|
|
19,339
|
|
|
10,593
|
|
|||
Inventory
|
(14,891
|
)
|
|
17,003
|
|
|
4,552
|
|
|||
Prepaid expenses and other assets
|
38,031
|
|
|
(2,825
|
)
|
|
(11,000
|
)
|
|||
Accounts payable
|
10,558
|
|
|
(380
|
)
|
|
9,517
|
|
|||
Accrued expenses
|
(12,767
|
)
|
|
3,500
|
|
|
(12,231
|
)
|
|||
Reserve for sales returns and allowances
|
(843
|
)
|
|
1,198
|
|
|
11,781
|
|
|||
Income taxes payable
|
(21,018
|
)
|
|
(987
|
)
|
|
197
|
|
|||
Other liabilities
|
(151
|
)
|
|
(467
|
)
|
|
(128
|
)
|
|||
Total adjustments
|
15,474
|
|
|
94,422
|
|
|
41,801
|
|
|||
Net cash provided by (used in) operating activities
|
16,723
|
|
|
11,394
|
|
|
(624
|
)
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(14,765
|
)
|
|
(14,928
|
)
|
|
(11,770
|
)
|
|||
Proceeds from sale of property and equipment
|
—
|
|
|
145
|
|
|
128
|
|
|||
Cash paid for intangible assets
|
(300
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(15,065
|
)
|
|
(14,783
|
)
|
|
(11,642
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Repurchase of common stock
|
(13,506
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock for employee tax withholding
|
(1,462
|
)
|
|
(79
|
)
|
|
(85
|
)
|
|||
Net proceeds from credit facility borrowings
|
10,000
|
|
|
—
|
|
|
—
|
|
|||
Retirement of convertible senior notes
|
—
|
|
|
—
|
|
|
(13,178
|
)
|
|||
Repayment of credit facility borrowings
|
—
|
|
|
(5,000
|
)
|
|
(5,000
|
)
|
|||
Repurchase of convertible senior notes
|
(8,035
|
)
|
|
(35,614
|
)
|
|
—
|
|
|||
Deferred issuance costs
|
—
|
|
|
—
|
|
|
(1,256
|
)
|
|||
Proceeds from term loan facility
|
—
|
|
|
—
|
|
|
20,000
|
|
|||
Proceeds from credit facility borrowings
|
—
|
|
|
—
|
|
|
7,500
|
|
|||
Proceeds from issuance of common shares of non-controlling interests
|
500
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
—
|
|
|
19,311
|
|
|
—
|
|
|||
Excess tax benefit from share-based compensation
|
548
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(11,955
|
)
|
|
(21,382
|
)
|
|
7,981
|
|
|||
Net decrease in cash, cash equivalents and restricted cash
|
(10,297
|
)
|
|
(24,771
|
)
|
|
(4,285
|
)
|
|||
Effect of foreign currency translation
|
(6,167
|
)
|
|
3,684
|
|
|
(2,487
|
)
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
102,528
|
|
|
86,064
|
|
|
64,977
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
$
|
86,064
|
|
|
$
|
64,977
|
|
|
$
|
58,205
|
|
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
9,855
|
|
|
$
|
8,778
|
|
|
$
|
9,446
|
|
Income taxes
|
$
|
2,165
|
|
|
$
|
4,076
|
|
|
$
|
2,096
|
|
Level 1:
|
Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.
|
Level 2:
|
Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.
|
Level 3:
|
Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.
|
|
Carrying Amount as of
December 31, 2017 |
|
Fair Value Measurements
As of December 31, 2017
|
||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Cash equivalents
|
$
|
13,718
|
|
|
$
|
13,718
|
|
|
$
|
—
|
|
|
$
|
—
|
|
3.25% Convertible senior notes due in 2020
|
22,469
|
|
|
—
|
|
|
—
|
|
|
22,469
|
|
|
Carrying Amount as of
December 31, 2018 |
|
Fair Value Measurements
As of December 31, 2018
|
||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
3.25% Convertible senior notes due in 2020
|
27,974
|
|
|
—
|
|
|
—
|
|
|
27,974
|
|
|
Year ended December 31,
|
||||||
|
2017
|
|
2018
|
||||
Balance at January 1,
|
$
|
—
|
|
|
$
|
22,469
|
|
Issuance of 3.25% convertible senior notes
|
21,550
|
|
|
8,000
|
|
||
Loss on extinguishment of convertible senior notes
|
611
|
|
|
453
|
|
||
Change in fair value
|
308
|
|
|
(2,948
|
)
|
||
Balance at December 31,
|
$
|
22,469
|
|
|
$
|
27,974
|
|
Office equipment
|
5 years
|
Automobiles
|
5 years
|
Furniture and fixtures
|
5 - 7 years
|
Leasehold improvements
|
Shorter of length of lease or 10 years
|
|
2016
|
|||||||||
|
Income
|
|
Weighted
Average
Shares
|
|
Per Share
|
|||||
Basic EPS
|
|
|
|
|
|
|||||
Income available to common stockholders
|
$
|
1,243
|
|
|
16,542
|
|
|
$
|
0.08
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Assumed conversion of convertible senior notes
|
—
|
|
|
—
|
|
|
|
|||
Options and warrants
|
—
|
|
|
—
|
|
|
|
|||
Unvested performance stock grants
|
—
|
|
|
—
|
|
|
|
|||
Unvested restricted stock grants
|
—
|
|
|
123
|
|
|
|
|||
Diluted EPS
|
|
|
|
|
|
|||||
Income available to common stockholders plus assumed exercises and conversion
|
$
|
1,243
|
|
|
16,665
|
|
|
$
|
0.07
|
|
|
2017
|
|||||||||
|
Loss
|
|
Weighted
Average
Shares
|
|
Per Share
|
|||||
Basic EPS
|
|
|
|
|
|
|||||
Loss attributable to common stockholders
|
$
|
(83,085
|
)
|
|
21,341
|
|
|
$
|
(3.89
|
)
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Assumed conversion of convertible senior notes
|
—
|
|
|
—
|
|
|
|
|||
Options and warrants
|
—
|
|
|
—
|
|
|
|
|||
Unvested performance stock grants
|
—
|
|
|
—
|
|
|
|
|||
Unvested restricted stock grants
|
—
|
|
|
—
|
|
|
|
|||
Diluted EPS
|
|
|
|
|
|
|||||
Loss attributable to common stockholders plus assumed exercises and conversion
|
$
|
(83,085
|
)
|
|
21,341
|
|
|
$
|
(3.89
|
)
|
|
2018
|
|||||||||
|
Loss
|
|
Weighted
Average
Shares
|
|
Per Share
|
|||||
Basic EPS
|
|
|
|
|
|
|||||
Loss attributable to common stockholders
|
$
|
(42,368
|
)
|
|
23,104
|
|
|
$
|
(1.83
|
)
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Assumed conversion of convertible senior notes
|
—
|
|
|
—
|
|
|
|
|||
Options and warrants
|
—
|
|
|
—
|
|
|
|
|||
Unvested performance stock grants
|
—
|
|
|
—
|
|
|
|
|||
Unvested restricted stock grants
|
—
|
|
|
—
|
|
|
|
|||
Diluted EPS
|
|
|
|
|
|
|||||
Loss attributable to common stockholders plus assumed exercises and conversion
|
$
|
(42,368
|
)
|
|
23,104
|
|
|
$
|
(1.83
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Income (Loss) from Operations
|
|
|
|
|
|
||||||
U.S. and Canada
|
$
|
17,434
|
|
|
$
|
(35,720
|
)
|
|
$
|
(11,693
|
)
|
International
|
4,360
|
|
|
(13,184
|
)
|
|
(8,706
|
)
|
|||
Halloween
|
(4,688
|
)
|
|
(15,254
|
)
|
|
(11,774
|
)
|
|||
|
$
|
17,106
|
|
|
$
|
(64,158
|
)
|
|
$
|
(32,173
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Depreciation and Amortization Expense
