8-K
Jakks Pacific Inc (JAKK)
UNITED STATES
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, 2021
| JAKKS PACIFIC, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 0-28104 | 95-4527222 |
| --- | --- | --- |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 2951 28^th^ Street, Santa Monica, California | 90405 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (424) 268-9444
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.001 par value | JAKK | NASDAQ Global Select Market |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On July 28, 2021, we issued a press release announcing our second quarter results for 2021. Following the issuance of the press release, on July 28, 2021 at 5:00 p.m. ET / 2:00 p.m. PT, we will host a teleconference and webcast for analysts, investors, media and others to discuss the results and other business topics. Such financial information included in the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description |
|---|---|
| 99.1 | July 28, 2021<br> Second Quarter 2021 Earnings Press Release |
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.
| JAKKS PACIFIC, INC. | ||
|---|---|---|
| Dated: July 28, 2021 | ||
| By: | /s/ JOHN KIMBLE | |
| John Kimble, CFO |
Exhibit 99.1
JAKKS Pacific Reports Second Quarter 2021 Financial Results
Highest First-Half Sales since 2018; Sixth Straight Quarter of Year-over-Year Gross Margin Expansion
SANTA MONICA, Calif.--(BUSINESS WIRE)--July 28, 2021--JAKKS Pacific, Inc. (NASDAQ: JAKK) today reported financial results for the second quarter ended June 30, 2021.
Second Quarter 2021 Overview:
- Net sales were $112.4 million, up 43% compared to $78.8 million last year, and up 18% compared to $95.2 million in 2019
- Gross margin of 28.4%, up 710 basis points vs. Q2 2020
- Highest Q2 gross margin percentage since 2016
- Refinanced long-term debt to 2027 maturity, lower leverage and a 300-basis point improvement in borrowing cost
- Accelerated maturity of convertible debt to September 2021, $2.9 million currently outstanding as of July 27, 2021
- Net loss attributable to common stockholders of $15.4 million or $2.48 per share, compared to a net loss attributable to common stockholders of $23.6 million or $7.70 per share in Q2 2020
- Adjusted net loss attributable to common stockholders (a non-GAAP measure) of $2.3 million or $0.38 per share, compared to an adjusted net loss attributable to common stockholders of $13.4 million or $4.38 per share in Q2 2020
- Adjusted EBITDA (a non-GAAP measure) was $5.0 million, compared to negative $4.6 million in the second quarter of 2020
- Trailing twelve month adjusted EBITDA of $49.1 million (8.7% of net sales) up 69% from $29.0 million (5.0% of net sales) in the trailing twelve months ended June 2020
Management Commentary
“I couldn’t be prouder of our organization’s execution in the past quarter,” said Stephen Berman, CEO of JAKKS Pacific. “It has been well publicized within our industry and others the challenges being faced with the supply-chain and logistics, stretching from Asia to the U.S. and Europe. Nonetheless, our teams worked together across offices to deliver product to our customers as well as build up our domestic inventory in preparation for the second half of the year. The focus of the organization as it continues to navigate the pandemic is extremely gratifying and a testament to our agility as a hands-on, customer-focused company.
"From a sales perspective, we saw excellent results across our Toys/Consumer Products and our Costumes businesses, both in North America and Internationally. Strong consumer demand continues to fuel our Toy business and we anticipate strong results from several programs we are initiating for this Holiday season with our largest customers. In addition, we are on track for what we anticipate will be a great Halloween season with a wide range of new introductions including Jurassic World®, Minions®, Ghostbusters® and The Paw Patrol Movie™.”
Second Quarter 2021 Results
Net sales for the second quarter of 2021 were $112.4 million, up 43% versus $78.8 million last year. The Toys/Consumer Products segment sales were up 45% globally and sales of Disguise costumes were up 37% compared to last year.
Year-to-date Toys/Consumer Products sales were up 36% compared to 2020 and 28% compared to 2019. Year-to-date the Costumes segment was up 31% compared to 2020 and down 13% compared to 2019 which featured a more robust entertainment slate.
Cash and Cash Equivalents
The Company’s cash and cash equivalents (including restricted cash) totaled $38.3 million as of June 30, 2021 compared to $52.7 million as of June 30, 2020, and $92.7 million as of December 31, 2020.
Debt Refinancing
During the quarter, the Company refinanced its long-term debt due in 2023 into a new term loan maturing in 2027. The Company used a portion of its cash to lower its level of long-term debt, in addition to lowering its interest rate from 10.5% to 7.5% as part of the transaction. The payoff of the previous term loan accelerated the maturity of the Company’s unsecured senior convertible notes, such that they now mature in September 2021. As of July 27, 2021, $2.9 million in notes remain, the balance having been converted into common stock. Also as of July 27, 2021, the Company has 9.4 million common shares outstanding.
