SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
July
28, 2009
JAKKS PACIFIC,
INC.
(Exact
Name of registrant as specified in its charter)
Delaware |
0-28104 |
95-4527222 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
22619 Pacific Coast Highway Malibu, California |
90265 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (310) 456-7799
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
JAKKS PACIFIC, INC.
INDEX TO FORM 8-K
FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION
July 28, 2009
ITEMS IN FORM 8-K
Page |
||||
Facing Page | 1 | |||
Item 2.02 | Results of Operations and Financial Condition | 3 | ||
Item 8.01 | Other Events | 3 | ||
Item 9.01 | Financial Statements and Exhibits | 3 | ||
Signatures | 4 | |||
Exhibit Index | 5 |
Item 2.02 Results of Operations and Financial Condition.
On July 28, 2009, we issued a press release announcing our results of operations for the quarter ended June 30, 2009. A copy of such release is annexed hereto as an exhibit.
Item 8.01 Other Events.
On July 27, 2009, we issued a press release announcing the arbitrator’s determination in the arbitration between us and THQ, Inc. establishing the rate of the preferred return payment from our video game joint venture with THQ, Inc. for the period from July 1, 2006 through December 31, 2009. A copy of such release is annexed hereto as an exhibit.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit | ||
Number |
Description |
|
99.1* | July 28, 2009 Press Release re results of operations | |
99.2* | July 27, 2009 Press Release re results of arbitration | |
----------------------------- | ||
* Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: |
July 28, 2009 |
JAKKS PACIFIC, INC. |
|
|
|||
|
|
By: |
/s/ Jack Friedman |
Jack Friedman |
|||
Chairman and Co-Chief Executive Officer |
EXHIBIT INDEX
Exhibit | ||
Number |
Description |
|
99.1 | July 28, 2009 Press Release re results of operations | |
99.2 |
July 27, 2009 Press Release re results of arbitration |
5
Exhibit 99.1
JAKKS Pacific® Reports Second Quarter 2009 Results
--- Reports Second Quarter Loss; Reduces Fiscal 2009 Guidance ---
--- Announces Write-Down and Non-Cash Impairment Charges ---
MALIBU, Calif.--(BUSINESS WIRE)--July 28, 2009--JAKKS Pacific, Inc. (NASDAQ:JAKK) reported results for the Company’s second quarter and first six months ended June 30, 2009.
Net sales for the second quarter were $144.8 million, compared to $145.3 million reported in the comparable period last year; and net sales for the six months were $253.5 million, compared to $276.2 million during the same period in 2008. JAKKS reported a net loss for the second quarter of $406.5 million, or $14.96 per share, compared to net income of $4.2 million, or $0.15 per diluted share, reported in the second quarter of 2008. The net loss for the six month period was $417.3 million, or $15.35 per share, compared to earnings for the first six months of 2008 of $5.0 million, or $0.18 per diluted share.
On a non-GAAP basis, net sales for the second quarter of 2009 were $145.4 million and $254.1 million for the six month period, compared to $145.3 million and $276.2 million for the second quarter and first six months of 2008 on a non-GAAP basis. On a non-GAAP basis, JAKKS reported a net loss for the second quarter of $0.9 million, or $0.03 per share, compared to net income of $4.8 million, or $0.17 per diluted share in the second quarter of 2008. The non-GAAP net loss for the first six months of 2009 was $11.7 million, or $0.43 per share, compared to non-GAAP net income of $6.8 million, or $0.24 per diluted share for the first six months of 2008.
Second quarter and six month GAAP results include the following, which were excluded in the non-GAAP results noted above:
2009
2008
The goodwill impairment charge does not affect the Company’s liquidity or business operations, and is not expected to limit or change its ability to continue to generate positive future cash flows from these intangible assets.
Operations used cash in the quarter of $24.5 million. As of June 30, 2009, our working capital was $244.1 million, including cash and equivalents and marketable securities of $122.6 million, and we continue to evaluate potential acquisition opportunities while executing on internal growth initiatives.
“We continue to experience challenges that are affecting our top and bottom lines, and are clearly in the midst of one of the most difficult economic environments in JAKKS’ history,” said Jack Friedman, Chairman and Co-CEO. “We are anticipating sales of core JAKKS products to be lower than expected for this year due to continued softness at retail, coupled with underperforming lines in the current portfolio, such as Hannah Montana, WWE, Pokémon and Cabbage Patch Kids.”