|
|
|
|
|
|
||||||
U.S. and Canada
|
$
|
16,817
|
|
|
$
|
15,286
|
|
|
$
|
12,553
|
|
International
|
4,549
|
|
|
4,079
|
|
|
3,449
|
|
|||
Halloween
|
1,578
|
|
|
1,638
|
|
|
1,079
|
|
|||
|
$
|
22,944
|
|
|
$
|
21,003
|
|
|
$
|
17,081
|
|
|
December 31,
|
||||||
|
2017
|
|
2018
|
||||
Assets
|
|
|
|
||||
U.S. and Canada
|
$
|
229,505
|
|
|
$
|
223,877
|
|
International
|
106,255
|
|
|
108,669
|
|
||
Halloween
|
34,589
|
|
|
10,295
|
|
||
|
$
|
370,349
|
|
|
$
|
342,841
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Net Sales by Customer Area
|
|
|
|
|
|
||||||
United States
|
$
|
544,096
|
|
|
$
|
479,133
|
|
|
$
|
439,979
|
|
Europe
|
92,811
|
|
|
71,094
|
|
|
69,647
|
|
|||
Canada
|
26,947
|
|
|
21,882
|
|
|
21,923
|
|
|||
Hong Kong
|
2,012
|
|
|
1,064
|
|
|
1,952
|
|
|||
Other
|
40,737
|
|
|
39,938
|
|
|
34,309
|
|
|||
|
$
|
706,603
|
|
|
$
|
613,111
|
|
|
$
|
567,810
|
|
|
2016
|
|
2017
|
|
2018
|
|||||||||||||||
|
Amount
|
|
Percentage of
Net Sales
|
|
Amount
|
|
Percentage of
Net Sales
|
|
Amount
|
|
Percentage of
Net Sales
|
|||||||||
Wal-Mart
|
$
|
186,894
|
|
|
26.5
|
%
|
|
$
|
156,436
|
|
|
25.5
|
%
|
|
$
|
143,587
|
|
|
25.3
|
%
|
Target
|
110,233
|
|
|
15.6
|
|
|
108,799
|
|
|
17.8
|
|
|
122,141
|
|
|
21.5
|
|
|||
Toys "R" Us
|
90,568
|
|
|
12.8
|
|
|
69,508
|
|
|
11.3
|
|
|
*
|
|
|
*
|
|
|||
|
$
|
387,695
|
|
|
54.9
|
%
|
|
$
|
334,743
|
|
|
54.6
|
%
|
|
$
|
265,728
|
|
|
46.8
|
%
|
|
U.S. and Canada
|
|
International
|
|
Halloween
|
|
Total
|
||||||||
Balance, January 1, 2017:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
29,540
|
|
|
$
|
11,455
|
|
|
$
|
2,213
|
|
|
$
|
43,208
|
|
Adjustments to goodwill for foreign currency translation
|
317
|
|
|
125
|
|
|
22
|
|
|
464
|
|
||||
Impairment
|
(6,053
|
)
|
|
—
|
|
|
(2,235
|
)
|
|
(8,288
|
)
|
||||
Balance December 31, 2017:
|
23,804
|
|
|
11,580
|
|
|
—
|
|
|
35,384
|
|
||||
Adjustments to goodwill for foreign currency translation
|
(203
|
)
|
|
(98
|
)
|
|
—
|
|
|
(301
|
)
|
||||
Balance December 31, 2018:
|
$
|
23,601
|
|
|
$
|
11,482
|
|
|
$
|
—
|
|
|
$
|
35,083
|
|
|
|
|
December 31, 2017
|
|
December 31, 2018
|
||||||||||||||||||||
|
Weighted
Useful
Lives
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
||||||||||||
|
(Years)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Licenses
|
5.81
|
|
$
|
20,130
|
|
|
$
|
(18,620
|
)
|
|
$
|
1,510
|
|
|
$
|
20,130
|
|
|
$
|
(19,383
|
)
|
|
$
|
747
|
|
Product lines
|
10.36
|
|
33,858
|
|
|
(13,178
|
)
|
|
20,680
|
|
|
33,858
|
|
|
(17,293
|
)
|
|
16,565
|
|
||||||
Customer relationships
|
4.90
|
|
3,152
|
|
|
(3,152
|
)
|
|
—
|
|
|
3,152
|
|
|
(3,152
|
)
|
|
—
|
|
||||||
Trade names
|
5.00
|
|
3,000
|
|
|
(3,000
|
)
|
|
—
|
|
|
3,000
|
|
|
(3,000
|
)
|
|
—
|
|
||||||
Non-compete agreements
|
5.00
|
|
200
|
|
|
(200
|
)
|
|
—
|
|
|
200
|
|
|
(200
|
)
|
|
—
|
|
||||||
Total amortized intangible assets
|
|
|
$
|
60,340
|
|
|
$
|
(38,150
|
)
|
|
$
|
22,190
|
|
|
$
|
60,340
|
|
|
$
|
(43,028
|
)
|
|
$
|
17,312
|
|
Unamortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
|
$
|
300
|
|
|
$
|
—
|
|
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
—
|
|
|
$
|
300
|
|
2019
|
$
|
4,747
|
|
2020
|
4,284
|
|
|
2021
|
4,141
|
|
|
2022
|
4,140
|
|
|
|
$
|
17,312
|
|
|
December 31,
|
||||||
|
2017
|
|
2018
|
||||
Royalties
|
$
|
17,854
|
|
|
$
|
10,245
|
|
Inventory liabilities
|
5,943
|
|
|
7,084
|
|
||
Salaries and employee benefits
|
4,064
|
|
|
2,891
|
|
||
Professional fees
|
1,376
|
|
|
1,671
|
|
||
Bonuses
|
1,914
|
|
|
1,152
|
|
||
Goods in transit
|
1,669
|
|
|
1,072
|
|
||
Interest expense
|
1,398
|
|
|
878
|
|
||
Unearned revenue
|
3,924
|
|
|
561
|
|
||
Sales commissions
|
663
|
|
|
398
|
|
||
Other
|
3,340
|
|
|
3,962
|
|
||
|
$
|
42,145
|
|
|
$
|
29,914
|
|
|
December 31, 2017
|
|
December 31, 2018
|
||||||||||||||||||||
|
Principal
Amount
|
|
Debt
Issuance
Costs
|
|
Net
Amount
|
|
Principal Amount
|
|
Debt
Issuance
Costs
|
|
Net
Amount
|
||||||||||||
Wells Fargo credit facility
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
5,000
|
|
|
$
|
7,500
|
|
|
$
|
—
|
|
|
$
|
7,500
|
|
Great American Capital Partners term loan
|
—
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|
289
|
|
|
19,711
|
|
||||||
Total credit facilities, net of debt issuance costs
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
5,000
|
|
|
$
|
27,500
|
|
|
$
|
289
|
|
|
$
|
27,211
|
|
|
December 31, 2017
|
|
December 31, 2018
|
||||||||||||||||||||
|
Principal/
Fair Value
Amount
|
|
Debt
Issuance
Costs
|
|
Net
Amount
|
|
Principal/
Fair Value
Amount
|
|
Debt
Issuance
Costs
|
|
Net
Amount
|
||||||||||||
4.25% convertible senior notes (due 2018)
|
$
|
21,178
|
|
|
$
|
103
|
|
|
$
|
21,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
4.875% convertible senior notes (due 2020)
|
113,000
|
|
|
1,972
|
|
|
111,028
|
|
|
113,000
|
|
|
1,182
|
|
|
111,818
|
|
||||||
3.25% convertible senior notes (due 2020) *
|
22,469
|
|
|
—
|
|
|
22,469
|
|
|
27,974
|
|
|
—
|
|
|
27,974
|
|
||||||
Total convertible senior notes, net of debt issuance costs
|
$
|
156,647
|
|
|
$
|
2,075
|
|
|
$
|
154,572
|
|
|
$
|
140,974
|
|
|
$
|
1,182
|
|
|
$
|
139,792
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Contractual interest expense
|
$
|
4,191
|
|
|
$
|
2,184
|
|
|
$
|
373
|
|
Amortization of debt issuance costs recognized as interest expense
|
1,172
|
|
|
844
|
|
|
103
|
|
|||
|
$
|
5,363
|
|
|
$
|
3,028
|
|
|
$
|
476
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Contractual interest expense
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
815
|
|
Amortization of debt issuance costs recognized as interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
815
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Contractual interest expense
|
$
|
5,508
|
|
|
$
|
5,509
|
|
|
$
|
5,509
|
|
Amortization of debt issuance costs recognized as interest expense
|
804
|
|
|
789
|
|
|
789
|
|
|||
|
$
|
6,312
|
|
|
$
|
6,298
|
|
|
$
|
6,298
|
|
|
December 31,
|
|
||||||
|
2017
|
|
2018
|
|
||||
Net deferred tax assets/(liabilities):
|
|
|
|
|