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 Adjusted EBITDA which is a non-GAAP metric that excludes various items that are detailed in the financial tables and accompanying footnotes reconciling GAAP to non-GAAP results contained in this release. Management believes that the presentation of these non-GAAP financial measures provides useful information to investors because the 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 financial measures enhances an investor’s ability to make period-to-period comparisons of the Company’s operating 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 measures. See the attached “Reconciliation of Non-GAAP Financial Information.” “Total liquidity” is calculated as cash and cash equivalents, plus availability under the Company’s $67.5 million revolving credit facility.
Conference Call Live Webcast
JAKKS Pacific will webcast its second quarter earnings call at 5:00 p.m. Eastern Time/2:00 p.m. Pacific Time today. To listen to the live webcast and access the accompanying presentation slides, go to www.jakks.com/investors and click on the earnings website link under the Presentations tab at least 20 minutes prior to register, download and install any necessary audio software.
A replay of the call will be available on JAKKS’ website approximately two hours following completion of the call through August 4, 2021 ending at 8:00 p.m. Eastern Time/5:00 p.m. Pacific Time. The playback can be accessed by calling (855) 859-2056 or (404) 537-3406 for international callers, with passcode “6568680” for both playback numbers.
About JAKKS Pacific, Inc.
JAKKS Pacific, Inc. is a leading designer, manufacturer and marketer of toys and consumer products sold throughout the world, with its headquarters in Santa Monica, California. JAKKS Pacific’s popular proprietary brands include: Creepy Crawlers®, Eyeclops®, Fly Wheel®, Kitten Catfe™, Perfectly Cute®, ReDo Skateboard Co.®, WeeeDo™, Xtreme Power®, Disguise®, Maui®, Moose Mountain®, Kids Only!®; a wide range of entertainment-inspired products featuring premier licensed properties; and C’est Moi®, a New Generation of Clean Beauty®. Through JAKKS Cares, the company’s commitment to philanthropy, JAKKS is helping to make a positive impact on the lives of children. Visit us at www.jakks.com and follow us on Instagram (@jakkstoys), Twitter (@jakkstoys) and Facebook (JAKKS Pacific).
Forward Looking Statements
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 Pacific's products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, or that the Recapitalization transaction or any future transactions will result in future growth or success of JAKKS. 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 | ||||||||
| (In thousands) | ||||||||
| December 31, | ||||||||
| 2020 | 2020 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 37,511 | $ | 48,133 | $ | 87,953 | |||
| Restricted cash | 830 | 4,555 | 4,740 | |||||
| Accounts receivable, net | 107,898 | 69,003 | 102,254 | |||||
| Inventory | 60,580 | 57,681 | 38,642 | |||||
| Prepaid expenses and other assets | 32,495 | 28,448 | 17,239 | |||||
| Total current assets | 239,314 | 207,820 | 250,828 | |||||
| Property and equipment | 118,804 | 112,977 | 114,045 | |||||
| Less accumulated depreciation and amortization | 104,147 | 95,998 | 100,534 | |||||
| Property and equipment, net | 14,657 | 16,979 | 13,511 | |||||
| Operating lease right-of-use assets, net | 20,688 | 27,644 | 24,393 | |||||
| Goodwill | 35,083 | 35,083 | 35,083 | |||||
| Intangibles and other assets, net | 5,389 | 12,894 | 5,554 | |||||
| Total assets | 315,131 | $ | 300,420 | $ | 329,369 | |||
| LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | 106,382 | $ | 78,295 | $ | 79,799 | |||
| Reserve for sales returns and allowances | 42,282 | 32,312 | 42,108 | |||||
| Income taxes payable | 703 | 502 | 484 | |||||
| Short term operating lease liabilities | 10,481 | 9,632 | 9,925 | |||||
| Short term debt, net | 33,596 | 1,772 | 5,950 | |||||
| Total current liabilities | 193,444 | 122,513 | 138,266 | |||||
| Long term operating lease liabilities | 12,276 | 20,743 | 16,883 | |||||
| Debt, non-current portion, net | 95,735 | 174,164 | 150,410 | |||||
| Other liabilities | 16,976 | 3,333 | 8,062 | |||||
| Income taxes payable | 215 | 1,491 | 947 | |||||
| Deferred tax liability, net | 123 | 226 | 123 | |||||
| Total liabilities | 318,769 | 322,470 | 314,691 | |||||
| Preferred stock | 2,397 | 1,102 | 1,740 | |||||
| Stockholders' equity (deficit): | ||||||||
| Common stock, .001 par value | 7 | 5 | 6 | |||||
| Additional paid-in capital | 241,405 | 210,152 | 221,590 | |||||
| Accumulated deficit | (236,593 | ) | (218,463 | ) | (197,423 | ) | ||
| Accumulated other comprehensive loss | (12,124 | ) | (15,975 | ) | (12,446 | ) | ||
| Total JAKKS Pacific, Inc. stockholders' equity (deficit) | (7,305 | ) | (24,281 | ) | 11,727 | |||
| Non-controlling interests | 1,270 | 1,129 | 1,211 | |||||
| Total stockholders' equity (deficit) | (6,035 | ) | (23,152 | ) | 12,938 | |||
| Total liabilities, preferred stock and stockholders' equity (deficit) | 315,131 | $ | 300,420 | $ | 329,369 |
All values are in US Dollars.