Stephen Berman, JAKKS Co-CEO and president continued, “We are implementing significant cost-reduction measures company-wide. The Company is evaluating its business operations and will institute a restructuring plan to streamline operations, reduce costs and lower capital expenditures to position the Company for future enhanced profitability and growth. These cost-saving efforts are intended to reduce spending given the lower than expected sales forecasts across a number of product lines in the portfolio and lower gross margins overall, and will include headcount reductions, a consolidation of office spaces and other efficiencies that will be implemented during the remainder of 2009. The Company expects to incur significant charges in connection with the implementation of the restructuring plan, most of which will be recognized in the remainder of fiscal 2009 and will be excluded from the Company’s non-GAAP results, and expects to begin to benefit from the cost reductions beginning in the second half of this year.
“Our balance sheet remains strong, and we are continuing to develop product that, coupled with our strong retailer and licensor relationships, we believe will position us for future growth. The Company is announcing updated reduced guidance for the 2009 fiscal year after taking into consideration lower than expected sales and gross margins, lower preferred return rate in the payment to the Company from its video game joint venture with THQ and the overall world economic climate. For the 2009 fiscal year the Company is expecting GAAP net sales of approximately $810 million, with a net loss on a GAAP basis of $375.6 million, or $13.54 per share, and is expecting non-GAAP net sales of approximately $810.7 million, with net income on a non-GAAP basis of $30.0 million, or $1.01 per diluted share.”
Use of Non-GAAP Financial information
In addition to the preliminary results reported in accordance with U.S. GAAP included in this release, the Company has provided certain non-GAAP financial information, including net sales information that excludes recall items, and expense information that excludes intangible asset impairment charges and license and inventory impairment charges, among others. Management believes that the presentation of these non-GAAP financial measures provides useful information to investors because this information may allow investors to better evaluate ongoing business performance and certain components of the Company’s results. In addition, the Company believes that the presentation of these non-GAAP financial measures enhances an investor’s ability to make period-to-period comparisons of the Company’s operation results. This information should be considered in addition to the results presented in accordance with GAAP, and should not be considered a substitute for the GAAP results. The company has reconciled the non-GAAP financial information included in this release to the nearest GAAP measure. See the attached “Reconciliation of Non-GAAP Financial Information.”
Conference Call
JAKKS Pacific will webcast its second quarter earnings conference call at 4:45p.m. Eastern time (1:45p.m. Pacific time) today. To listen to the live webcast, go to the Investors section of www.jakks.com, and click on the earnings webcast link under Events and Presentations at least 15 minutes early to register, download and install any necessary audio software. A telephonic playback can be accessed approximately one hour after the webcast ends by calling 888-843-8996 or 630-652-3044 for international callers, passcode “25020058”. The webcast and telephonic playback will be archived for 30 days.
About JAKKS Pacific, Inc.
JAKKS Pacific, Inc. (NASDAQ:JAKK) is a leading designer and marketer of toys and consumer products, with a wide range of products that feature some of the most popular children's toy licenses in the world. JAKKS’ diverse portfolio includes Action Figures, Art Activity Kits, Stationery, Writing Instruments, Performance Kites, Water Toys, Sports Activity Toys, Vehicles, Infant/Pre-School, Plush, Construction Toys, Electronics, Dolls, Dress-Up, Role Play, and Pet Toys and Accessories, sold under various proprietary brands including JAKKS Pacific®, Play Along®, Flying Colors®, Creative Designs International™, Road Champs®, Child Guidance®, Pentech®, Funnoodle®, Go Fly a Kite®, Color Workshop®, JAKKS Pets®, EyeClops®, Plug It In & Play TV Games™, Girl Gourmet®, Kids Only®, Tollytots® and Disguise. JAKKS is an award-winning licensee of several hundred nationally and internationally known trademarks including Disney®, Nickelodeon®, Warner Bros.®, World Wrestling Entertainment®, Ultimate Fighting Championship®, Graco® and Cabbage Patch Kids. JAKKS and THQ Inc. participate in a joint venture that has worldwide rights to publish and market World Wrestling Entertainment video games. For further information, visit www.jakks.com.