||||
Reserve for sales allowances and possible losses
|
$
|
611
|
|
|
$
|
478
|
|
|
Accrued expenses
|
1,375
|
|
|
938
|
|
|
||
Prepaid royalties
|
13,631
|
|
|
2,659
|
|
|
||
Accrued royalties
|
1,864
|
|
|
5,973
|
|
|
||
Inventory
|
6,146
|
|
|
10,751
|
|
|
||
State income taxes
|
26
|
|
|
19
|
|
|
||
Property and equipment
|
4,257
|
|
|
2,635
|
|
|
||
Original issue discount interest
|
(2,131
|
)
|
|
—
|
|
|
||
Goodwill and intangibles
|
15,782
|
|
|
11,542
|
|
|
||
Share-based compensation
|
578
|
|
|
773
|
|
|
||
Undistributed foreign earnings
|
(2,524
|
)
|
|
(2,121
|
)
|
|
||
Interest limitation
|
—
|
|
|
2,210
|
|
|
||
Federal and state net operating loss carryforwards
|
14,091
|
|
|
46,759
|
|
|
||
Credit carryforwards
|
35,195
|
|
|
1,121
|
|
|
||
Other
|
22
|
|
|
(633
|
)
|
|
||
Gross
|
88,923
|
|
|
83,104
|
|
|
||
Valuation allowance
|
(89,706
|
)
|
|
(84,097
|
)
|
|
||
Total net deferred tax liabilities
|
$
|
(783
|
)
|
|
$
|
(993
|
)
|
*
|
Balance, December 31, 2015
|
$
|
2.2
|
|
Current year additions
|
0.1
|
|
|
Current year reduction due to lapse of applicable statute of limitations
|
—
|
|
|
Balance, December 31, 2016
|
2.3
|
|
|
Current year additions
|
0.1
|
|
|
Current year reduction due to lapse of applicable statute of limitations
|
(1.1
|
)
|
|
Balance, December 31, 2017
|
1.3
|
|
|
Current year additions
|
0.6
|
|
|
Current year reduction due to audit settlement
|
(0.4
|
)
|
|
Balance, December 31, 2018
|
$
|
1.5
|
|
2019
|
$
|
11,934
|
|
2020
|
9,699
|
|
|
2021
|
9,456
|
|
|
2022
|
9,486
|
|
|
2023
|
5,969
|
|
|
Thereafter
|
1,160
|
|
|
|
$
|
47,704
|
|
2019
|
$
|
33,077
|
|
2020
|
28,613
|
|
|
2021
|
9,774
|
|
|
2022
|
175
|
|
|
2023
|
15
|
|
|
|
$
|
71,654
|
|
2019
|
$
|
8,510
|
|
2020
|
3,645
|
|
|
2021
|
551
|
|
|
|
$
|
12,706
|
|
|
Restricted Stock Awards (RSA)
|
|||||
|
Number of
Shares
|
|
Weighted
Average Grant Date
Fair Value
|
|||
Outstanding, December 31, 2015
|
411,409
|
|
|
$
|
6.61
|
|
Awarded
|
648,351
|
|
|
7.00
|
|
|
Released
|
(255,307
|
)
|
|
6.68
|
|
|
Forfeited
|
(608,000
|
)
|
|
6.88
|
|
|
Outstanding, December 31, 2016
|
196,453
|
|
|
7.01
|
|
|
Awarded
|
981,208
|
|
|
5.15
|
|
|
Released
|
(187,224
|
)
|
|
7.05
|
|
|
Forfeited
|
(9,229
|
)
|
|
6.32
|
|
|
Outstanding, December 31, 2017
|
981,208
|
|
|
4.12
|
|
|
Awarded
|
2,164,374
|
|
|
1.88
|
|
|
Released
|
(194,800
|
)
|
|
5.14
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding, December 31, 2018
|
2,950,782
|
|
|
2.41
|
|
|
Restricted Stock Units (RSUs)
|
|||||
|
Number of
Shares
|
|
Weighted
Average Grant Date
Fair Value
|
|||
Outstanding, December 31, 2016
|
—
|
|
|
$
|
—
|
|
Awarded
|
1,001,206
|
|
|
4.68
|
|
|
Released
|
—
|
|
|
—
|
|
|
Forfeited
|
(42,014
|
)
|
|
4.68
|
|
|
Outstanding, December 31, 2017
|
959,192
|
|
|
4.68
|
|
|
Awarded
|
357,143
|
|
|
1.96
|
|
|
Released
|
(125,290
|
)
|
|
5.15
|
|
|
Forfeited
|
(138,879
|
)
|
|
4.56
|
|
|
Outstanding, December 31, 2018
|
1,052,166
|
|
|
3.72
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Share-based compensation expense
|
$
|
1,621
|
|
|
$
|
3,112
|
|
|
$
|
2,434
|
|
|
2017
|
|
2018
|
||||||||||||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||
Net sales
|
$
|
94,505
|
|
|
$
|
119,565
|
|
|
$
|
262,413
|
|
|
$
|
136,628
|
|
|
$
|
93,004
|
|
|
$
|
105,781
|
|
|
$
|
236,699
|
|
|
$
|
132,326
|
|
Gross profit
|
$
|
30,021
|
|
|
$
|
33,719
|
|
|
$
|
61,781
|
|
|
$
|
30,160
|
|
|
$
|
22,959
|
|
|
$
|
27,941
|
|
|
$
|
64,330
|
|
|
$
|
40,486
|
|
Income (loss) from operations
|
$
|
(15,724
|
)
|
|
$
|
(14,108
|
)
|
|
$
|
(7,746
|
)
|
|
$
|
(26,580
|
)
|
|
$
|
(35,658
|
)
|
|
$
|
(12,140
|
)
|
|
$
|
20,043
|
|
|
$
|
(4,418
|
)
|
Income (loss) before provision (benefit) for income taxes
|
$
|
(18,629
|
)
|
|
$
|
(16,371
|
)
|
|
$
|
(16,651
|
)
|
|
$
|
(29,771
|
)
|
|
$
|
(38,529
|
)
|
|
$
|
(16,497
|
)
|
|
$
|
17,652
|
|
|
$
|
(2,100
|
)
|
Net income (loss)
|
$
|
(18,285
|
)
|
|
$
|
(16,687
|
)
|
|
$
|
(17,569
|
)
|
|
$
|
(30,487
|
)
|
|
$
|
(36,193
|
)
|
|
$
|
(18,588
|
)
|
|
$
|
15,699
|
|
|
$
|
(3,343
|
)
|
Basic earnings (loss) per share
|
$
|
(1.01
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(1.57
|
)
|
|
$
|
(0.80
|
)
|
|
$
|
0.68
|
|
|
$
|
(0.14
|
)
|
Weighted average shares
outstanding
|
18,104
|
|
|
21,616
|
|
|
22,772
|
|
|
22,799
|
|
|
23,100
|
|
|
23,106
|
|
|
23,106
|
|
|
23,106
|
|
||||||||
Diluted earnings (loss) per share
|
$
|
(1.01
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(1.57
|
)
|
|
$
|
(0.80
|
)
|
|
$
|
0.38
|
|
|
$
|
(0.14
|
)
|
Weighted average shares and
equivalents outstanding
|
18,104
|
|
|
21,616
|
|
|
22,772
|
|
|
22,799
|
|
|
23,100
|
|
|
23,106
|
|
|
45,686
|
|
|
23,106
|
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Deductions
|
|
Balance
at End
of Period
|
||||||||
|
(In thousands)
|
||||||||||||||
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
||||||||
Allowance for:
|
|
|
|
|
|
|
|
||||||||
Uncollectible accounts
|
$
|
2,714
|
|
|
$
|
303
|
|
|
$
|
(153
|
)
|
|
$
|
2,864
|
|
Reserve for sales returns and allowances
|
17,267
|
|
|
50,582
|
|
|
(51,425
|
)
|
|
16,424
|
|
||||
|
$
|
19,981
|
|
|
$
|
50,885
|
|
|
$
|
(51,578
|
)
|
|
$
|
19,288
|
|
Year ended December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Allowance for:
|
|
|
|
|
|
|
|
||||||||
Uncollectible accounts
|
$
|
2,864
|
|
|
$
|
11,803
|
|
|
$
|
(3,727
|
)
|
|
$
|
10,940
|
|
Reserve for sales returns and allowances
|
16,424
|
|
|
42,654
|
|
|
(41,456
|
)
|
|
17,622
|
|
||||
|
$
|
19,288
|
|
|
$
|
54,457
|
|
|
$
|
(45,183
|
)
|
|
$
|
28,562
|
|
Year ended December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Allowance for:
|
|
|
|
|
|
|
|
||||||||
Uncollectible accounts
|
$
|
10,940
|
|
|
$
|
9,586
|
|
|
$
|
(18,377
|
)
|
|
$
|
2,149
|
|
Reserve for sales returns and allowances
|
17,622
|
|
|
46,759
|
|
|
(34,978
|
)
|
|
29,403
|
|
||||
|
$
|
28,562
|
|
|
$
|
56,345
|
|
|
$
|
(53,355
|
)
|
|
$
|
31,552
|
|
Name
|
|
Age
|
|
Positions with the Company
|
|
|
|
|
|
Stephen G. Berman
|
|
54
|
|
Chairman, Chief Executive Officer, President, Secretary and Director
|
Brent T. Novak
|
|
47
|
|
