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Share Name | Share Symbol | Market | Type |
---|---|---|---|
JAKKS Pacific Inc | NASDAQ:JAKK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.03 | -0.16% | 18.66 | 18.27 | 19.05 | 19.14 | 18.635 | 18.89 | 91,170 | 23:57:36 |
☒
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the Fiscal Year Ended December 31, 2017
|
|
|
☐
|
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 |
|
|
(Do not check if a Smaller Reporting Company)
|
|
|
|
Page
|
|
PART I
|
|
3
|
||
12
|
||
Item 1B.
|
Unresolved Staff Comments
|
None
|
18
|
||
19
|
||
20
|
||
|
PART II
|
|
21
|
||
24
|
||
26
|
||
36
|
||
37
|
||
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
None
|
72
|
||
Item 9B.
|
Other Information
|
None
|
|
PART III
|
|
74
|
||
79
|
||
99
|
||
101
|
||
101
|
||
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PART IV
|
|
103
|
||
105
|
||
|
106
|
|
Certifications
|
|
|
●
|
Action figures and accessories, including licensed characters, principally based on
Batman
®,
Star Wars
® 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’s Frozen
,
Disney Princess, Disney Fairies,
infant and pre-school toys based on PBS’s
Daniel Tiger’s Neighborhood®
;
|
|
|
●
|
Private label products as “exclusives” for a myriad of retail customers in many product categories; and
|
|
|
●
|
Foot-to-floor ride-on toys based on Fisher Price®, Kawasaki®, and DC Comics®, 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’s Frozen, Black & Decker
®
, McDonald’s
®,
Disney Princess and Disney Fairies
, 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
Crayola®, Disney
characters and more, and
Funnoodle
® pool floats;
|
|
|
●
|
Halloween and everyday costumes for all ages based on licensed and proprietary non-licensed brands, including
Spiderman®, Toy Story, Sesame Street®, Power Rangers®¸Hasbro®
brands and
Disney’s Frozen, Disney Princess
and related Halloween accessories; and
|
|
|
●
|
Junior sports and outdoor activity toys including
Skyball
® hyper-charged balls and sport sets and
Wave Hoops
® toy hoops marketed under our Maui ® brand.
|
|
●
|
creating innovative products under our established licenses and brand names;
|
|
●
|
adding new items to the branded product lines that we expect will enjoy greater popularity;
|
|
●
|
infusing innovation and technology when appropriate to make them more appealing to today’s kids; and
|
|
●
|
focusing our marketing efforts to enhance consumer recognition and retailer interest.
|
|
●
|
entered into a joint venture in China,
|
|
●
|
engaged representatives to oversee sales in certain foreign territories,
|
|
●
|
engaged distributors in certain foreign territories,
|
|
●
|
established direct relationships with retailers in certain foreign territories,
|
|
●
|
opened sales offices in Europe and Mexico,
|
|
●
|
opened sales offices and a distribution center in Canada, and
|
|
●
|
expanded in-house resources dedicated to product development and marketing of our lines.
|
|
●
|
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 licensing, design, manufacturing, marketing and other costs associated with those products.
|
|
●
|
our inclusion of new technology will result in higher sales or increased profits.
|
|
●
|
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 on 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.
|
|
●
|
Our current licenses require us to pay minimum royalties
|
|
●
|
Some of our licenses are restricted as to use
|
|
●
|
New licenses are difficult and expensive to obtain
|
|
●
|
A limited number of licensors account for a large portion of our net sales
|
|
●
|
greater financial resources;
|
|
●
|
larger sales, marketing and product development departments;
|
|
●
|
stronger name recognition;
|
|
●
|
longer operating histories; and
|
|
●
|
greater economies of scale.
|
|
●
|
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.
|
|
●
|
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 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.
|
Property
|
Location
|
Approximate
Square Feet
|
Lease Expiration
Date
|
|||
US and Canada *
|
|
|
||||
Distribution Center
|
City of Industry, California
|
800,000
|
April 30, 2023
|
|||
Distribution Center
|
Hickory, North Carolina
|
139,300
|
August 31, 2018
|
|||
Sales Office/Showroom
|
Bentonville, Arkansas
|
9,000
|
September 30, 2019
|
|||
Disguise Office
|
Poway, California
|
24,200
|
March 31, 2021
|
|||
Sales Office
|
Hoffman Estates, Illinois
|
2,102
|
December 31, 2018
|
|||
Corporate Office/Showroom
|
Santa Monica, California
|
65,858
|
January 31, 2024
|
|||
Showroom
|
Glendale, California
|
5,830
|
January 31, 2020
|
|||
Distribution Center
|
Brampton, Ontario, Canada
|
105,700
|
December 31, 2019
|
|||
International *
|
|
|
||||
Europe Office
|
Berkshire, United Kingdom
|
4,746
|
January 19, 2027
|
|||
Hong Kong Headquarters
|
Kowloon, Hong Kong
|
41,130
|
June 30, 2019
|
|||
Production Inspection and Testing Office
|
Shenzhen, China
|
5,417
|
May 14, 2019
|
|||
Production Inspection and
Testing Lab
|
Kowloon, Hong Kong
|
34,400
|
October 31, 2018
|
|||
|
Price Range of
Common Stock
|
|||||||
|
High
|
Low
|
||||||
2016:
|
||||||||
First quarter
|
$
|
7.97
|
$
|
6.17
|
||||
Second quarter
|
8.02
|
6.94
|
||||||
Third quarter
|
9.75
|
7.57
|
||||||
Fourth quarter
|
9.15
|
4.63
|
||||||
2017:
|
||||||||
First quarter
|
5.85
|
4.78
|
||||||
Second quarter
|
5.55
|
3.80
|
||||||
Third quarter
|
4.20
|
2.68
|
||||||
Fourth quarter
|
3.55
|
2.20
|
|
December 31,
2013
|
December 31,
2014
|
December 31,
2015
|
December 31,
2016
|
December 31,
2017
|
|||||||||||||||
JAKKS Pacific
|
(45.6
|
)%
|
1.2
|
%
|
17.1
|
%
|
(35.3
|
)%
|
(54.4
|
)%
|
||||||||||
Peer Group
|
55.6
|
11.7
|
39.4
|
7.0
|
42.8
|
|||||||||||||||
Russell 2000
|
38.8
|
4.9
|
(4.4
|
)
|
21.3
|
14.7
|
|
January 1,
2013
|
December 31,
2013
|
December 31,
2014
|
December 31,
2015
|
December 31,
2016
|
December 31,
2017
|
||||||||||||||||||
JAKKS Pacific
|
$
|
100.0
|
$
|
54.4
|
$
|
55.1
|
$
|
64.4
|
$
|
41.7
|
$
|
19.0
|
||||||||||||
Peer Group
|
100.0
|
155.6
|
173.8
|
242.2
|
259.2
|
370.6
|
||||||||||||||||||
Russell 2000
|
100.0
|
138.8
|
145.6
|
139.2
|
168.9
|
193.6
|
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
|
―
|
$
|
―
|
3,539,848
|
||||||||
Equity compensation plans not approved by security holders
|
―
|
―
|
—
|
|||||||||
Total
|
―
|
$
|
―
|
3,539,848
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
2013
|
2014
|
2015
|
2016
|
2017
|
|||||||||||||||
|
(In thousands, except per share data)
|
|||||||||||||||||||
Consolidated Statement of Operations Data:
|
||||||||||||||||||||
Net sales
|
$
|
632,925
|
$
|
810,060
|
$
|
745,741
|
$
|
706,603
|
$
|
613,111
|
||||||||||
Cost of sales
|
477,146
|
574,253
|
517,172
|
483,582
|
457,430
|
|||||||||||||||
Gross profit
|
155,779
|
235,807
|
228,569
|
223,021
|
155,681
|
|||||||||||||||
Selling, general and administrative expenses
|
195,296
|
203,326
|
198,039
|
205,915
|
206,303
|
|||||||||||||||
Goodwill and other intangibles impairment
|
―
|
―
|
―
|
―
|
13,536
|
|||||||||||||||
Reorganization charges
|
5,015
|
1,154
|
―
|
―
|
―
|
|||||||||||||||
Income (loss) from operations
|
(44,532
|
)
|
31,327
|
30,530
|
17,106
|
(64,158
|
)
|
|||||||||||||
Change in fair value of business combination liability
|
6,000
|
5,932
|
5,642
|
―
|
―
|
|||||||||||||||
Income (loss) from joint ventures
|
(3,148
|
)
|
314
|
2,761
|
889
|
105
|
||||||||||||||
Other income
|
―
|
―
|
―
|
305
|
342
|
|||||||||||||||
Loss on extinguishment of convertible senior notes
|
―
|
―
|
―
|
―
|
(919
|
)
|
||||||||||||||
Write-off of investment in DreamPlay, LLC
|
―
|
―
|
―
|
―
|
(7,000
|
)
|
||||||||||||||
Interest income
|
327
|
112
|
62
|
51
|
37
|
|||||||||||||||
Interest expense
|
(9,942
|
)
|
(12,461
|
)
|
(12,402
|
)
|
(12,975
|
)
|
(9,829
|
)
|
||||||||||
Income (loss) before provision for income taxes
|
(51,295
|
)
|
25,224
|
26,593
|
5,376
|
(81,422
|
)
|
|||||||||||||
Provision for income taxes
|
2,611
|
3,715
|
3,423
|
4,127
|
1,606
|
|||||||||||||||
Net income (loss)
|
(53,906
|
)
|
21,509
|
23,170
|
1,249
|
(83,028
|
)
|
|||||||||||||
Net income (loss) attributable to non-controlling interests
|
―
|
―
|
(84
|
)
|
6
|
57
|
||||||||||||||
Net income (loss) attributable to JAKKS Pacific, Inc.