| JAKKS Pacific, Inc. and Subsidiaries | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Operations (Unaudited) | ||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| (In thousands, except per share data) | (In thousands, except per share data) | |||||||||||
| Net sales | $ | 112,352 | $ | 78,758 | $ | 196,195 | $ | 145,315 | ||||
| Less cost of sales | ||||||||||||
| Cost of goods | 61,489 | 46,309 | 105,538 | 84,013 | ||||||||
| Royalty expense | 16,784 | 13,885 | 29,295 | 25,360 | ||||||||
| Amortization of tools and molds | 2,182 | 1,794 | 3,371 | 2,822 | ||||||||
| Cost of sales | 80,455 | 61,988 | 138,204 | 112,195 | ||||||||
| Gross profit | 31,897 | 16,770 | 57,991 | 33,120 | ||||||||
| Direct selling expenses | 6,286 | 3,908 | 13,088 | 12,410 | ||||||||
| General and administrative expenses | 23,193 | 19,971 | 44,604 | 42,951 | ||||||||
| Depreciation and amortization | 597 | 785 | 1,201 | 1,639 | ||||||||
| Restructuring charge | - | 1,631 | - | 1,631 | ||||||||
| Pandemic related charges | - | 221 | - | 221 | ||||||||
| Income (loss) from operations | 1,821 | (9,746 | ) | (902 | ) | (25,732 | ) | |||||
| Other income (expense): | ||||||||||||
| Income from joint ventures | - | - | - | 2 | ||||||||
| Other income (expense), net | 72 | 16 | 127 | 54 | ||||||||
| Change in fair value of convertible senior notes | (3,797 | ) | (7,727 | ) | (12,844 | ) | (52 | ) | ||||
| Change in fair value of preferred stock derivative liability | (1,539 | ) | 1 | (8,914 | ) | 2,083 | ||||||
| Loss on debt extinguishment | (7,351 | ) | - | (7,351 | ) | - | ||||||
| Interest income | 4 | 3 | 6 | 17 | ||||||||
| Interest expense | (4,370 | ) | (5,543 | ) | (9,245 | ) | (11,090 | ) | ||||
| Loss before provision for (benefit from) income taxes | (15,160 | ) | (22,996 | ) | (39,123 | ) | (34,718 | ) | ||||
| Provision for (benefit from) income taxes | (100 | ) | 272 | (12 | ) | 548 | ||||||
| Net loss | (15,060 | ) | (23,268 | ) | (39,111 | ) | (35,266 | ) | ||||
| Net income attributable to non-controlling interests | 24 | 8 | 59 | 48 | ||||||||
| Net loss attributable to JAKKS Pacific, Inc. | $ | (15,084 | ) | $ | (23,276 | ) | $ | (39,170 | ) | $ | (35,314 | ) |
| Net loss attributable to common stockholders | $ | (15,415 | ) | $ | (23,588 | ) | $ | (39,827 | ) | $ | (35,933 | ) |
| Loss per share - basic and diluted | $ | (2.48 | ) | $ | (7.70 | ) | $ | (6.86 | ) | $ | (11.81 | ) |
| Shares used in loss per share - basic and diluted | 6,220 | 3,064 | 5,802 | 3,043 |
JAKKS Pacific, Inc. and Subsidiaries Reconciliation of Non-GAAP Financial Information (Unaudited)
Reconciliation of GAAP to Non-GAAP measures:
This press release and accompanying schedules provide certain information regarding Adjusted EBITDA and Adjusted Net Income (Loss), which may be considered non-GAAP financial measures under the rules of the Securities and Exchange Commission. The non-GAAP financial measures included in the press release are reconciled to the corresponding GAAP financial measures below, as required under the rules of the Securities and Exchange Commission regarding the use of non-GAAP financial measures. We define Adjusted EBITDA as income (loss) from operations before depreciation, amortization and adjusted for certain non-recurring and non-cash charges, such as reorganization expenses and restricted stock compensation expense. Net income (loss) is similarly adjusted and tax-effected to arrive at Adjusted Net Income (Loss). Adjusted EBITDA and Adjusted Net Income (Loss) are not recognized financial measures under GAAP, but we believe that they are useful in measuring our operating performance. We believe that the use of the non-GAAP financial measures enhances an overall understanding of the Company’s past financial performance, and provides useful information to the investor by comparing our performance across reporting periods on a consistent basis.