This press release may contain forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that are based on current expectations, estimates and projections about JAKKS Pacific's business based partly on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such statements due to numerous factors, including, but not limited to, those described above, changes in demand for JAKKS' products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, and difficulties with integrating acquired businesses. The forward-looking statements contained herein speak only as of the date on which they are made, and JAKKS undertakes no obligation to update any of them to reflect events or circumstances after the date of this release.
JAKKS Pacific, Inc. and Subsidiaries | ||||||||||||
Condensed Consolidated Balance Sheets | ||||||||||||
June 30, | December 31, | |||||||||||
2009 | 2008 | |||||||||||
(In thousands) | ||||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 122,406 | $ | 169,520 | ||||||||
Marketable securities | 199 | 195 | ||||||||||
Accounts receivable, net | 115,776 | 147,587 | ||||||||||
Inventory, net | 76,563 | 87,944 | ||||||||||
Income taxes receivable | 41,120 | 22,288 | ||||||||||
Deferred income taxes | 82,443 | 17,993 | ||||||||||
Prepaid expenses and other current assets | 28,630 | 29,670 | ||||||||||
Total current assets | 467,137 | 475,197 | ||||||||||
Property and equipment | 81,257 | 81,412 | ||||||||||
Less accumulated depreciation and amortization | 51,280 | 52,914 | ||||||||||
Property and equipment, net | 29,977 | 28,498 | ||||||||||
Goodwill, net | - | 427,693 | ||||||||||
Trademarks & other assets, net | 51,916 | 43,552 | ||||||||||
Investment in video game joint venture | 34,683 | 53,184 | ||||||||||
Total assets | $ | 583,713 | $ | 1,028,124 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
Current liabilities: | ||||||||||||
Accounts payable and accrued expenses | $ | 109,275 | $ | 119,629 | ||||||||
Reserve for sales returns and allowances | 15,793 | 23,317 | ||||||||||
Income taxes payable | - | 7,190 | ||||||||||
Short-term debt | 98,000 | - | ||||||||||
Total current liabilities | 223,068 | 150,136 | ||||||||||
Long term debt | - | 98,000 | ||||||||||
Other liabilities | 6,592 | 2,112 | ||||||||||
Income taxes payable | 4,686 | 4,686 | ||||||||||
Deferred income taxes | 17,140 | 26,237 | ||||||||||
28,418 | 131,035 | |||||||||||
Total liabilities | 251,486 | 281,171 | ||||||||||
Stockholders' equity: | ||||||||||||
Common stock, $.001 par value | 28 | 28 | ||||||||||
Additional paid-in capital | 295,399 | 292,809 | ||||||||||
Retained earnings | 41,029 | 458,345 | ||||||||||
Accumulated other comprehensive income (loss) | (4,229 | ) | (4,229 | ) | ||||||||
332,227 | 746,953 | |||||||||||
Total liabilities and stockholders' equity | $ | 583,713 | $ | 1,028,124 | ||||||||
JAKKS Pacific, Inc. and Subsidiaries | ||||||||||||||||||||||||
Second Quarter Earnings Announcement, 2009 | ||||||||||||||||||||||||
Condensed Statements of Income (Unaudited) | ||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2009 |
2008 |
2009 |
2008 |
|||||||||||||||||||||
(In thousands, expect per share data) | ||||||||||||||||||||||||
Net sales | $ | 144,809 | $ | 145,291 | $ | 253,494 | $ | 276,226 | ||||||||||||||||
Less cost of sales | ||||||||||||||||||||||||
Cost of goods | 100,421 | 73,579 | 158,978 | 142,673 | ||||||||||||||||||||
Royalty expense | 47,196 | 16,192 | 58,108 | 27,657 | ||||||||||||||||||||
Amortization of tools and molds | 3,268 | 3,462 | 5,503 | 6,397 | ||||||||||||||||||||
Cost of sales | 150,885 | 93,233 | 222,589 | 176,727 | ||||||||||||||||||||
Gross profit (loss) | (6,076 | ) | 52,058 | 30,905 | 99,499 | |||||||||||||||||||
Direct selling expenses | 11,961 | 12,339 | 25,035 | 24,444 | ||||||||||||||||||||
Selling, general and administrative expenses | 38,743 | 31,349 | 77,715 | 64,817 | ||||||||||||||||||||
Depreciation and amortization | 3,008 | 2,802 | 5,516 | 5,564 | ||||||||||||||||||||
Write-down of intangible assets | 8,221 | - | 8,221 | - | ||||||||||||||||||||
Write-down of goodwill | 407,125 | - | 407,125 | - | ||||||||||||||||||||