|
$
|
(53,906
|
)
|
$
|
21,509
|
$
|
23,254
|
$
|
1,243
|
$
|
(83,085
|
)
|
||||||||
Basic earnings (loss) per share
|
$
|
(2.43
|
)
|
$
|
1.03
|
$
|
1.20
|
$
|
0.08
|
$
|
(3.89
|
)
|
||||||||
Diluted earnings (loss) per share
|
$
|
(2.43
|
)
|
$
|
0.70
|
$
|
0.71
|
$
|
0.07
|
$
|
(3.89
|
)
|
||||||||
Dividends declared per common share
|
$
|
0.14
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|
|
At December 31,
|
||||||||||||||||||
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
117,071
|
|
|
$
|
71,525
|
|
|
$
|
102,528
|
|
|
$
|
86,064
|
|
|
$
|
64,977
|
|
Working capital
|
|
|
136,337
|
|
|
|
246,245
|
|
|
|
254,967
|
|
|
|
236,569
|
|
|
|
146,911
|
|
Total assets
|
|
|
449,844
|
|
|
|
561,782
|
|
|
|
499,620
|
|
|
|
464,303
|
|
|
|
370,349
|
|
Short-term debt
|
|
|
38,098
|
|
|
|
―
|
|
|
|
―
|
|
|
|
10,000
|
|
|
|
26,178
|
|
Long-term debt
|
|
|
100,000
|
|
|
|
215,000
|
|
|
|
215,000
|
|
|
|
206,865
|
|
|
|
135,469
|
|
Total stockholders' equity
|
|
|
148,685
|
|
|
|
145,084
|
|
|
|
153,406
|
|
|
|
135,200
|
|
|
|
94,513
|
|
|
●
|
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.
|
|
Years Ended December 31,
|
|||||||||||
|
2015
|
2016
|
2017
|
|||||||||
Net Sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||
Cost of Sales
|
69.4
|
68.4
|
74.6
|
|||||||||
Gross profit
|
30.6
|
31.6
|
25.4
|
|||||||||
Selling, general and administrative expenses
|
26.5
|
29.1
|
33.7
|
|||||||||
Goodwill and other intangibles impairment
|
―
|
―
|
2.2
|
|||||||||
Income (loss) from operations
|
4.1
|
2.5
|
(10.5
|
)
|
||||||||
Change in fair value of business combination liability
|
0.8
|
―
|
―
|
|||||||||
Income from joint ventures
|
0.4
|
0.1
|
―
|
|||||||||
Other income
|
―
|
―
|
0.1
|
|||||||||
Loss on extinguishment of convertible senior notes
|
―
|
―
|
(0.2
|
)
|
||||||||
Write-off of investment in DreamPlay, LLC
|
―
|
―
|
(1.1
|
)
|
||||||||
Interest income
|
―
|
―
|
―
|
|||||||||
Interest expense
|
(1.7
|
)
|
(1.8
|
)
|
(1.6
|
)
|
||||||
Income (loss) before provision for income taxes
|
3.6
|
0.8
|
(13.3
|
)
|
||||||||
Provision for income taxes
|
0.5
|
0.6
|
0.2
|
|||||||||
Net income (loss)
|
3.1
|
0.2
|
(13.5
|
)
|
||||||||
Net income attributable to non-controlling interests
|
―
|
―
|
0.1
|
|||||||||
Net income (loss) attributable to JAKKS Pacific, Inc.
|
3.1
|
%
|
0.2
|
%
|
(13.6
|
)%
|
|
2016
|
2017
|
||||||||||||||||||||||||||||||
|
First
|
Second
|
Third
|
Fourth
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||||||||||||||
(unaudited)
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net sales
|
$
|
95,809
|
$
|
140,977
|
$
|
302,791
|
$
|
167,026
|
$
|
94,505
|
$
|
119,565
|
$
|
262,413
|
$
|
136,628
|
||||||||||||||||
As a % of full year
|
13.6
|
%
|
20.0
|
%
|
42.8
|
%
|
23.6
|
%
|
15.4
|
%
|
19.5
|
%
|
42.8
|
%
|
22.3
|
%
|
||||||||||||||||
Gross Profit
|
$
|
31,183
|
$
|
44,800
|
$
|
94,933
|
$
|
52,105
|
$
|
30,021
|
$
|
33,719
|
$
|
61,781
|
$
|
30,160
|
||||||||||||||||
As a % of full year
|
14.0
|
%
|
20.1
|
%
|
42.5
|
%
|
23.4
|
%
|
19.3
|
%
|
21.7
|
%
|
39.7
|
%
|
19.3
|
%
|
||||||||||||||||
As a % of net sales
|
32.5
|
%
|
31.8
|
%
|
31.4
|
%
|
31.2
|
%
|
31.8
|
%
|
28.2
|
%
|
23.5
|
%
|
22.1
|
%
|
||||||||||||||||
Income (loss) from operations
|
$
|
(13,816
|
)
|
$
|
(1,100
|
)
|
$
|
34,413
|
$
|
(2,391
|
)
|
$
|
(15,724
|
)
|
$
|
(14,108
|
)
|
$
|
(7,746
|
)
|
$
|
(26,580
|
)
|
|||||||||
As a % of full year
|
(80.8
|
)%
|
(6.4
|
)%
|
201.2
|
%
|
(14.0
|
)%
|
24.5
|
%
|
22.0
|
%
|
12.1
|
%
|
41.4
|
%
|
||||||||||||||||
As a % of net sales
|
(14.4
|
)%
|
(0.8
|
)%
|
11.4
|
%
|
(1.4
|
)%
|
(16.6
|
)%
|
(11.8
|
)%
|
(3.0
|
)%
|
(19.5
|
)%
|
||||||||||||||||
Income (loss) before provision
(benefit) for income taxes
|
$
|
(16,951
|
)
|
$
|
(3,441
|
)
|
$
|
31,612
|
$
|
(5,844
|
)
|
$
|
(18,629
|
)
|
$
|
(16,371
|
)
|
$
|
(16,651
|
)
|
$
|
(29,771
|
)
|
|||||||||
As a % of net sales
|
(17.7
|
)%
|
(2.4
|
)%
|
10.4
|
%
|
(3.5
|
)%
|
(19.7
|
)%
|
(13.7
|
)%
|
(6.3
|
)%
|
(21.8
|
)%
|
||||||||||||||||
Net income (loss)
|
$
|
(17,383
|
)
|
$
|
(4,145
|
)
|
$
|
30,529
|
$
|
(7,752
|
)
|
$
|
(18,285
|
)
|
$
|
(16,687
|
)
|
$
|
(17,569
|
)
|
$
|
(30,487
|
)
|
|||||||||
As a % of net sales
|
(18.1
|
)%
|
(2.9
|
)%
|
10.1
|
%
|
(4.6
|
)%
|
(19.3
|
)%
|
(14.0
|
)%
|
(6.7
|
)%
|
(22.3
|
)%
|
||||||||||||||||
Net income (loss) attributable to non-controlling interests
|
$
|
32
|
$
|
224
|
$
|
(83
|
)
|
$
|
(167
|
)
|
$
|
31
|
$
|
55
|
$
|
45
|
$
|
(74
|
)
|
|||||||||||||
As a % of net sales
|
—
|
%
|
0.2
|
%
|
—
|
%
|
(0.1
|
)%
|
—
|
%
|
—
|
%
|
—
|
%
|
(0.1
|
)%
|
||||||||||||||||
Net income (loss) attributable to JAKKS Pacific, Inc.