Executive Vice President and Chief Financial Officer
|
John J. McGrath
|
|
53
|
|
Chief Operating Officer
|
Michael S. Sitrick
|
|
71
|
|
Director
|
Murray L. Skala
|
|
72
|
|
Director
|
Alexander Shoghi
|
|
37
|
|
Director
|
Rex H. Poulsen
|
|
67
|
|
Director
|
Michael J. Gross
|
|
43
|
|
Director
|
Zhao Xiaoqiang
|
|
51
|
|
Director
|
Median Employee total annual compensation (excluding Mr. Berman)
|
$
|
72,475
|
|
Mr. Berman’s total annual compensation
|
$
|
1,737,938
|
|
Ratio of PEO to Median Employee Compensation
|
4.2
|
%
|
|
By the Compensation Committee of the Board of Directors:
|
|
|
|
Michael S. Sitrick, Chairman
|
|
Rex H. Poulsen, Member
|
|
Michael J. Gross, Member
|
Name and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($) (1)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
|
|
All Other
Compensation
($) (2)
|
|
Total
($)
|
||||||||
Stephen G. Berman
|
|
2018
|
|
1,500,000
|
|
|
—
|
|
|
1,925,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,027
|
|
|
3,464,027
|
|
Chief Executive Officer,
|
|
2017
|
|
1,475,000
|
|
|
750,000
|
|
|
1,925,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
4,180,000
|
|
President and Secretary
|
|
2016
|
|
1,372,916
|
|
|
652,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
2,055,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
John J. McGrath
|
|
2018
|
|
705,000
|
|
|
—
|
|
|
550,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,150
|
|
|
1,283,150
|
|
Chief Operating Officer
|
|
2017
|
|
690,000
|
|
|
138,000
|
|
|
550,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,400
|
|
|
1,404,400
|
|
|
|
2016
|
|
675,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,400
|
|
|
701,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Joel M. Bennett (3)
|
|
2018
|
|
682,071
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,250
|
|
|
710,321
|
|
Former Executive Vice President
|
|
2017
|
|
505,000
|
|
|
—
|
|
|
161,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,000
|
|
|
690,700
|
|
and Chief Financial Officer
|
|
2016
|
|
490,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,000
|
|
|
514,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Brent T. Novak
|
|
2018
|
|
378,750
|
|
|
—
|
|
|
525,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,000
|
|
|
912,750
|
|
Executive Vice President
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
and Chief Financial Officer
|
|
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
For Messrs. Berman and McGrath, the grant-date fair value of the awards assuming 100% achievement of the applicable performance conditions totaled $3.5 million and $1.0 million, respectively, in both 2017 and 2018. For Messrs. Bennett and Novak, the grant-date fair value of the awards assuming 100% achievement of the applicable performance conditions totaled $294,000 in 2017 and $750,000 in 2018, respectively.
|
(2)
|
Represents automobile allowances paid in the amount of $18,000, $18,000 and $17,291 for Mr. Berman for 2016, 2017 and 2018, respectively, $14,000 per year for 2016, 2017 and 2018 for Mr. McGrath, $9,000 in 2018 for Mr. Novak and $12,000, $12,000 and $14,500 for Mr. Bennett for 2016, 2017 and 2018, respectively; The amounts include matching contributions made by us to the Named Executive Officer’s 401(k) defined contribution plan in the amount of $12,000, $12,000 and $13,750, respectively, for 2016, 2017 and 2018, for each of Messrs. Berman, McGrath and Bennett and includes $7,985 related to a life insurance policy for Mr. Berman in 2018. See “Employee Pension Plan.”
|
(3)
|
Mr. Bennett’s employment terminated in March 2018. Compensation consists of $105,208 of salary, vacation and personal day payout of $71,863 and severance pay of $505,000.
|
Option Awards
|
|
Stock Awards / Units
|
|||||||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable (#)
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock that Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock that Have Not Vested ($) (1)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|||||||
Stephen G. Berman
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,113,880
|
|
3,107,404
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
John J. McGrath
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
603,671
|
|
887,396
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Brent T. Novak
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
357,143
|
|
525,000
|
|
—
|
|
|
—
|
|
(1)
|
The product of (x) $1.47 (the closing sale price of the common stock on December 31, 2018) multiplied by (y) the number of unvested restricted shares or units outstanding.
|
|
|
Option Awards
|
|
Stock Awards / Units
|
||||||||
Name
|
|
Number of
Shares
Acquired on
Exercise (#)
|
|
Value
Realized on
Exercise
($)
|
|
Number of
Shares
Acquired on
Vesting (#)
|
|
Value
Realized on
Vesting ($)
|
||||
Stephen G. Berman
|
|
—
|
|
|
—
|
|
|
80,829
|
|
|
188,661
|
|
|
|
|
|
|
|
|
|
|
||||
John J. McGrath
|
|
—
|
|
|
—
|
|
|
22,798
|
|
|
53,239
|
|
|
|
|
|
|
|
|
|
|
||||
Joel M. Bennett
|
|
—
|
|
|
—
|
|
|
22,835
|
|
|
51,949
|
|
|
|
|
|
|
|
|
|
|
||||
Brent T. Novak
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Upon
Retirement
|
|
Quits For
“Good
Reason”
(3)
|
|
Upon
Death
(4)
|
|
Upon
“Disability”
(5)
|
|
Termination
Without
“Cause”
|
|
Termination
For “Cause”
(6)
|
|
Involuntary
Termination
In
Connection
with Change
of
Control(7)
|
|
||||||||||||||
Base Salary
|
|
$
|
—
|
|
|
$
|
3,033,072
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,033,072
|
|
|
$
|
—
|
|
|
$
|
6,704,941
|
|
(8)
|
Restricted Stock (1)
|
|
—
|
|
|
3,107,404
|
|
|
—
|
|
|
—
|
|
|
3,107,404
|
|
|
—
|
|
|
3,107,404
|
|
|
|||||||
Annual Cash Incentive
Award (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(1) The product of (x) $1.47 (the closing sale price of the common stock on December 31, 2018) multiplied by (y) the number of unvested restricted shares outstanding.
|
|
(2) Assumes that if the Named Officer is terminated on December 31, 2018, they were employed through the end of the incentive period and no bonus was earned and unpaid.