Income (loss) from operations | (475,134 | ) | 5,568 | (492,707 | ) | 4,674 | ||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Profit from video game joint venture | (22,901 | ) | 1,295 | (20,005 | ) | 3,727 | ||||||||||||||||||
Interest income | 70 | 773 | 249 | 2,093 | ||||||||||||||||||||
Interest expense, net of benefit | (1,266 | ) | (1,642 | ) | (2,533 | ) | (3,200 | ) | ||||||||||||||||
Income (loss) before provision (benefit) for taxes | (499,231 | ) | 5,994 | (514,996 | ) | 7,294 | ||||||||||||||||||
Provision (benefit) for income taxes | (92,714 | ) | 1,838 | (97,680 | ) | 2,261 | ||||||||||||||||||
Net income (loss) | $ | (406,517 | ) | $ | 4,156 | $ | (417,316 | ) | $ | 5,033 | ||||||||||||||
Earnings (loss) per share - diluted (basic) | $ | (14.96 | ) | $ | 0.15 | $ | (15.35 | ) | $ | 0.18 | ||||||||||||||
Shares used in earnings (loss) per share | 27,175 | 32,594 | 27,187 | 28,077 | ||||||||||||||||||||
JAKKS Pacific, Inc. and Subsidiaries | ||||||||||||||||||||||||
Reconciliation of GAAP to non-GAAP Results | ||||||||||||||||||||||||
Condensed Statements of Income (Unaudited) | ||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2009 |
2008 |
2009 |
2008 |
|||||||||||||||||||||
(In thousands, expect per share data) | ||||||||||||||||||||||||
Net sales | $ | 144,809 | $ | 145,291 | $ | 253,494 | $ | 276,226 | ||||||||||||||||
Changes in net sales - recall | 610 | - | 610 | - | ||||||||||||||||||||
Non-GAAP net sales | $ | 145,419 | $ | 145,291 | $ | 254,104 | $ | 276,226 | ||||||||||||||||
Income (loss) from operations as reported | $ | (406,517 | ) | $ | 4,155 | $ | (417,316 | ) | $ | 5,033 | ||||||||||||||
Non-GAAP adjustments: | ||||||||||||||||||||||||
Changes in net sales- recall | 610 | - | 610 | - | ||||||||||||||||||||
Changes in cost of sales: | ||||||||||||||||||||||||
Impairment of inventory | 23,348 | 642 | 23,348 | 2,114 | ||||||||||||||||||||
Impairment of inventory - recall | 658 | - | 658 | - | ||||||||||||||||||||
Write-down of abandoned/underperforming licenses | 33,224 | 339 | 33,224 | 432 | ||||||||||||||||||||
Total changes in cost of sales | 57,229 | 981 | 57,229 | 2,546 | ||||||||||||||||||||
Other G&A Expenses | ||||||||||||||||||||||||
Write-down of Other Intangible Assets | 8,221 | - | 8,221 | - | ||||||||||||||||||||
Write-down of Joint Venture receivable | 22,499 | - | 22,499 | - | ||||||||||||||||||||
Write-down of Goodwill | 407,125 | - | 407,125 | - | ||||||||||||||||||||
Write-down of obsolete tools and molds | 2,271 | - | 2,271 | - | ||||||||||||||||||||
Tax impact of above items | (92,260 | ) | (301 | ) | (92,260 | ) | (789 | ) | ||||||||||||||||
Total non-GAAP adjustments | 405,696 | 680 | 405,696 | 1,757 | ||||||||||||||||||||
Non-GAAP income (loss) from continuing operations | $ | (821 | ) | $ | 4,835 | $ | (11,620 | ) | $ | 6,790 | ||||||||||||||
Non-GAAP earnings (loss) per share - diluted: | $ | (0.03 | ) | $ | 0.17 | $ | (0.43 | ) | $ | 0.24 | ||||||||||||||
Shares used in earnings per share diluted | 27,175 | 32,593 | 27,187 | 28,077 | ||||||||||||||||||||
JAKKS Pacific, Inc. and Subsidiaries | ||||||
Reconciliation of GAAP to Non-GAAP Annual Guidance | ||||||
Condensed Statements of Income (Unaudited) | ||||||
(In thousands, expect per share data) | ||||||
FY 2009 | ||||||
Net sales | $ | 810,051 | ||||
Changes in net sales - recall | 610 | |||||
Non-GAAP net sales | $ | 810,661 | ||||
Income (loss) from operations as reported | $ | (375,614 | ) | |||
Non-GAAP adjustments: | ||||||
Changes in net sales- recall | 610 | |||||
Changes in cost of sales: | ||||||
Impairment of inventory | 23,348 | |||||
Impairment of inventory - recall | 658 | |||||
Write-down of abandoned/underperforming licenses | 33,223 | |||||
Total changes in cost of sales | 57,229 | |||||
Other G&A Expenses | ||||||
Write-down of Other Intangible Assets | 8,221 | |||||
Write-down of Joint Venture receivable | 22,499 | |||||
Write-down of Goodwill | 407,125 | |||||
Write-down of obsolete tools and molds | 2,271 | |||||
Tax impact of above items | (92,260 | ) | ||||
Total non-GAAP adjustments | 405,695 | |||||
Non-GAAP income (loss) from continuing operations | $ | 30,081 | ||||
Non-GAAP earnings (loss) per share - diluted: | $ | 1.01 | ||||
Shares used in earnings per share diluted | 32,651 |
CONTACT:
JAKKS Pacific, Inc.