|
$
|
(17,415
|
)
|
$
|
(4,369
|
)
|
$
|
30,612
|
$
|
(7,585
|
)
|
$
|
(18,316
|
)
|
$
|
(16,742
|
)
|
$
|
(17,614
|
)
|
$
|
(30,413
|
)
|
|||||||||
As a % of net sales
|
(18.2
|
)%
|
(3.1
|
)%
|
10.1
|
%
|
(4.5
|
)%
|
(19.4
|
)%
|
(14.0
|
)%
|
(6.7
|
)%
|
(22.3
|
)%
|
||||||||||||||||
Diluted earnings (loss) per share
|
$
|
(1.01
|
)
|
$
|
(0.27
|
)
|
$
|
0.82
|
$
|
(0.47
|
)
|
$
|
(1.01
|
)
|
$
|
(0.77
|
)
|
$
|
(0.77
|
)
|
$
|
(1.33
|
)
|
|||||||||
Weighted average shares and
equivalents outstanding
|
17,218
|
16,402
|
39,504
|
16,098
|
18,104
|
21,616
|
22,772
|
22,799
|
|
Less than
1 year
|
1 – 3
years
|
3 – 5
years
|
More Than
5 years
|
Total
|
|||||||||||||||
Short-term debt
|
$
|
26,178
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
26,178
|
||||||||||
Long-term debt
|
―
|
135,469
|
―
|
―
|
135,469
|
|||||||||||||||
Interest on debt
|
6,734
|
9,088
|
―
|
―
|
15,822
|
|||||||||||||||
Operating leases
|
13,403
|
21,396
|
18,884
|
7,121
|
60,804
|
|||||||||||||||
Minimum guaranteed license/royalty payments
|
40,725
|
16,408
|
―
|
―
|
57,133
|
|||||||||||||||
Employment contracts
|
8,936
|
10,312
|
―
|
―
|
19,248
|
|||||||||||||||
Total contractual cash obligations
|
$
|
95,976
|
$
|
192,673
|
$
|
18,884
|
$
|
7,121
|
$
|
314,654
|
/S/ BDO USA, LLP
|
|
|
December 31,
|
|||||||
|
2016
|
2017
|
||||||
|
(In thousands, except
|
|||||||
|
share data)
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
86,064
|
$
|
64,977
|
||||
Accounts receivable, net of allowance for uncollectible accounts of $2,864 and $10,940 in 2016 and 2017, respectively
|
173,599
|
142,457
|
||||||
Inventory, net
|
75,435
|
58,432
|
||||||
Income taxes receivable
|
1,204
|
1,880
|
||||||
Prepaid expenses and other assets
|
17,077
|
14,923
|
||||||
Total current assets
|
353,379
|
282,669
|
||||||
Property and equipment
|
||||||||
Office furniture and equipment
|
14,345
|
15,043
|
||||||
Molds and tooling
|
103,128
|
115,378
|
||||||
Leasehold improvements
|
10,927
|
10,936
|
||||||
Total
|
128,400
|
141,357
|
||||||
Less accumulated depreciation and amortization
|
105,559
|
118,130
|
||||||
Property and equipment, net
|
22,841
|
23,227
|
||||||
Intangible assets, net
|
33,111
|
22,190
|
||||||
Other long term assets
|
2,156
|
6,579
|
||||||
Investment in DreamPlay, LLC
|
7,000
|
—
|
||||||
Goodwill
|
43,208
|
35,384
|
||||||
Trademarks
|
2,608
|
300
|
||||||
Total assets
|
$
|
464,303
|
$
|
370,349
|
||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
51,741
|
$
|
49,916
|
||||
Accrued expenses
|
38,645
|
42,145
|
||||||
Reserve for sales returns and allowances
|
16,424
|
17,622
|
||||||
Short term debt
|
10,000
|
5,000
|
||||||
Convertible senior notes, net
|
—
|
21,075
|
||||||
Total current liabilities
|
116,810
|
135,758
|
||||||
Convertible senior notes, net
|
203,007
|
133,497
|
||||||
Other liabilities
|
5,004
|
4,537
|
||||||
Income taxes payable
|
2,248
|
1,261
|
||||||
Deferred income taxes, net
|
2,034
|
783
|
||||||
Total liabilities
|
329,103
|
275,836
|
||||||
Commitments and Contingencies
|
||||||||
Stockholders’ equity
|
||||||||
Preferred stock, $.001 par value; 5,000,000 shares authorized; nil outstanding
|
—
|
—
|
||||||
Common stock, $.001 par value; 100,000,000 shares authorized; 19,376,773 and 26,957,354 shares issued and outstanding in 2016 and 2017, respectively
|
19
|
27
|
||||||
Treasury stock, at cost; 3,112,840 shares
|
(24,000
|
)
|
(24,000
|
)
|
||||
Additional paid-in capital
|
177,624
|
215,809
|
||||||
Accumulated deficit
|
(2,148
|
)
|
(85,233
|
)
|
||||
Accumulated other comprehensive loss
|
(17,207
|
)
|
(13,059
|
)
|
||||
Total JAKKS Pacific, Inc. stockholders’ equity
|
134,288
|
93,544
|
||||||
Non-controlling interests
|
912
|
969
|
||||||
Total stockholders’ equity
|
135,200
|
94,513
|
||||||
Total liabilities and stockholders’ equity
|
$
|
464,303
|
$
|
370,349
|
|
Years Ended December 31,
|
|||||||||||
|
2015
|
2016
|
2017
|
|||||||||
|
(In thousands, except per share amounts)
|
|||||||||||
Net sales
|
$
|
745,741
|
$
|
706,603
|
$
|
613,111
|
||||||
Cost of sales
|
517,172
|
483,582
|
457,430
|
|||||||||
Gross profit
|
228,569
|
223,021
|
155,681
|
|||||||||
Selling, general and administrative expenses
|
198,039
|
205,915
|
206,303
|
|||||||||
Goodwill and other intangibles impairment
|
—
|
—
|
13,536
|
|||||||||
Income (loss) from operations
|
30,530
|
17,106
|
(64,158
|
)
|
||||||||
Change in fair value of business combination liability
|
5,642
|
—
|
—
|
|||||||||
Income from joint ventures
|
2,761
|
889
|
105
|
|||||||||
Other income
|
—
|
305
|
342
|
|||||||||
Loss on extinguishment of convertible senior notes
|
—
|
—
|
(919
|
)
|
||||||||
Write-off of investment in DreamPlay, LLC
|
—
|
—
|
(7,000
|
)
|
||||||||
Interest income
|
62
|
51
|
37
|
|||||||||
Interest expense
|
(12,402
|
)
|
(12,975
|
)
|
(9,829
|
)
|
||||||
Income (loss) before provision for income taxes
|
26,593
|
5,376
|
(81,422
|
)
|
||||||||
Provision for income taxes
|
3,423
|
4,127
|
1,606
|
|||||||||
Net income (loss)
|
23,170
|
1,249
|
(83,028
|
)
|
||||||||
Net income (loss) attributable to non-controlling interests
|
(84
|
)
|
6
|
57
|
||||||||
Net income (loss) attributable to JAKKS Pacific, Inc.
|
$
|
23,254
|
$
|
1,243
|
$
|
(83,085
|
)
|
|||||
Basic earnings (loss) per share
|
$
|
1.20
|
$
|
0.08
|
$
|
(3.89
|
)
|
|||||
Basic weighted number of shares
|
19,435
|
16,542
|
21,341
|
|||||||||
Diluted earnings (loss) per share
|
$
|
0.71
|
$
|
0.07
|
$
|
(3.89
|
)
|
|||||
Diluted weighted number of shares
|
43,321
|
16,665
|
21,341
|
Years Ended December 31,
|
||||||||||||
2015
|
2016
|
2017
|
||||||||||
(In thousands) | ||||||||||||
Net income (loss)
|
|
$
|
23,170
|
|
$
|
1,249
|
|
$
|
(83,028
|
)
|
||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation adjustment
|
(3,216
|
)
|
(7,156
|
)
|
|
4,148
|
||||||
Comprehensive income (loss)
|
|
|
19,954
|
|
|
(5,907
|
)
|
|
|
(78,880
|
)
|
|
Less: Comprehensive income (loss) attributable to non-controlling interests
|
|
|
(84
|
)
|
|
6
|
|
|
57
|
|||
Comprehensive income (loss) attributable to JAKKS Pacific, Inc.
|
|
$
|
20,038
|
|
$
|
(5,913
|
)
|
|
$
|
(78,937
|
)
|
|
Common Stock
|
Accumulated
|
JAKKS
|
|||||||||||||||||||||||||||||||||
|
Additional
|
Other
|
Pacific, Inc.