Investors should not consider these measures in isolation or as a substitute for net income, operating income, or any other measure for determining the Company’s operating performance that is calculated in accordance with GAAP. In addition, because these measures are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures employed by other companies.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| (In thousands, except per share data) | (In thousands, except per share data) | |||||||||||
| EBITDA and Adjusted EBITDA | ||||||||||||
| Net loss | $ | (15,060 | ) | $ | (23,268 | ) | $ | (39,111 | ) | $ | (35,266 | ) |
| Interest expense | 4,370 | 5,543 | 9,245 | 11,090 | ||||||||
| Interest income | (4 | ) | (3 | ) | (6 | ) | (17 | ) | ||||
| Provision for (benefit from) income taxes | (100 | ) | 272 | (12 | ) | 548 | ||||||
| Depreciation and amortization | 2,779 | 2,579 | 4,572 | 4,461 | ||||||||
| EBITDA | (8,015 | ) | (14,877 | ) | (25,312 | ) | (19,184 | ) | ||||
| Adjustments: | ||||||||||||
| Income from joint ventures | - | - | - | (2 | ) | |||||||
| Other income (expense), net | (72 | ) | (16 | ) | (127 | ) | (54 | ) | ||||
| Restricted stock compensation expense | 383 | 714 | 765 | 966 | ||||||||
| Change in fair value of convertible senior notes | 3,797 | 7,727 | 12,844 | 52 | ||||||||
| Change in fair value of preferred stock derivative liability | 1,539 | (1 | ) | 8,914 | (2,083 | ) | ||||||
| Employee retention credit | - | - | (1,900 | ) | - | |||||||
| Loss on debt extinguishment | 7,351 | - | 7,351 | - | ||||||||
| Restructuring charge | - | 1,631 | - | 1,631 | ||||||||
| Pandemic related charges | - | 221 | - | 221 | ||||||||
| Adjusted EBITDA | $ | 4,983 | $ | (4,601 | ) | $ | 2,535 | $ | (18,453 | ) | ||
| Adjusted net income (loss) attributable to common stockholders | ||||||||||||
| Net loss attributable to common stockholders | $ | (15,415 | ) | $ | (23,588 | ) | $ | (39,827 | ) | $ | (35,933 | ) |
| Restricted stock compensation expense | 383 | 714 | 765 | 966 | ||||||||
| Change in fair value of convertible senior notes | 3,797 | 7,727 | 12,844 | 52 | ||||||||
| Change in fair value of preferred stock derivative liability | 1,539 | (1 | ) | 8,914 | (2,083 | ) | ||||||
| Employee retention credit | - | - | (1,900 | ) | - | |||||||
| Loss on debt extinguishment | 7,351 | - | 7,351 | - | ||||||||
| Restructuring charge | - | 1,631 | - | 1,631 | ||||||||
| Pandemic related charges | - | 221 | - | 221 | ||||||||
| Tax impact of additional charges | - | (117 | ) | - | (117 | ) | ||||||
| Adjusted net loss attributable to common stockholders | $ | (2,345 | ) | $ | (13,413 | ) | $ | (11,853 | ) | $ | (35,263 | ) |
| Adjusted loss per share - basic and diluted | $ | (0.38 | ) | $ | (4.38 | ) | $ | (2.04 | ) | $ | (11.59 | ) |
| Shares used in adjusted loss per share - basic and diluted | 6,220 | 3,064 | 5,802 | 3,043 |
Contacts
Gateway Group
Alex Thompson
\(949\) 574-3860
[email protected]
**JAKKS Pacific**
Jared Wolfson
\(424\) 268-9330
[email protected]