Genna Rosenberg, 310-455-6235
Joel
Bennett, 310-455-6210
Exhibit 99.2
JAKKS Pacific® Announces Result in THQ Arbitration
MALIBU, Calif.--(BUSINESS WIRE)--July 27, 2009--JAKKS Pacific, Inc. (NASDAQ: JAKK) announced that an arbitration with THQ over the rate of JAKKS’ preferred return payment from WWE video game sales generated by the THQ/JAKKS joint venture for the period July 1, 2006 through December 31, 2009, has resulted in a determination by the arbitrator that JAKKS is entitled to receive a preferred return payment at a rate of 6% of net sales of the WWE video games sold by the joint venture, rather than the 10% rate that had been accrued by JAKKS and THQ pending the arbitrator’s decision. The arbitration award requires THQ to pay JAKKS approximately $34 million on account of the preferred return for the period from July 1, 2006 through March 31, 2009. As a result of the decision, JAKKS will reduce its receivable from THQ from approximately $57 million to approximately $34 million and take a non-cash charge of approximately $22.5 million in the second quarter.
The Company will discuss the results of the second quarter in its earnings release scheduled for Tuesday, July 28, 2009 after the stock market closes.
About JAKKS Pacific, Inc.
JAKKS Pacific, Inc. (NASDAQ: JAKK) is a leading designer and marketer of toys and consumer products, with a wide range of products that feature some of the most popular children's toy licenses in the world. JAKKS’ diverse portfolio includes Action Figures, Art Activity Kits, Stationery, Writing Instruments, Performance Kites, Water Toys, Sports Activity Toys, Vehicles, Infant/Pre-School, Plush, Construction Toys, Electronics, Dolls, Dress-Up, Role Play, and Pet Toys and Accessories, sold under various proprietary brands including JAKKS Pacific®, Play Along®, Flying Colors®, Creative Designs International™, Road Champs®, Child Guidance®, Pentech®, Funnoodle®, Go Fly a Kite®, Color Workshop®, JAKKS Pets™, EyeClops®, Plug It In & Play TV Games™, Girl Gourmet™, Kids Only®, Tollytots® and Disguise. JAKKS is an award-winning licensee of several hundred nationally and internationally known trademarks including Disney, Nickelodeon, Warner Bros., World Wrestling Entertainment, Ultimate Fighting Championship, Graco and Cabbage Patch Kids. JAKKS and THQ Inc. participate in a joint venture that has worldwide rights to publish and market World Wrestling Entertainment video games. For further information, visit www.jakks.com.
This press release may contain forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that are based on current expectations, estimates and projections about JAKKS Pacific's business based partly on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such statements due to numerous factors, including, but not limited to, those described above, changes in demand for JAKKS' products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, and difficulties with integrating acquired businesses. The forward-looking statements contained herein speak only as of the date on which they are made, and JAKKS undertakes no obligation to update any of them to reflect events or circumstances after the date of this release.
CONTACT:
JAKKS Pacific, Inc.
Genna Rosenberg, 310-455-6235
or
Joel
Bennett, 310-455-6210