|
Non-
|
Total
|
|||||||||||||||||||||||||||||||
|
Number
|
Treasury
|
Paid-in
|
Accumulated
|
Comprehensive
|
Stockholders’
|
Controlling
|
Stockholders’
|
||||||||||||||||||||||||||||
|
of Shares
|
Amount
|
Stock
|
Capital
|
Deficit
|
Loss
|
Equity
|
Interests
|
Equity
|
|||||||||||||||||||||||||||
Balance, January 1, 2015
|
22,682
|
$
|
22
|
$
|
(24,000
|
)
|
$
|
202,052
|
$
|
(26,645
|
)
|
$
|
(6,835
|
)
|
$
|
144,594
|
$
|
490
|
$
|
145,084
|
||||||||||||||||
Restricted stock grants
|
71
|
1
|
—
|
1,561
|
—
|
—
|
1,562
|
—
|
1,562
|
|||||||||||||||||||||||||||
Retirement of restricted stock
|
(52
|
)
|
(1
|
)
|
—
|
—
|
—
|
—
|
(1
|
)
|
—
|
(1
|
)
|
|||||||||||||||||||||||
Repurchase of common stock
|
(1,547
|
)
|
(1
|
)
|
(13,192
|
)
|
—
|
—
|
—
|
(13,193
|
)
|
—
|
(13,193
|
)
|
||||||||||||||||||||||
Retirement of treasury stock
|
—
|
(1
|
)
|
8,870
|
(8,869
|
)
|
—
|
—
|
―
|
—
|
―
|
|||||||||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
23,254
|
—
|
23,254
|
(84
|
)
|
23,170
|
||||||||||||||||||||||||||
Foreign currency translation adjustment
|
—
|
—
|
—
|
—
|
—
|
(3,216
|
)
|
(3,216
|
)
|
—
|
(3,216
|
)
|
||||||||||||||||||||||||
Balance, December 31, 2015
|
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 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 Hongkong Meisheng
|
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
|
|
Years Ended December 31,
|
|||||||||||
|
2015
|
2016
|
2017
|
|||||||||
|
(In thousands)
|
|||||||||||
Cash flows from operating activities
|
||||||||||||
Net income (loss)
|
$
|
23,170
|
$
|
1,249
|
$
|
(83,028
|
)
|
|||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||||||
Provision for doubtful accounts
|
—
|
—
|
11,803
|
|||||||||
Depreciation and amortization
|
18,860
|
22,944
|
21,003
|
|||||||||
Write-off and amortization of debt issuance costs
|
2,042
|
2,542
|
2,104
|
|||||||||
Share-based compensation expense
|
1,562
|
1,621
|
3,112
|
|||||||||
(Gain) loss on disposal of property and equipment
|
47
|
17
|
(71
|
)
|
||||||||
Intangibles impairment
|
—
|
—
|
5,248
|
|||||||||
Write-off of investment in DreamPlay, LLC
|
—
|
—
|
7,000
|
|||||||||
Goodwill impairment
|
—
|
—
|
8,288
|
|||||||||
Change in fair value of business combination liability
|
(5,642
|
)
|
—
|
—
|
||||||||
(Gain) loss on extinguishment of convertible senior notes
|
—
|
(98
|
)
|
497
|
||||||||
Income from joint ventures
|
(1,017
|
)
|
—
|
—
|
||||||||
Deferred income taxes
|
(329
|
)
|
(259
|
)
|
(1,251
|
)
|
||||||
Change in fair value of convertible senior notes
|
—
|
—
|
308
|
|||||||||
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||||||
Accounts receivable
|
71,129
|
(10,212
|
)
|
19,339
|
||||||||
Inventory
|
18,283
|
(14,891
|
)
|
17,003
|
||||||||
Income taxes receivable
|
—
|
22,804
|
(676
|
)
|
||||||||
Prepaid expenses and other assets
|
(7,513
|
)
|
15,227
|
(2,149
|
)
|
|||||||
Accounts payable
|
(21,037
|
)
|
10,558
|
(380
|
)
|
|||||||
Accrued expenses
|
(26,811
|
)
|
(12,767
|
)
|
3,500
|
|||||||
Reserve for sales returns and allowances
|
(7,210
|
)
|
(843
|
)
|
1,198
|
|||||||
Income taxes payable
|
(3,014
|
)
|
(21,018
|
)
|
(987
|
)
|
||||||
Other liabilities
|
3,281
|
(151
|
)
|
(467
|
)
|
|||||||
Total adjustments
|
42,631
|
15,474
|
94,422
|
|||||||||
Net cash provided by operating activities
|
65,801
|
16,723
|
11,394
|
|||||||||
Cash flows from investing activities
|
||||||||||||
Purchases of property and equipment
|
(17,840
|
)
|
(14,765
|
)
|
(14,928
|
)
|
||||||
Proceeds from sale of property and equipment
|
—
|
—
|
145
|
|||||||||
Distributions from joint venture
|
60
|
—
|
—
|
|||||||||
Cash paid for intangible assets
|
—
|
(300
|
)
|
—
|
||||||||
Sale of marketable securities
|
220
|
—
|
—
|
|||||||||
Change in other assets
|
(4,149
|
)
|
—
|
—
|
||||||||
Net cash used in investing activities
|
(21,709
|
)
|
(15,065
|
)
|
(14,783
|
)
|
||||||
Cash flows from financing activities
|
||||||||||||
Surrender of common stock
|
(1
|
)
|
—
|
—
|
||||||||
Repurchase of common stock
|
(13,193
|
)
|
(13,506
|
)
|
—
|
|||||||
Repurchase of common stock for employee tax withholding
|
—
|
(1,462
|
)
|
(79
|
)
|
|||||||
Net proceeds from credit facility borrowings
|
—
|
10,000
|
—
|
|||||||||
Repayment of credit facility borrowings
|
—
|
—
|
(5,000
|
)
|
||||||||
Credit facility costs
|
(188
|
)
|
—
|
—
|
||||||||
Repurchase of convertible senior notes
|
—
|
(8,035
|
)
|
(35,614
|
)
|
|||||||
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 used in financing activities
|
(13,382
|
)
|
(11,955
|
)
|
(21,382
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
30,710
|
(10,297
|
)
|
(24,771
|
)
|
|||||||
Effect of foreign currency translation
|
293
|
(6,167
|
)
|
3,684
|
||||||||
Cash and cash equivalents, beginning of year
|
71,525
|
102,528
|
86,064
|
|||||||||
Cash and cash equivalents, end of year
|
$
|
102,528
|
$
|
86,064
|
$
|
64,977
|
||||||
Cash paid during the period for:
|
||||||||||||
Interest
|
$
|
10,198
|
$
|
9,855
|
$
|
8,778
|
||||||
Income taxes
|
$
|
7,832
|
$
|
2,165
|
$
|
4,076
|
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.
|
|
Fair Value Measurements
|
|||||||||||||||
|
Carrying Amount as of
|
As of December 31, 2016
|
||||||||||||||
|
December 31, 2016
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
|
||||||||||||||||
Cash equivalents
|
$
|
15,312
|
$
|
15,312
|
$
|
—
|
$
|
—
|
|
Fair Value Measurements
|
|||||||||||||||
|
Carrying Amount as of
|
As of December 31, 2017
|
||||||||||||||
|
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
|
|
2017
|
|||
Balance at January 1, 2017
|
$
|
—
|
||
Issuance of 3.25% Convertible Senior Notes due in 2020
|
22,161
|
|||
Change in fair value
|
308
|
|||
Balance at December 31, 2017
|
$
|
22,469
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2017
|
||||
Raw materials
|
|
$
|
5,204
|
|
|
$
|
3,265
|
|
Finished goods
|
|
|
70,231
|
|
|
|
55,167
|
|
|
|
$
|
75,435
|
|
|
$
|
58,432
|
|
Office equipment
|
5 years
|
Automobiles
|
5 years
|
Furniture and fixtures
|
5 - 7 years
|
Leasehold improvements
|
Shorter of length of lease or 10 years
|
|
|
2015
|
||||||||||
|
|
|
|
|
Weighted
|
|
|
|
||||
|
|
|
|
|
Average
|
|
|
|
||||
|
|
Income
|
|
Shares
|
|
Per Share
|
||||||
Basic EPS
|
|
|
|
|
|
|
|
|
|
|||
Income available to common stockholders
|
|
$
|
23,254
|
|
|
|
19,435
|
|
$
|
1.20
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|||
Assumed conversion of convertible senior notes
|
|
|
7,385
|
|
|
|
23,369
|
|
|
|
|
|
Options and warrants
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
Unvested performance stock grants
|
|
|
—
|
|
|
|
347
|
|
|
|
|
|
Unvested restricted stock grants
|
|
|
—
|
|
|
|
170
|
|
|
|
|
|
Diluted EPS
|
||||||||||||
Income available to common stockholders plus assumed exercises and conversion
|
|
$
|
30,639
|
|
|
|
43,321
|
|
|
$
|
0.71
|
|
|
|
2016
|
||||||||||
|
|
|
|
|
Weighted
|
|
|
|
||||
|
|
|
|
|
Average
|
|
|
|
||||
|
|
Income
|
|
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
|
||||||||||
|
|
|
|
|
Weighted
|
|
|
|
||||
|
|
|
|
|
Average
|
|
|
|
||||