|
|
(3) Defined as (i) our violation or failure to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by us, or (ii) the material change in the nature, titles or scope of the duties, obligations, rights or powers of the Named Officer’s employment resulting from any action or failure to act by us.
|
|
(4) Under the terms of Mr. Berman’s employment agreement (see “Employment Agreements”), the provision of health care coverage for Mr. Berman’s children will continue until they reach the maximum age at which a child can be covered as a matter of law under a parent’s policy in the event of his death during the term of his employment agreement.
|
|
(5) Defined as the Named Officer’s inability to perform his duties by reason of any disability or incapacity (due to any physical or mental injury, illness or defect) for an aggregate of 180 days in any consecutive 12-month period.
|
|
(6) Defined as (i) the Named Officer’s conviction of, or entering a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense and either the Named Officer’s failure to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if he does perfect such an appeal, the sustaining of his conviction of a felony offense on appeal; or (ii) the determination by our Board of Directors, after due inquiry, based upon convincing evidence, that the Named Officer has:
|
|
(A) committed fraud against, or embezzled or misappropriated funds or other assets of, our Company (or any subsidiary);
|
|
(B) violated, or caused our Company (or any subsidiary) or any of our officers, employees or other agents, or any other individual or entity to violate, any material law, rule, regulation or ordinance, or any material written policy, rule or directive of our Company or our Board of Directors;
|
|
(C) willfully, or because of gross or persistent inaction, failed properly to perform his duties or acted in a manner detrimental to, or adverse to our interests; or
|
|
(D) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by him under his employment agreement with us; and that, in the case of any violation or failure referred to in clause (B), (C) or (D), above, such violation or failure has caused, or is reasonably likely to cause, us to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost.
|
|
(7) Section 280G of the Code disallows a company’s tax deduction for what are defined as “excess parachute payments” and Section 4999 of the Code imposes a 20% excise tax on any person who receives excess parachute payments. As discussed above, Mr. Berman is entitled to certain payments upon termination of his employment, including termination following a change in control of our Company. Under the terms of his employment agreement (see “Employment Agreements”), Mr. Berman is entitled to the full amount of the payments and benefits payable in the event of a Change in Control (as defined in the employment agreement) even if it triggers an excise tax imposed by the tax code if the net after-tax amount would still be greater than reducing the total payments and benefits to avoid such excise tax.
|
|
(8) Under the terms of Mr. Berman’s employment agreement (see “Employment Agreements”), if a change of control occurs and within two years thereafter Mr. Berman is terminated without “Cause” or quits for “Good Reason,” then he has the right to receive a payment equal to 2.99 times his then current base amount as defined in section 280(G) of the Code (which was $2,225,919 in 2018) and continued health care coverage.
|
|
|
Upon
Retirement
|
|
Quits For
“Good
Reason”
(3)
|
|
Upon
Death
|
|
Upon
“Disability”
(4)
|
|
Termination
Without
“Cause”
|
|
Termination
For “Cause”
(5)
|
|
Involuntary
Termination
In
Connection
with Change
of
Control(6)
|
||||||||||||||
Base Salary
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,410,000
|
|
|
$
|
—
|
|
|
$
|
1,410,000
|
|
Restricted Stock (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
887,396
|
|
|
—
|
|
|
887,396
|
|
|||||||
Annual Cash Incentive
Award (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1) The product of (x) $1.47 (the closing sale price of the common stock on December 31, 2018) multiplied by (y) the number of unvested restricted shares outstanding.
|
|
(2) Assumes that if the Named Officer is terminated on December 31, 2018, they were employed through the end of the incentive period and no bonus was earned and unpaid.
|
|
(3) Defined as following a Change of Control (i) any material reduction of the Named Officer’s base salary, (ii) relocation of the Named Officer’s principal place of employment by more than thirty miles, or (iii) the material change in the nature, titles or scope of the duties, obligations, rights or powers of the Named Officer’s employment resulting from any action or failure to act by us.
|
|
(4) Defined as a Named Officer’s inability to perform his duties by reason of any disability or incapacity (due to any physical or mental injury, illness or defect) for an aggregate of 90 days in any consecutive 12-month period.
|
|
(5) Defined as (i) the Named Officer’s conviction of, or entering a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense or other crime and either the Named Officer’s failure to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if he does perfect such an appeal, the sustaining of his conviction of a felony offense on appeal; or (ii) the determination by our Board of Directors, after due inquiry, based on convincing evidence, that the Named Officer has:
|
|
(A) committed fraud against, or embezzled or misappropriated funds or other assets of, our Company (or any subsidiary);
|
|
(B) violated, or caused our Company (or any subsidiary) or any of our officers, employees or other agents, or any other individual or entity to violate, any material law, rule, regulation or ordinance, or any material written policy, rule or directive of our Company or our Board of Directors;
|
|
(C) willfully, or because of gross or persistent inaction, failed properly to perform his duties or acted in a manner detrimental to, or adverse to our interests; or
|
|
(D) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by him under his employment agreement with us; and that, in the case of any violation or failure referred to in clause (B), above, such violation is reasonably expected to have a significant detrimental effect on our Company (or any subsidiary).
|
|
(6) Under the terms of Mr. McGrath’s employment agreement (see “Employment Agreements”), if a change of control occurs and within one year thereafter Mr. McGrath is terminated without “Cause” or quits for “Good Reason”, then he has the right to receive a payment equal to the greater of two times his then current base salary or the payments due for the remainder of the term of his employment agreement.
|
|
|
Upon
Retirement
|
|
Quits For
“Good
Reason”
(3)
|
|
Upon
Death
|
|
Upon
“Disability”
|
|
Termination
Without
“Cause”
|
|
Termination
For “Cause”
(4)
|
|
Involuntary
Termination
In
Connection
with Change
of
Control(5)
|
||||||||||||||
Base Salary
|
|
$
|
—
|
|
|
$
|
1,066,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,066,400
|
|
|
$
|
—
|
|
|
$
|
1,066,400
|
|
Restricted Stock Units (1)
|
|
—
|
|
|
525,000
|
|
|
—
|
|
|
—
|
|
|
525,000
|
|
|
—
|
|
|
525,000
|
|
|||||||
Annual Cash Incentive
Award (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1) The product of (x) $1.47 (the closing sale price of the common stock on December 31, 2018) multiplied by (y) the number of unvested restricted stock units outstanding.
|
|
(2) Assumes that if the Named Officer is terminated on December 31, 2018, they were employed through the end of the incentive period and no bonus was earned and unpaid.
|
|
(3) Defined as (i) any material reduction of the Named Officer’s base salary, (ii) relocation of the Named Officer’s principal place of employment by more than thirty miles, or (iii) the material change in the nature, titles or scope of the duties, obligations, rights or powers of the Named Officer’s employment resulting from any action or failure to act by us.
|
|
(4) Defined as (i) the Named Officer’s conviction of, or entering a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense and either the Named Officer’s failure to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if he does perfect such an appeal, the sustaining of his conviction of a felony offense on appeal; or (ii) the determination by our Board of Directors, after due inquiry, based on convincing evidence, that the Named Officer has:
|
|
(A) committed fraud against, or embezzled or misappropriated funds or other assets of, our Company (or any subsidiary);
|
|
(B) violated, or caused our Company (or any subsidiary) or any of our officers, employees or other agents, or any other individual or entity to violate, any material law, rule, regulation or ordinance, or any material written policy, rule or directive of our Company or our Board of Directors;
|
|
(C) willfully, or because of gross or persistent inaction, failed properly to perform his duties or acted in a manner detrimental to, or adverse to our interests; or
|
|
(D) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by him under his employment agreement with us; and that, in the case of any violation or failure referred to in clause (B), (C) or (D), above, such violation or failure has caused, or is reasonably likely to cause, us to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost.
|
|
(5) Under the terms of Mr. Novak’s employment agreement (see “Employment Agreements”), if a change of control occurs and within one year thereafter Mr. Novak is terminated without “Cause” or quits for “Good Reason”, then he has the right to receive a payment equal to two times his then current base salary and continued health care coverage.