|
|
Loss
|
|
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
|
) |
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2016
|
|
2017
|
||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|||
U.S. and Canada
|
|
$
|
478,728
|
|
|
$
|
478,595
|
|
|
$
|
406,411
|
|
International
|
169,826
|
131,229
|
107,231
|
|||||||||
Halloween
|
|
|
97,187
|
|
|
|
96,779
|
|
|
|
99,469
|
|
|
|
$
|
745,741
|
|
|
$
|
706,603
|
|
|
$
|
613,111
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2016
|
|
2017
|
||||||
Income (Loss) from Operations
|
|
|
|
|
|
|
|
|
|
|||
U.S. and Canada
|
|
$
|
17,562
|
|
$
|
17,434
|
|
$
|
(35,720
|
)
|
||
International
|
16,249
|
4,360
|
(13,184
|
)
|
||||||||
Halloween
|
|
|
(3,281
|
)
|
|
|
(4,688
|
)
|
|
|
(15,254
|
)
|
|
|
$
|
30,530
|
|
|
$
|
17,106
|
|
$
|
(64,158
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2016
|
|
2017
|
||||||
Depreciation and Amortization Expense
|
|
|
|
|
|
|
|
|
|
|||
U.S. and Canada
|
|
$
|
13,023
|
|
|
$
|
16,817
|
|
|
$
|
15,286
|
|
International
|
4,439
|
4,549
|
4,079
|
|||||||||
Halloween
|
|
|
1,398
|
|
|
|
1,578
|
|
|
|
1,638
|
|
|
|
$
|
18,860
|
|
|
$
|
22,944
|
|
|
$
|
21,003
|
|
|
December 31,
|
|||||||
|
2016
|
|
2017
|
|||||
Assets
|
|
|
|
|
|
|||
U.S. and Canada
|
$
|
306,895
|
|
|
$
|
229,505
|
|
|
International
|
119,560
|
106,255
|
||||||
Halloween
|
|
37,848
|
|
|
|
34,589
|
|
|
|
$
|
464,303
|
|
|
$
|
370,349
|
|
|
December 31,
|
|||||||
|
2016
|
|
2017
|
|||||
Long-lived Assets
|
|
|
|
|
|
|||
China
|
$
|
15,710
|
|
|
$
|
17,194
|
|
|
United States
|
|
6,587
|
|
|
|
5,755
|
|
|
Hong Kong
|
|
544
|
|
|
|
278
|
|
|
|
$
|
22,841
|
|
|
$
|
23,227
|
|
|
Years Ended December 31,
|
|||||||||||
|
2015
|
2016
|
2017
|
|||||||||
Net Sales by Customer Area
|
||||||||||||
United States
|
$
|
542,101
|
$
|
544,096
|
$
|
479,133
|
||||||
Europe
|
117,313
|
92,811
|
71,094
|
|||||||||
Canada
|
32,587
|
26,947
|
21,882
|
|||||||||
Hong Kong
|
1,675
|
2,012
|
1,064
|
|||||||||
Other
|
52,065
|
40,737
|
39,938
|
|||||||||
|
$
|
745,741
|
$
|
706,603
|
$
|
613,111
|
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||||||||
|
|
|
|
|
Percentage of
|
|
|
|
|
Percentage of
|
|
|
|
|
Percentage of
|
|||||||||
|
|
Amount
|
|
Net Sales
|
|
Amount
|
|
Net Sales
|
|
Amount
|
|
Net Sales
|
||||||||||||
Wal-Mart
|
|
$
|
180,758
|
|
|
|
24.3
|
%
|
|
$
|
186,894
|
26.5
|
%
|
|
$
|
156,436
|
25.5
|
%
|
||||||
Target
|
|
|
96,850
|
|
|
|
13.0
|
|
|
110,233
|
15.6
|
|
|
108,799
|
17.8
|
|||||||||
Toys 'R' Us
|
|
|
96,446
|
|
|
|
12.9
|
|
|
90,568
|
12.8
|
|
|
69,508
|
11.3
|
|||||||||
|
|
$
|
374,054
|
|
|
|
50.2
|
%
|
|
$
|
387,695
|
54.9
|
%
|
|
$
|
334,743
|
54.6
|
%
|
|
U.S. and Canada
|
International
|
Halloween
|
Total
|
||||||||||||
Balance, January 1, 2016:
|
||||||||||||||||
Goodwill
|
$
|
30,218
|
$
|
11,717
|
$
|
2,264
|
$
|
44,199
|
||||||||
Adjustments to goodwill for foreign currency translation
|
(678
|
)
|
(262
|
)
|
(51
|
)
|
(991
|
)
|
||||||||
Balance December 31, 2016
:
|
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
|
|
|
|
|
|
December 31, 2016
|
|
|
December 31, 2017
|
|
||||||||||||||||||
|
|
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
|
|
$
|
(17,248
|
)
|
|
$
|
2,882
|
|
$
|
20,130
|
|
$
|
(18,620
|
)
|
|
$
|
1,510
|
||||||
Product lines
|
|
5.07
|
50,093
|
|
|
(20,634
|
)
|
|
|
29,459
|
|
33,858
|
|
|
(13,178
|
)
|
|
|
20,680
|
||||||||
Customer relationships
|
|
4.90
|
3,152
|
|
|
(2,755
|
)
|
|
|
397
|
|
3,152
|
|
|
(3,152
|
)
|
|
|
―
|
||||||||
Trade names
|
|
5.00
|
3,000
|
|
|
(2,650
|
)
|
|
|
350
|
|
3,000
|
|
|
(3,000
|
)
|
|
|
―
|
||||||||
Non-compete/ Employment contracts
|
|
5.00
|
200
|
|
|
(177
|
)
|
|
|
23
|
|
200
|
|
|
(200
|
)
|
|
|
―
|
||||||||
Total amortized intangible assets
|
|
$
|
76,575
|
|
$
|
(43,464
|
)
|
|
$
|
33,111
|
|
$
|
60,340
|
|
$
|
(38,150
|
)
|
|
$
|
22,190
|
|||||||
Unamortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Trademarks
|
|
|
$
|
2,608
|
|
$
|
―
|
|
$
|
2,608
|
|
$
|
300
|
|
$
|
―
|
|
$
|
300
|
2018
|
$
|
4,261
|
||
2019
|
3,327
|
|||
2020
|
3,053
|
|||
2021
|
3,053
|
|||
2022
|
3,053
|
|||
Thereafter
|
5,443
|
|||
|
$
|
22,190
|
|
2016
|
2017
|
||||||
Royalties
|
$
|
13,805
|
$
|
17,854
|
||||
Inventory liabilities
|
5,425
|
5,943
|
||||||
Salaries and employee benefits
|
3,243
|
4,064
|
||||||
Unearned revenue
|
779
|
3,924
|
||||||
Bonuses
|
1,500
|
1,914
|
||||||
Goods in transit
|
3,441
|
1,669
|
||||||
Interest expense
|
2,520
|
1,398
|
||||||
Professional fees
|
3,696
|
1,376
|
||||||
Sales commissions
|
816
|
663
|
||||||
Other
|
3,420
|
3,340
|
||||||
|
$
|
38,645
|
$
|
42,145
|
|
|
December 31, 2016
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
Principal/
|
|
Debt
|
|
|
Principal/
|
|
Debt
|
|
||||||||||||||
Fair Value
|
Issuance
|
Net
|
Fair Value
|
Issuance
|
Net
|
|||||||||||||||||||
|
|
Amount
|
|
Costs
|
|
Amount
|
|
Amount
|
|
Costs
|
|
Amount
|
||||||||||||
3.25% convertible senior notes (due 2020) *
|
|
$
|
―
|
|
$
|
―
|
|
$
|
―
|
|
$
|
22,469
|
|
$
|
―
|
|
$
|
22,469
|
||||||
4.25% convertible senior notes (due 2018)
|
|
93,865
|
|
1,098
|
|
92,767
|
|
21,178
|
|
103
|
|
21,075
|
||||||||||||
4.875% convertible senior notes (due 2020)
|
|
|
113,000
|
|
|
2,760
|
|
|
110,240
|
|
|
113,000
|
|
|
1,972
|
|
|
111,028
|
||||||
Total convertible senior notes, net of debt issuance costs
|
|
$
|
206,865
|
|
$
|
3,858
|
|
$
|
203,007
|
|
$
|
156,647
|
|
$
|
2,075
|
|
$
|
154,572
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2016
|
|
2017
|
||||||
Contractual interest expense on the coupon
|
|
$
|
4,250
|
|
|
$
|
4,191
|
|
|
$
|
2,184
|
|
Amortization of debt discount and debt issuance costs recognized as interest expense
|
|
|
836
|
|
|
|
1,172
|
|
|
|
844
|
|
|
|
$
|
5,086
|
|
|
$
|
5,363
|
|
|
$
|
3,028
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2016
|
|
2017
|
||||||
Contractual interest expense
|
|
$
|
―
|
|
|
$
|
―
|
|
|
$
|
103
|
|
Amortization of debt issuance costs recognized as interest expense
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
$
|
―
|
|
|
$
|
―
|
|
|
$
|
103
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2016
|
|
2017
|
||||||
Contractual interest expense
|
|
$
|
5,606
|
|
$
|
5,508
|
|
|
$
|
5,509
|
|
|
Amortization of debt issuance costs recognized as interest expense
|
|
|
811
|
|
|
804
|
|
|
|
789
|
|
|
|
|
$
|
6,417
|
|
$
|
6,312
|
|
|
$
|
6,298
|
|
|
2015
|
2016
|
2017
|
|||||||||
Federal
|
$
|
—
|
$
|
1,549
|
$
|
550
|
||||||
State and local
|
708
|
652
|
51
|
|||||||||
Foreign
|
3,044
|
1,637
|
2,256
|
|||||||||
Total Current
|
3,752
|
3,838
|
2,857
|
|||||||||
APIC
|
—
|
548
|
—
|
|||||||||
Deferred
|
(329
|
)
|
(259
|
)
|
(1,251
|
)
|
||||||
Total
|
$
|
3,423
|
$
|
4,127
|
$
|
1,606
|
|
2016
|
2017
|
||||||
Net deferred tax assets/(liabilities):
|
||||||||
Reserve for sales allowances and possible losses
|
$
|
801
|
$
|
611
|
||||
Accrued expenses
|
1,739
|
1,375
|
||||||
Prepaid royalties
|
16,806
|
13,631
|
||||||
Accrued royalties
|
2,638
|
1,864
|
||||||
Inventory
|
3,506
|
6,146
|
||||||
State income taxes
|
98
|
26
|
||||||
Property and equipment
|
4,997
|
4,257
|
||||||
Original issue discount interest
|
(6,945
|
)
|
(2,131
|
)
|
||||
Goodwill and intangibles
|
29,378
|
15,782
|
||||||
Share based compensation
|
1,607
|
578
|
||||||
Undistributed foreign earnings
|
(48,731
|
)
|
(2,524
|
)
|
||||
Federal and state net operating loss carryforwards
|
22,755
|
14,091
|
||||||
Credit carryforwards
|
21,097
|
35,195
|
||||||
Other
|
(2,495
|
)
|
22
|
|||||
Gross
|
47,251
|
88,923
|
||||||
Valuation allowance
|
(49,285
|
)
|
(89,706
|
)
|
||||
Total net deferred tax liabilities
|
$
|
(2,034
|
)
|
$
|
(783
|
)
|
|
|
2015
|
|
2016
|
|
2017
|
||||||
Federal income tax expense
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
State income tax expense, net of federal tax effect
|
|
|
1.0
|
|
|
|
(3.6
|
)
|
|
|
5.0
|
|
Effect of differences in U.S. and foreign statutory rates
|
|
|
(9.4
|
)
|
|
|
(53.7
|
)
|
|
|
1.9
|
|
Uncertain tax positions
|
|
|
0.3
|
|
|
|
3.4
|
|
|
|
―
|
|
Earn-out adjustments
|
(7.4
|
)
|
―
|
―
|
||||||||
Provision to return
|
12.2
|
4.5
|
(0.7)
|
|||||||||
Non-deductible expenses
|
1.1
|
8.9
|
(48.0)
|
|||||||||
Other
|
|
|
0.5
|
|
|
|
0.6
|
|
|
|
(0.2)
|
|
Foreign deemed dividend
|
|
|
1.7
|
|
|
|
262.2
|
|
|
|
―
|
|
Foreign tax credit
|
|
|
(0.5
|
)
|
|
|
(126.1
|
)
|
|
|
20.3
|
|
Undistributed foreign earnings
|
―
|
906.5
|
57.3
|
|||||||||
Effect of change in federal statutory rate
|
―
|
―
|
(23.0)
|
|||||||||
Valuation allowance
|
|
|
(21.6
|
)
|
|
|
(960.9
|
)
|
|
|
(49.6
|
)
|
|
|
|
12.9
|
%
|
|
|
76.8
|
%
|
|
|
(2.0)
|
%
|
|
2015
|
2016
|
2017
|
|||||||||
Domestic
|
$
|
11,692
|
$
|
(7,760
|
)
|
$
|
(85,288
|
)
|
||||
Foreign
|
14,901
|
13,136
|
3,866
|
|||||||||
|
$
|
26,593
|
$
|
5,376
|
$
|
(81,422
|
)
|
Balance, January 1, 2015
|
$
|
2.5
|
||
Current year additions
|
1.8
|
|||
Current year reduction due to lapse of applicable statute of limitations
|
(2.1
|
)
|
||
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 audit settlement
|
(1.1
|
)
|
||
Balance, December 31, 2017
|
$
|
1.3
|
2018
|
$
|
13,403
|
||
2019
|
11,782
|
|||
2020
|
9,614
|
|||
2021
|
9,405
|
|||
2022
|
9,479
|
|||
Thereafter
|
7,121
|
|||
|
$
|
60,804
|
2018
|
$
|
40,725
|
||
2019
|
14,494
|
|||
2020
|
1,914
|
|||
|
$
|
57,133
|
2018
|
$
|
8,936
|
||
2019
|
8,027
|
|||
2020
|
2,285
|
|||
|
$
|
19,248
|
|
Restricted and Performance Based
Stock Awards (RSA)
|
|||||||
|
Number of
Shares
|
Weighted
Average
Fair
Value
|
||||||
|
||||||||
Outstanding, January 1, 2015
|
568,057
|
$ |
6.54
|
|||||
Awarded
|
734,823
|
6.81
|
||||||
Released
|
(227,616
|
)
|
6.60
|
|||||
Forfeited
|
(663,855
|
)
|
6.77
|
|||||
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
|
5.15
|
|
|
Restricted and Performance Based
Stock Units (RSUs)
|
||||||
|
|
Number of
Shares
|
|
Weighted
Average
Fair
Value
|
||||
|
|
|
|
|
|
|
||
Outstanding, December 31, 2016
|
|
|
-
|
|
$ |
-
|
|
|
Awarded
|
|
|
1,001,206
|
5.15
|
||||
Released
|
|
|
-
|
-
|
||||
Forfeited
|
|
|
(42,014
|
)
|
5.15
|
|||
Outstanding, December 31, 2017
|
|
|
959,192
|
5.15
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2016
|
|
2017
|
||||||
|
|
|
|
|
|
|
|
|
|
|||
Restricted stock compensation expense
|
|
$
|
1,562
|
|
|
$
|
1,621
|
|
$
|
3,112
|
||
|
2016
|
2017
|
||||||||||||||||||||||||||||||
|
First
|
Second
|
Third
|
Fourth
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||||||||||||||
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||||||||||||||
|
(in thousands, except per share data)
|
|||||||||||||||||||||||||||||||
Net sales
|
$
|
95,809
|
$
|
140,977
|
$
|
302,791
|
$
|
167,026
|
$
|
94,505
|
$
|
119,565
|
$
|
262,413
|
$
|
136,628
|
||||||||||||||||
Gross profit
|
$
|
31,183
|
$
|
44,800
|
$
|
94,933
|
$
|
52,105
|
$
|
30,021
|
$
|
33,719
|
$
|
61,781
|
$
|
30,160
|
||||||||||||||||
Income (loss) from operations
|
$
|
(13,816
|
)
|
$
|
(1,100
|
)
|
$
|
34,413
|
$
|
(2,391
|
)
|
$
|
(15,724
|
)
|
$
|
(14,108
|
)
|
$
|
(7,746
|
)
|
$
|
(26,580
|
)
|
|||||||||
Income (loss) before provision
(benefit) for income taxes
|
$
|
(16,951
|
)
|
$
|
(3,441
|
)
|
$
|
31,612
|
$
|
(5,844
|
)
|
$
|
(18,629
|
)
|
$
|
(16,371
|
)
|
$
|
(16,651
|
)
|
$
|
(29,771
|
)
|
|||||||||
Net income (loss)
|
$
|
(17,383
|
)
|
$
|
(4,145
|
)
|
$
|
30,529
|
$
|
(7,752
|
)
|
$
|
(18,825
|
)
|
$
|
(16,687
|
)
|
$
|
(17,569
|
)
|
$
|
(30,487
|
)
|
|||||||||
Basic earnings (loss) per share
|
$
|
(1.01
|
)
|
$
|
(0.27
|
)
|
$
|
1.91
|
$
|
(0.47
|
)
|
$
|
(1.01
|
)
|
$
|
(.77
|
)
|
$
|
(.77
|
)
|
$
|
(1.33
|
)
|
|||||||||
Weighted average shares
outstanding
|
17,218
|
16,402
|
16,044
|
16,098
|
18,104
|
21,616
|
22,772
|
22,799
|
||||||||||||||||||||||||
Diluted earnings (loss) per share
|
$
|
(1.01
|
)
|
$
|
(0.27
|
)
|
$
|
0.82
|
$
|
(0.47
|
)
|
$
|
(1.01
|
)
|
$
|
(.77
|
)
|
$
|
(.77
|
)
|
$
|
(1.33
|
)
|
|||||||||
Weighted average shares and
equivalents outstanding
|
17,218
|
16,402
|
39,504
|
16,098
|
18,104
|
21,616
|
22,772
|
22,799
|
Note 22 – Subsequent Events
|
|
Balance at
|
Charged to
|
Balance
|
|||||||||||||
|
Beginning
|
Costs and
|
at End
|
|||||||||||||
|
of Period
|
Expenses
|
Deductions
|
of Period
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
Year ended December 31, 2015:
|
||||||||||||||||
Allowance for:
|
||||||||||||||||
Uncollectible accounts
|
$
|
3,264
|
$
|
(143
|
)
|
$
|
(407
|
)
|
$
|
2,714
|
||||||
Reserve for potential product obsolescence
|
7,877
|
1,511
|
(1,337
|
)
|
8,051
|
|||||||||||
Reserve for sales returns and allowances
|
24,477
|
42,507
|
(49,717
|
)
|
17,267
|
|||||||||||
|
$
|
35,618
|
$
|
43,875
|
$
|
(51,461
|
)
|
$
|
28,032
|
|||||||
Year ended December 31, 2016:
|
||||||||||||||||
Allowance for:
|
||||||||||||||||
Uncollectible accounts
|
$
|
2,714
|
$
|
303
|
$
|
(153
|
)
|
$
|
2,864
|
|||||||
Reserve for potential product obsolescence
|
8,051
|
(161
|
)
|
(273
|
)
|
7,617
|
||||||||||
Reserve for sales returns and allowances
|
17,267
|
50,582
|
(51,425
|
)
|
16,424
|
|||||||||||
|
$
|
28,032
|
$
|
50,724
|
$
|
(51,851
|
)
|
$
|
26,905
|
|||||||
Year ended December 31, 2017:
|
||||||||||||||||
Allowance for:
|
||||||||||||||||
Uncollectible accounts
|
$
|
2,864
|
$
|
11,803
|
$
|
(3,727
|
)
|
$
|
10,940
|
|||||||
Reserve for potential product obsolescence
|
7,617
|
7,593
|
(764
|
)
|
14,446
|
|||||||||||
Reserve for sales returns and allowances
|
16,424
|
42,654
|
(41,456
|
)
|
17,622
|
|||||||||||
|
$
|
26,905
|
$
|
62,050
|
$
|
(45,947
|
)
|
$
|
43,008
|
/S/ BDO USA, LLP
|
|
Name
|
Age
|
Positions with the Company
|
|||
|
|
||||
Stephen G. Berman
|
53
|
Chief Executive Officer, President, Secretary and Director
|
|||
Joel M. Bennett
|
56
|
Executive Vice President and Chief Financial Officer
|
|||
John J. McGrath
|
52
|
Chief Operating Officer
|
|||
Michael S. Sitrick
|
70
|
Director
|
|||
Murray L. Skala
|
71
|
Director
|
|||
Alexander Shoghi
|
36
|
Director
|
|||
Rex H. Poulsen
|
66
|
Director
|
|||
Michael J. Gross
|
42
|
Director
|
|||
Zhao Xiaoqiang
|
50
|
Director
|
●
|
Activision Blizzard, Inc
|
|
●
|
Deckers Outdoor Corporation
|
|
●
|
Electronic Arts, Inc.