|
Name
|
|
Year
|
|
Fees
Earned
or Paid in
Cash
($)
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
||||
Murray L. Skala
|
|
2018
|
|
75,000
|
|
97,713
|
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172,713
|
Rex H. Poulsen
|
|
2018
|
|
130,000
|
|
97,713
|
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
227,713
|
Michael S. Sitrick
|
|
2018
|
|
110,000
|
|
97,713
|
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
207,713
|
Alexander Shoghi
|
|
2018
|
|
90,000
|
|
97,713
|
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187,713
|
Michael J. Gross
|
|
2018
|
|
100,000
|
|
97,713
|
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197,713
|
Zhao Xiaoqiang
|
|
2018
|
|
100,000
|
|
97,713
|
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197,713
|
|
(1) The value of the shares was determined by taking the product of (a) 41,580 shares of restricted stock multiplied by (b) $2.35, the last sales price of our common stock on January 1, 2018, as reported by Nasdaq, the date prior to the date the shares were granted, all of which shares vested on January 1, 2019.
|
Name and Address of
Beneficial Owner (1)(2) |
|
Amount
and Nature of Beneficial Ownership (3) |
|
|
Percent of
Outstanding Shares (4) |
|
Dr. Patrick Soon-Shiong
|
|
2,500,676
|
(5)
|
|
8.5
|
%
|
Oasis Management Company Ltd.
|
|
2,161,459
|
(6)
|
|
7.1
|
|
Bank of America Corporation
|
|
1,572,340
|
(7)
|
|
5.3
|
|
Benefit Street Partners L.L.C.
|
|
2,061,218
|
(7A)
|
|
6.5
|
|
Renaissance Technologies LLC
|
|
2,104,200
|
(8)
|
|
7.2
|
|
Hong Kong Meisheng Cultural Company Limited
|
|
5,239,538
|
(9)
|
|
17.8
|
|
Stephen G. Berman
|
|
2,192,510
|
(10)
|
|
7.5
|
|
Rex H. Poulsen
|
|
175,295
|
(11)
|
|
*
|
|
Michael S. Sitrick
|
|
187,922
|
(12)
|
|
*
|
|
Murray L. Skala
|
|
211,250
|
(13)
|
|
*
|
|
Brent T. Novak
|
|
71,422
|
(13A)
|
|
*
|
|
John J. McGrath
|
|
617,751
|
(14)
|
|
2.1
|
|
Alexander Shoghi
|
|
125,633
|
(15)
|
|
*
|
|
Michael J. Gross
|
|
118,072
|
(16)
|
|
*
|
|
Zhao Xiaoqiang
|
|
96,285
|
(17)
|
|
*
|
|
All Directors and executive officers as a group (9 persons)
|
|
3,796,140
|
(18)
|
|
12.9
|
|
*
|
Less than 1% of our outstanding shares.
|
(1)
|
Unless otherwise indicated, such person’s address is c/o JAKKS Pacific, Inc., 2951 28
th
Street, Santa Monica, California 90405.
|
(2)
|
The number of shares of common stock beneficially owned by each person or entity is determined under the rules promulgated by the Securities and Exchange Commission. Under such rules, beneficial ownership includes any shares as to which the person or entity has sole or shared voting power or investment power. The percentage of our outstanding shares is calculated by including among the shares owned by such person any shares which such person or entity has the right to acquire within 60 days after March 1, 2019. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of such shares.
|
(3)
|
Except as otherwise indicated, exercises sole voting power and sole investment power with respect to such shares.
|
(4)
|
Does not include, unless noted otherwise, any shares of common stock issuable upon the conversion of (i) $113.0 million of our 4.875% convertible senior notes due 2020, initially convertible at the rate of 103.7613 shares of common stock per $1,000 principal amount at issuance of the notes (but subject to adjustment under certain circumstances as described in the notes) and (ii) $29.5 million of our 3.25% convertible senior notes due 2020, currently convertible at the rate of 393.7008 shares of common stock per $1,000 principal amount of the notes (but subject to adjustment under certain circumstances as described in the notes). Does include 3,112,840 shares of common stock repurchased by the Company under a prepaid forward purchase contract under which no shares have been returned to the Company.
|
(5)
|
The address of Dr. Patrick Soon-Shiong is 10182 Culver Blvd., Culver City, CA 90232. Except for 239,622 shares, all of the shares are owned jointly with California Capital Z, LLC. All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13D/A filed on July 26, 2016.
|
(6)
|
The address of Oasis Management Company Ltd. is c/o Oasis Management (Hong Kong) LLC, 21/F Man Yee Building, 68 Des Voeux Road, Central, Hong Kong. Possesses shared voting and dispositive power of such shares. Note that 1,063,553 of such shares underlie convertible senior notes. All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13D/A filed on July 26, 2018.
|
(7)
|
The address of Bank of America Corporation is
Bank of America Corporate Center, 100 N Tryon Street, Charlotte, NC 28255
. Possesses joint dispositive power with respect to all of such shares and joint voting with respect to 1,572,340 of such shares. All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13G filed on February 13, 2019.
|
(7A)
|
The address of Benefit Street Partners L.L.C. is 9 West 57th Street, Suite 4920, New York, NY 10019. Possesses shared voting and dispositive power of such shares, all of which shares underlie convertible senior notes. All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13G/A filed on January 30, 2019.
|
(8)
|
The address of Renaissance Technologies LLC is 800 Third Avenue, New York, NY 10022. All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13G/A filed on February 13, 2019.
|
(9)
|
The address of Hong Kong Meisheng Culture Company Ltd is Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong. Zhao Xiaoqiang, executive director of this entity, is a director of the Company. Possesses shared voting and dispositive power with respect to all of such shares. All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13D/A filed on January 26, 2018.
|
(10)
|
Does not include 2,380,952 shares of common stock issuable on January 1, 2019 pursuant to the terms of Mr. Berman’s January 1, 2003 Employment Agreement (as amended to date) inasmuch as we do not have sufficient shares available in our 2002 Stock Award and Incentive Plan (the “Plan”). We intend to solicit stockholder approval of an amendment to the Plan at our next Annual Meeting to increase the number of available shares and if such approval is received to promptly issue such shares. When issued, such shares will be subject to the terms of a Restricted Stock Award Agreement with Mr. Berman (the “Berman Agreement”). The Berman Agreement will provide that Mr. Berman will forfeit his rights to some or all of such 2,380,952 shares unless certain conditions precedent are met, as described in the Berman Agreement, whereupon the forfeited shares will become authorized but unissued shares of our common stock. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors. Includes 2,101,013 unvested shares which do not have voting rights.
|
(11)
|
Includes 175,295 shares of Common Stock issued pursuant to our 2002 Stock Award and Incentive Plan pursuant to which 54,705 of such shares may not be voted or sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2020. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.
|
(12)
|
Consists of 187,922 shares of Common Stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 54,705 of such shares may not be voted or sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2020. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.
|
(13)
|
Consists of 211,250 shares of Common Stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 54,705 of such shares may not be voted or sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2020. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.
|
(13A)
|
Includes 71,422 shares underlying a portion of the restricted stock units (“RSUs”) issued on April 1, 2018 and expected to vest on April 1, 2019 pursuant to the terms of Mr. Novak’s April 1, 2018 Employment Agreement, which RSUs are further subject to the terms of our April 1, 2018 Restricted Stock Unit Award Agreement with Mr. Novak (the “Novak Agreement”). Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.
|
(14)
|
Does not include 680,272 shares of common stock issuable on January 1, 2019 pursuant to the terms of Mr. McGrath’s March 4, 2010 Employment Agreement (as amended to date) inasmuch as we do not have sufficient shares available in our Plan. We intend to solicit stockholder approval of an amendment to the Plan at our next Annual Meeting to increase the number of available shares and if such approval is received to promptly issue such shares. When issued, such shares will be subject to the terms of a Restricted Stock Award Agreement with Mr. McGrath (the “McGrath Agreement”). The McGrath Agreement will provide that Mr. McGrath will forfeit his rights to some or all of such 680,272 shares unless certain conditions precedent are met, as described in the McGrath Agreement, whereupon the forfeited shares will become authorized but unissued shares of our common stock. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors. Includes 600,290 unvested shares which do not have voting rights.