|
|
●
|
Hasbro, Inc.
|
|
●
|
Mattel, Inc.
|
|
● | Take-Two Interactive, Inc. |
Median Employee total annual compensation (excluding Mr. Berman)
|
$
|
67,807
|
||
Mr. Berman’s total annual compensation
|
$
|
2,139,711
|
||
Ratio of PEO to Median Employee Compensation
|
3.2
|
%
|
|
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
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($) (1)
|
Total
($)
|
|||||||||||||||||||||||||
Stephen G. Berman
|
2017
|
1,475,000
|
750,000
|
3,500,000
|
―
|
―
|
―
|
30,000
|
5,755,000
|
|||||||||||||||||||||||||
Chief Executive Officer,
|
2016
|
1,372,916
|
652,500
|
―
|
―
|
―
|
―
|
30,000
|
2,055,416
|
|||||||||||||||||||||||||
President and Secretary
|
2015
|
1,240,000
|
1,241,200
|
262,500
|
—
|
—
|
—
|
30,000
|
2,773,700
|
|||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||
John J. McGrath
|
2017
|
690,000
|
138,000
|
1,000,000
|
―
|
―
|
―
|
26,400
|
1,854,400
|
|||||||||||||||||||||||||
Chief Operating Officer
|
2016
|
675,000
|
―
|
―
|
―
|
―
|
―
|
26,400
|
701,400
|
|||||||||||||||||||||||||
2015
|
660,000
|
566,600
|
69,378
|
—
|
—
|
—
|
26,400
|
1,322,378
|
||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||
Joel M. Bennett
|
2017
|
505,000
|
―
|
294,000
|
―
|
―
|
―
|
24,000
|
823,000
|
|||||||||||||||||||||||||
Executive Vice President
|
2016
|
490,000
|
―
|
―
|
―
|
―
|
―
|
24,000
|
514,000
|
|||||||||||||||||||||||||
and Chief Financial Officer
|
2015
|
475,000
|
142,500
|
―
|
―
|
―
|
―
|
24,000
|
641,500
|
(1)
|
Represents automobile allowances paid in the amount of $18,000, $14,400 and $12,000 to each of Messrs. Berman, McGrath and Bennett, respectively, for 2015, 2016 and 2017; amount also includes matching contributions made by us to the Named Officer’s 401(k) defined contribution plan in the amount of $12,000, $12,000 and $12,000, respectively, for 2015, 2016 and 2017, for each of Messrs. Berman, McGrath and Bennett. See “Employee Pension Plan.”
|
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price
($)
|
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
|
—
|
—
|
—
|
—
|
—
|
679,612
|
1,597,088
|
—
|
—
|
|||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
John J. McGrath
|
—
|
—
|
—
|
—
|
—
|
194,175
|
456,311
|
—
|
—
|
|||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Joel M. Bennett
|
—
|
—
|
—
|
—
|
—
|
57,087
|
134,154
|
—
|
—
|
(1)
|
The product of (x) $2.35 (the closing sale price of the common stock on December 29, 2017) multiplied by (y) the number of unvested restricted shares outstanding.
|
|
Option Awards
|
Stock Awards
|
||||||||||||||
Name
|
Number of
Shares
Acquired on
Exercise (#)
|
Value
Realized on
Exercise
($)
|
Number of
Shares
Acquired on
Vesting (#)
|
Value
Realized on
Vesting ($)
|
||||||||||||
Stephen G. Berman
|
—
|
—
|
—
|
—
|
||||||||||||
|
||||||||||||||||
John J. McGrath
|
—
|
—
|
—
|
—
|
||||||||||||
|
||||||||||||||||
Joel M. Bennett
|
—
|
—
|
—
|
—
|
|
Upon
Retirement
|
Quits For
“Good
Reason”
(2)
|
Upon
Death
|
Upon
“Disability”
(3)
|
Termination
Without
“Cause”
|
Termination
For “Cause”
(4)
|
Involuntary
Termination
In
Connection
with Change
of
Control(5)
|
|||||||||||||||||||||
Base Salary
|
$
|
―
|
$
|
4,425,000
|
$
|
―
|
$
|
―
|
$
|
4,425,000
|
$
|
―
|
$
|
5,373,918
|
(
6)
|
|||||||||||||
Restricted Stock -
Performance-Based
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
|||||||||||||||||||||
Annual Cash Incentive
Award (1)
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
|
(1) Assumes that if the Named Officer is terminated on December 31, 2017, they were employed through the end of the incentive period.
|
|
|
|
(2) 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.
|
|
|
|
(3) 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 180 days in any consecutive 12-month period.
|
|
|
|
(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 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;
|
|
(5) 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 not entitled to any payments that would be an excess parachute payment, and such payments are to be reduced by the least amount necessary to avoid the excise tax. Accordingly, our tax deduction would not be disallowed under Section 280G of the Code, and no excise tax would be imposed under Section 4999 of the Code.
|
|
|
|
(6) 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 the Code (which was $1,797,297 in 2017).
|
|
Upon
Retirement
|
Quits For
“Good
Reason”
(2)
|
Upon
Death
|
Upon
“Disability”
(3)
|
Termination
Without
“Cause”
|
Termination
For “Cause”
(4)
|
Involuntary
Termination
In
Connection
with Change
of
Control(5)
|
|||||||||||||||||||||
Base Salary
|
$
|
―
|
$
|
2,070,000
|
$
|
―
|
$
|
―
|
$
|
2,070,000
|
$
|
―
|
$
|
2,070,000
|
(6)
|
|||||||||||||
Restricted Stock -
Performance-Based
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
|||||||||||||||||||||
Annual Cash Incentive
Award (1)
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
|
(1) Assumes that if the Named Officer is terminated on December 31, 2017, they were employed through the end of the incentive period.
|
|
|
|
(2) 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.
|
|
|
|
(3) 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 180 days in any consecutive 12-month period.
|
|
|
|
(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;
|
|
(5) 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. McGrath 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. McGrath is not entitled to any payments that would be an excess parachute payment, and such payments are to be reduced by the least amount necessary to avoid the excise tax. Accordingly, our tax deduction would not be disallowed under Section 280G of the Code, and no excise tax would be imposed under Section 4999 of the Code.
|
|
|
|
(6) Under the terms of Mr. McGrath’s employment agreement (see “ - Employment Agreements”), if a change of control occurs and within two years 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”
(2)
|
Upon
Death
|
Upon
“Disability”
(3)
|
Termination
Without
“Cause”
|
Termination
For “Cause”
(4)
|
Involuntary
Termination
In
Connection
with Change
of
Control(5)
|
|||||||||||||||||||||
Base Salary
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
(6)
|
|||||||||||||
Restricted Stock -
Performance-Based
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
|||||||||||||||||||||
Annual Cash Incentive
Award (1)
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
|
(1) Assumes that if the Named Officer is terminated on December 31, 2017, they were employed through the end of the incentive period.
|
|
|
|
(2) 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.
|
|
|
|
(3) 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 180 days in any consecutive 12-month period.