|
(15)
|
Consists of 125,633 shares of common stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 54,705 of such shares may not be voted or sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2020. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors. Does not include the 2,162,459 shares owned by Oasis Management Company Ltd. reported above, of which entity Alex Shoghi is a portfolio manager.
|
(16)
|
Consists of 118,072 shares of common stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 54,705 of such shares may not be voted or sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2020. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.
|
(17)
|
Consists of 96,285 shares of common stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 54,705 of such shares may not be voted or sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2020. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors. Does not include the 5,239,538 shares owned by Hong Kong Meisheng Cultural Company Limited reported above, of which entity Zhao Xiaoqiang is executive director.
|
(18)
|
Includes 71,422 shares underlying RSUs. Does not include the 5,239,538 shares owned by Hong Kong Meisheng Cultural Company Limited reported above, of which entity Zhao Xiaoqiang is executive director, or 2,162,459 shares owned by Oasis Management Company Ltd. reported above, of which entity Alex Shoghi is a portfolio manager. Does not include an aggregate of 3,061,224 shares currently issuable to two executive officers but which we are currently unable to issue as reported above. Includes 3,029,533 unvested shares which do not have voting rights.
|
|
2017
|
|
2018
|
||||
Audit Fees
|
$
|
1,468,199
|
|
|
$
|
1,384,406
|
|
Audit Related Fees
|
32,292
|
|
|
32,718
|
|
||
Tax Fees
|
2,103
|
|
|
—
|
|
||
|
$
|
1,502,594
|
|
|
$
|
1,417,124
|
|
(1)
|
|
Financial Statements (included in Item 8):
|
|
●
|
Reports of Independent Registered Public Accounting Firm
|
|
●
|
Consolidated Balance Sheets as of December 31, 2017 and 2018
|
|
●
|
Consolidated Statements of Operations for the years ended December 31, 2016, 2017 and 2018
|
|
●
|
Consolidated Statements of Other Comprehensive Income (Loss) for the years ended December 31, 2016, 2017 and 2018
|
|
●
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2016, 2017 and 2018
|
|
●
|
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2017 and 2018
|
|
●
|
Notes to Consolidated Financial Statements
|
(2)
|
|
Financial Statement Schedules (included in Item 8):
|
|
●
|
Schedule II — Valuation and Qualifying Accounts
|
(3)
|
|
Exhibits:
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company (1)
|
3.2
|
|
Amended and Restated By-Laws of the Company (2)
|
4.1
|
|
Indenture dated July 24, 2013 by and between the Registrant and Wells Fargo Bank, N.A (3)
|
4.2
|
|
Form of 4.25% Senior Convertible Note (3)
|
4.2.1
|
|
Convertible Senior Note due November 7, 2020 (24)
|
4.2.2
|
|
Convertible Senior Note due November 1, 2020 (25)
|
4.3
|
|
Credit Agreement dated as of March 27, 2014 by and among Registrant and its U.S. wholly-owned subsidiaries and General Electric Capital Corporation (10)
|
4.3.1
|
|
Fourth Amendment to Credit Agreement dated as of June 5, 2015 by and among Registrant and its U.S. wholly-owned subsidiaries and General Electric Capital Corporation (20)
|
4.3.2
|
|
Eleventh Amendment to Credit Agreement dated as of June 14, 2018 by and among Registrant and its wholly-owned U.S. subsidiaries and Wells Fargo Bank, National Association (27)
|
4.4
|
|
Revolving Loan Note dated March 27, 2014 by Registrant and its U.S. wholly-owned subsidiaries in favor of General Electric Capital Corporation (10)
|
4.5
|
|
Indenture dated June 9, 2014 by and between the Registrant and Wells Fargo Bank, N.A (19)
|
4.6
|
|
Form of 4.875% Senior Convertible Note (19)
|
4.7
|
|
Term Loan Agreement dated as of June 14, 2018 by and among Registrant and certain of its wholly-owned subsidiaries and GACP Finance Co., LLC (27)
|
4.8
|
|
Term Note dated June 14, 2018 by and among Registrant and certain of its wholly-owned subsidiaries in favor of GACP II L.P. (27)
|
10.1.1
|
|
Third Amended and Restated 1995 Stock Option Plan (4)
|
10.1.2
|
|
1999 Amendment to Third Amended and Restated 1995 Stock Option Plan (5)
|
10.1.3
|
|
2000 Amendment to Third Amended and Restated 1995 Stock Option Plan (6)
|
10.1.4
|
|
2001 Amendment to Third Amended and Restated 1995 Stock Option Plan (7)
|
10.2
|
|
2002 Stock Award and Incentive Plan (8)
|
10.2.1
|
|
2008 Amendment to 2002 Stock Award and Incentive Plan (9)
|
10.4.1
|
|
Second Amended and Restated Employment Agreement between the Company and Stephen G. Berman dated as of November 11, 2010 (11)
|
10.4.2
|
|
Clarification Letter dated October 20, 2011 with respect to Mr. Berman’s Second Amended and Restated employment agreement (12)
|
10.4.3
|
|
Amendment Number One dated September 21, 2012 to Mr. Berman’s Second Amended and Restated Employment Agreement (13)
|
10.4.4
|
|
Amendment Number Two dated June 7, 2016 to Mr. Berman’s Second Amended and Restated Employment Agreement (21)
|
10.5
|
|
Office Lease dated November 18, 1999 between the Company and Winco Maliview Partners (14)
|
10.6
|
|
Form of Restricted Stock Agreement (10)
|
10.7
|
|
Employment Agreement between the Company and Joel M. Bennett, dated October 21, 2011 (12)
|
10.7.1
|
|
Continuation and Extension of Term of Employment Agreement Between JAKKS Pacific, Inc. and Joel M. Bennett dated February 18, 2014 (15)
|
10.7.2
|
|
Amendment Extending Term of Employment Agreement Between JAKKS Pacific, Inc. and Joel M. Bennett dated June 11, 2015 (20)
|
10.7.3
|
|
Letter Agreement dated December 27, 2017 between the Company and Joel M. Bennett (23)
|
10.8
|
|
Employment Agreement between the Company and John a/k/a Jack McGrath, dated March 4, 2010 (16)
|
10.8.1
|
|
First Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated August 23, 2011 (16)
|
10.8.2
|
|
Second Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated May 15, 2013 (17)
|
10.8.3
|
|
Third Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated June 11, 2015 (20)
|
10.8.4
|
|
Fourth Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated September 29, 2016 (22)
|
10.8.5
|
|
Fifth Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated February 28, 2018 (*)
|
10.9
|
|
Exchange Agreement dated November 7, 2017 between the Company and Oasis Investments II Master Fund Ltd. (24)
|
10.10
|
|
Exchange Agreement dated July 25, 2018 between the Company and Oasis Investments II Master Fund Ltd. (25)
|
10.11
|
|
Employment Agreement between the Company and Brent T. Novak, dated April 1, 2018 (26)
|
10.11.1
|
|
Correction Letter dated February 28, 2019 with respect to Mr. Novak’s Employment Agreement (*)
|
14
|
|
Code of Ethics (18)
|
21
|
|
Subsidiaries of the Company (*)
|
23.1
|
|
Consent of BDO USA, LLP (*)
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Stephen G. Berman (*)
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Brent T. Novak (*)
|
32.1
|
|
Section 1350 Certification of Stephen G. Berman (*)
|
32.2
|
|
Section 1350 Certification of Brent T. Novak (*)
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Filed previously as Appendix 2 to the Company’s Schedule 14A Proxy Statement, filed August 23, 2002, and incorporated herein by reference.
|
(2)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 21, 2011, and incorporated herein by reference.
|
(3)
|
Filed previously as an exhibit to the Company's Current Report on Form 8-K filed July 24, 2013 and incorporated herein by reference.
|
(4)
|
Filed previously as Appendix A to the Company’s Schedule 14A Proxy Statement, filed June 23, 1998, and incorporated herein by reference
|
(5)
|
Filed previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg. No. 333-90055), filed November 1, 1999, and incorporated herein by reference.