|
|
|
|
(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;
|
|
(5) 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. Bennett 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. Bennett is not entitled to any payments that would be an excess parachute payment, and such payments are to be reduced by the least amount necessary to avoid the excise tax. Accordingly, our tax deduction would not be disallowed under Section 280G of the Code, and no excise tax would be imposed under Section 4999 of the Code.
|
|
|
|
(6) Under the terms of Mr. Bennett’s employment agreement (see “Employment Agreements”), if a change of control occurs and within two years thereafter Mr. Bennett 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.
|
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
|
2017
|
75,000
|
99,519
|
(1
|
) |
—
|
—
|
—
|
—
|
174,519
|
||||||||||||||||||||||
Rex H. Poulsen
|
2017
|
165,000
|
99,519
|
(1
|
) |
—
|
—
|
—
|
—
|
264,519
|
||||||||||||||||||||||
Michael S. Sitrick
|
2017
|
125,000
|
99,519
|
(1
|
) |
—
|
—
|
—
|
—
|
224,519
|
||||||||||||||||||||||
Alexander Shoghi
|
(2
|
) |
2017
|
86,301
|
86,551
|
(4
|
) |
—
|
—
|
—
|
—
|
172,852
|
||||||||||||||||||||
Michael J. Gross
|
2017
|
125,000
|
99,519
|
(1
|
) |
—
|
—
|
—
|
—
|
224,519
|
||||||||||||||||||||||
Zhao Xiaoquiang
|
(3
|
) |
2017
|
51,164
|
66,195
|
(5
|
) |
117,359
|
|
(1) The value of the shares was determined by taking the product of (a) 19,324 shares of restricted stock multiplied by (b) $5.15, the last sales price of our common stock on January 1, 2016, as reported by Nasdaq, the date prior to the date the shares were granted, all of which shares vested on January 1, 2018.
|
|
|
(2) Mr. Shoghi was reappointed to the Board on February 20, 2017.
|
|
|
|
(3) Mr. Xiaoquiang was appointed to the Board on April 27, 2017.
|
|
|
(4) The value of the shares was determined by taking the product of (a) 16,806 shares of restricted stock multiplied by (b) $5.15, the last sales price of our common stock on February 17, 2017, as reported by Nasdaq, the date prior to the date the shares were granted, all of which shares vested on January 1, 2018.
|
(5) The value of the shares was determined by taking the product of (a) 13,319 shares of restricted stock multiplied by (b) $4.97, the last sales price of our common stock on April 26, 2017, as reported by Nasdaq, the date prior to the date the shares were granted, all of which shares vested on January 1, 2018.
|
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
|
)
|
8.6
|
%
|
||||
Oasis Management Company Ltd.
|
2,506,930(6
|
)
|
8.3
|
|||||
Wolverine Asset Management, LLC
|
1,712,746(7
|
)
|
5.5
|
|||||
Renaissance Technologies LLC
|
2,069,500(8
|
)
|
7.1
|
|||||
Hongkong Meisheng Cultural Company Limited
|
5,239,538(9
|
)
|
18.0
|
|||||
Stephen G. Berman
|
2,311,086(10
|
)
|
7.9
|
|||||
Rex H. Poulsen
|
120,590(11
|
)
|
*
|
|||||
Michael S. Sitrick
|
133,217(12
|
)
|
*
|
|||||
Murray L. Skala
|
156,545(13
|
)
|
*
|
|||||
Joel M. Bennett
|
42,682
|
*
|
||||||
John J. McGrath
|
643,085(14
|
)
|
2.2
|
|||||
Alexander Shoghi
|
70,928(15
|
)
|
*
|
|||||
Michael J. Gross
|
63,367(16
|
)
|
*
|
|||||
Zhao Xiaoqiang
|
54,899(17
|
)
|
*
|
|||||
All directors and executive officers as a group (9 persons)
|
3,596,399(18
|
)
|
12.3
|
*
|
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 4, 2018. 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 any shares of common stock issuable upon the conversion of $42.7 million of our 4.25% convertible senior notes due 2018, initially convertible at the rate of 114.3674 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) nor any shares of common stock issuable upon the conversion of $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). 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, 68Des Voeux Road, Central, Hong Kong. Possesses shared voting and dispositive power of such shares. 1,063,553 of such shares underlie convertible notes. All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13D/A filed on November 8, 2017.
|
|
|
(7)
|
The address of Wolverine Asset Management, LLC is175 West Jackson Blvd., Suite 340, Chicago Illinois 60604. Possesses joint voting and dispositive power with respect to 1,704,622 of such shares (the balance is held jointly by other related parties) and all which shares (except for 8,124 shares) underlie presently convertible notes. All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13G/A filed on February 14, 2018.
|
(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 14, 2018.
|
|
|
(9)
|
The address of Hongkong 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)
|
Includes 1,489,362 shares of common stock issued on January 1, 2018 pursuant to the terms of Mr. Berman’s January 1, 2003 Employment Agreement (as amended to date), which shares are further subject to the terms of our January 1, 2018 Restricted Stock Award Agreement with Mr. Berman (the “Berman Agreement”). The Berman Agreement provides that Mr. Berman will forfeit his rights to some or all 1,489,362 shares unless certain conditions precedent are met prior to January 1, 2019, 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.
|
|
|
(11)
|
Includes 120,590 shares of Common Stock issued pursuant to our 2002 Stock Award and Incentive Plan pursuant to which 41,580 of such shares may not be sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2019. 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 133,217 shares of Common Stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 41,580 of such shares may not be sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2019. 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 156,545 shares of Common Stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 41,580 of such shares may not be sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2019. 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)
|
Includes 425,532 shares of common stock issued on January 1, 2018 pursuant to the terms of Mr. McGrath’s March 4, 2010 Employment Agreement (as amended to date), which shares are further subject to the terms of our January 1, 2018 Restricted Stock Award Agreement with Mr. McGrath (the “McGrath Agreement”). The McGrath Agreement provides that Mr. McGrath will forfeit his rights to some or all 425,532 shares unless certain conditions precedent are met prior to January 1, 2019, 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.
|
|
|
(15)
|
Consists of 70,928 shares of common stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 41,580 of such shares may not be sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2019. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.
|
|
|
(16)
|
Consists of 63,367 shares of common stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 41,580 of such shares may not be sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2019. 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 54,899 shares of common stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 41,580 of such shares may not be sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2019. 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 Hongkong Meisheng Cultural Company Limited reported above, of which entity Zhao Xiaoqiang is executive director.
|
(18)
|
Does not include the 5,239,538 shares owned by Hongkong Meisheng Cultural Company Limited reported above, of which entity Zhao Xiaoqiang is executive director.
|
|
2016
|
2017
|
||||||
Audit Fees
|
$
|
1,215,000
|
$
|
1,468,199
|
||||
Audit Related Fees
|
49,306
|
32,292
|
||||||
Tax Fees
|
7,555
|
2,103
|
||||||
|
$
|
1,271,861
|
$
|
1,502,594
|
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)
|
|
4.3
|
Credit Agreement dated as of March 27, 2014 by and among Registrant and its US 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 US wholly-owned subsidiaries and General Electric Capital Corporation (20)
|
|
4.4
|
Revolving Loan Note dated March 27, 2014 by Registrant and its US 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)
|
|
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)
|
|
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 Joel M. Bennett (*)
|
|
32.1
|
Section 1350 Certification of Stephen G. Berman (*)
|
|
32.2
|
Section 1350 Certification of Joel M. Bennett (*)
|
|
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.
|
(*)
|
Filed herewith.
|
Dated: March 16, 2018
|
JAKKS PACIFIC, INC.
|
|
|
|
|
|
By:
|
/s/ STEPHEN G. BERMAN
|
|
|
Stephen G. Berman
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ STEPHEN G. BERMAN
|
|
Director and
|
|
March 16, 2018
|
Stephen G. Berman
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
/s/ JOEL M. BENNETT
|
|
(Principal Financial Officer and
|
|
March 16, 2018
|
Joel M. Bennett
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ REX H. POULSEN
|
|
Director
|
|
March 16, 2018
|
Rex H. Poulsen
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL S. SITRICK
|
|
Director
|
|
March 16, 2018
|
Michael S. Sitrick
|
|
|
|
|
|
|
|
|
|
/s/ MURRAY L. SKALA
|
|
Director
|
|
March 16, 2018
|
Murray L. Skala
|
|
|
|
|
/s/ ALEXANDER SHOGHI
|
Director
|
March 16, 2018
|
||
Alexander Shoghi
|
||||
|
|
|
|
|
/s/ MICHAEL J. GROSS
|
|
Director
|
|
March 16, 2018
|
Michael J. Gross
|
|
|
|
|
/s/ ZHAO XIAOQUIANG | Director |
March 16, 2018
|
||
Zhao Xiaoquiang | ||||
Exhibit
Number
|
Description
|
10.8.5 | Fifth Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated February 28, 2018 (*) |
23.1 | Consent of BDO USA, LLP (*) |
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.
|
(*)
|
Filed herewith.
|
1 Year JAKKS Pacific Chart |
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