|
(6)
|
Filed previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg. No. 333-40392), filed June 29, 2000, and incorporated herein by reference.
|
(7)
|
Filed previously as Appendix B to the Company’s Schedule 14A Proxy Statement, filed June 11, 2001, and incorporated herein by reference.
|
(8)
|
Filed previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg. No. 333-101665), filed December 5, 2002, and incorporated herein by reference.
|
(9)
|
Filed previously as an exhibit to the Company’s Schedule 14A Proxy Statement, filed August 20, 2008, and incorporated herein by reference.
|
(10)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed April 2, 2014 and incorporated herein by reference.
|
(11)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed November 17, 2010, and incorporated herein by reference.
|
(12)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 21, 2011, and incorporated herein by reference.
|
(13)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed September 25, 2012, and incorporated herein by reference.
|
(14)
|
Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1999, filed March 30, 2000, and incorporated herein by reference.
|
(15)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed February 20, 2014, and incorporated herein by reference.
|
(16)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed August 24, 2011, and incorporated herein by reference.
|
(17)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed May 21, 2013, and incorporated herein by reference.
|
(18)
|
Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2003, filed March 15, 2004, and incorporated herein by reference.
|
(19)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 9, 2014 and incorporated herein by reference.
|
(20)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 16, 2015 and incorporated herein by reference.
|
(21)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 9, 2016 and incorporated herein by reference.
|
(22)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed September 30, 2016 and incorporated herein by reference.
|
(23)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed December 29, 2017 and incorporated herein by reference.
|
(24)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed November 11, 2017 and incorporated herein by reference.
|
(25)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed July 26, 2018 and incorporated herein by reference.
|
(26)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed April 2, 2018 and incorporated herein by reference.
|
(27)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 15, 2018 and incorporated herein by reference.
|
(*)
|
Filed herewith.
|
Dated: March 18, 2019
|
JAKKS PACIFIC, INC.
|
|
|
|
|
|
By:
|
/s/ STEPHEN G. BERMAN
|
|
|
Stephen G. Berman
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ STEPHEN G. BERMAN
|
|
Director and
|
|
March 18, 2019
|
Stephen G. Berman
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
/s/ BRENT T. NOVAK
|
|
(Principal Financial Officer and
|
|
March 18, 2019
|
Brent T. Novak
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ REX H. POULSEN
|
|
Director
|
|
March 18, 2019
|
Rex H. Poulsen
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL S. SITRICK
|
|
Director
|
|
March 18, 2019
|
Michael S. Sitrick
|
|
|
|
|
|
|
|
|
|
/s/ MURRAY L. SKALA
|
|
Director
|
|
March 18, 2019
|
Murray L. Skala
|
|
|
|
|
|
|
|
|
|
/s/ ALEXANDER SHOGHI
|
|
Director
|
|
March 18, 2019
|
Alexander Shoghi
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL J. GROSS
|
|
Director
|
|
March 18, 2019
|
Michael J. Gross
|
|
|
|
|
|
|
|
|
|
/s/ ZHAO XIAOQIANG
|
|
Director
|
|
March 18, 2019
|
Zhao Xiaoqiang
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Filed previously as Appendix 2 to the Company’s Schedule 14A Proxy Statement, filed August 23, 2002, and incorporated herein by reference.
|
(2)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 21, 2011, and incorporated herein by reference.
|
(3)
|
Filed previously as an exhibit to the Company's Current Report on Form 8-K filed July 24, 2013 and incorporated herein by reference.
|
(4)
|
Filed previously as Appendix A to the Company’s Schedule 14A Proxy Statement, filed June 23, 1998, and incorporated herein by reference
|
(5)
|
Filed previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg. No. 333-90055), filed November 1, 1999, and incorporated herein by reference.
|
(6)
|
Filed previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg. No. 333-40392), filed June 29, 2000, and incorporated herein by reference.
|
(7)
|
Filed previously as Appendix B to the Company’s Schedule 14A Proxy Statement, filed June 11, 2001, and incorporated herein by reference.
|
(8)
|
Filed previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg. No. 333-101665), filed December 5, 2002, and incorporated herein by reference.
|
(9)
|
Filed previously as an exhibit to the Company’s Schedule 14A Proxy Statement, filed August 20, 2008, and incorporated herein by reference.
|
(10)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed April 2, 2014 and incorporated herein by reference.
|
(11)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed November 17, 2010, and incorporated herein by reference.
|
(12)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 21, 2011, and incorporated herein by reference.
|
(13)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed September 25, 2012, and incorporated herein by reference.
|
(14)
|
Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1999, filed March 30, 2000, and incorporated herein by reference.
|
(15)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed February 20, 2014, and incorporated herein by reference.
|
(16)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed August 24, 2011, and incorporated herein by reference.
|
(17)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed May 21, 2013, and incorporated herein by reference.
|
(18)
|
Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2003, filed March 15, 2004, and incorporated herein by reference.
|
(19)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 9, 2014 and incorporated herein by reference.
|
(20)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 16, 2015 and incorporated herein by reference.
|
(21)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 9, 2016 and incorporated herein by reference.
|
(22)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed September 30, 2016 and incorporated herein by reference.
|
(23)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed December 29, 2017 and incorporated herein by reference.
|
(24)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed November 11, 2017 and incorporated herein by reference.
|
(25)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed July 26, 2018 and incorporated herein by reference.
|
(26)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed April 2, 2018 and incorporated herein by reference.
|
(27)
|
Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 15, 2018 and incorporated herein by reference.
|
(*)
|
Filed herewith.
|
1.
|
Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Amended Employment Agreement.
|
2.
|
The following new Section 12-1 is added to the Amended Employment Agreement:
|
3.
|
Section 12(a) of the 2010 Employment Agreement is amended to add the following:
|
4.
|
The Amended Employment Agreement, as expressly amended by this Fifth Amendment, remains in full force and effect.
|
Subsidiary
|
|
Jurisdiction
|
A.S. Design Limited
|
|
Hong Kong
|
Arbor Toys Company Limited
|
|
Hong Kong
|
Disguise Limited
|
|
Hong Kong
|
Disguise, Inc.
|
|
Delaware
|
DreamPlay, LLC
|
|
Delaware
|
DreamPlay Toys LLC
|
|
Delaware
|
JAKKS France, S.A.S
|
|
France
|
JAKKS Meisheng Animation (H.K.) Limited
|
|
Hong Kong
|
JAKKS Meisheng Trading (Shanghai) Limited
|
|
China
|
JAKKS Pacific (Asia) Limited
|
|
Hong Kong
|
JAKKS Pacific (Canada), Inc.
|
|
Canada
|
JAKKS Pacific (HK) Limited
|
|
Hong Kong
|
JAKKS Pacific (Shenzhen) Company
|
|
China
|
JAKKS Pacific (UK) Ltd.
|
|
United Kingdom
|
JAKKS Pacific Germany GmbH
|
|
Germany
|
JAKKS Pacific Trading Limited
|
|
Hong Kong
|
JAKKS Sales LLC
|
|
Delaware
|
JKP Mexico Holdings, S.A. de C.V.
|
|
Mexico
|
Kids Only Limited
|
|
Hong Kong
|
Kids Only, Inc.
|
|
Massachusetts
|
Maui, Inc.
|
|
Ohio
|
Moose Mountain Marketing, Inc.
|
|
New Jersey
|
Moose Mountain Toymakers Limited
|
|
Hong Kong
|
Pacific Animation Partners LLC
|
|
Delaware
|
Play Along (Hong Kong) Limited
|
|
Hong Kong
|
Tollytots Limited
|
|
Hong Kong
|
|
By:
|
/s/ STEPHEN G. BERMAN
|
|
|
Stephen G. Berman
|
|
|
Chief Executive Officer
|
|
By:
|
/s/ BRENT T. Novak
|
|
|
Brent T. Novak
|
|
|
Chief Financial Officer
|
|
/s/ STEPHEN G. BERMAN
|
|
Stephen G. Berman
|
|
Chief Executive Officer
|
|
/s/ BRENT T. Novak
|
|
Brent T. Novak
|
|
Chief Financial Officer
|