Good morning and welcome to JAKKS Pacific's Third Quarter 2017 Earnings Conference Call with management, who will review financial results for the quarter ending September 30, 2017. JAKKS issued its earnings press release earlier this morning. Presentation slides containing information covered in both today's earnings press release and call are available on our website in the Investors section. On the call this morning are Stephen Berman, Chairman and Chief Executive Officer; and Joel Bennett, Executive Vice President and Chief Financial Officer. Mr. Berman will first provide an overview of the quarter and provide highlights of product lines and current business trends. Then Mr. Bennett will provide detailed comments regarding JAKKS Pacific's financial and operational results, prior to opening up the call for your questions. Your line will be placed on mute for the first portion of the call. [Operator instructions] Before we begin, the company would like to point out that any comments made about JAKKS Pacific's future performance, events or circumstances, including the estimates of sales and/or EBITDA growth in 2017 as well as any other forward-looking statements concerning 2017 and beyond, are subject to safe harbor protection under federal security laws. These statements reflect the company's best judgment based on current market trends and conditions today and are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected in forward-looking statements. For details concerning these and other risks and uncertainties, you should consult JAKKS' most recent 10-K and 10-Q filings with the SEC as well as the company's other reports subsequently filed with the SEC from time-to-time. As a reminder, this conference is being recorded. With that, I'd now like to turn the call over to Stephen Berman.

Good morning, everyone and thank you for joining us today. The third quarter 2017 came in below our expectations. Total sales in the quarter were down year-over-year approximately 13%. On September 20, we announced that the bankruptcy of Toys R Us was having an adverse impact on our sales in the third and fourth quarters. We slowed shipments in the quarter and then we briefly halted shipments as we better understood the situation. We are now working closely with Toys R Us' management on critical vendor status as well as working closely with them on planning for the holiday selling season and a long list of 2018 initiatives. After having many conversations and meetings with the management, going forward 2018 and beyond Toys R Us' business will be a healthier worldwide toy retailer. In addition, the U.K. had lower-than-expected sales and partly as a result of the declines in the products expected to ship to Toys R Us, we have taken cash charges related to minimum royalty guarantees and bad debt and non-cash charges related to the impairment of certain assets, including goodwill from acquisition. Joel will discuss these charges in more detail later on the call. The lower-than-expected shipments of Toys R Us was on the biggest factors in a decline, but as usually in the case, the quarter saw a number of products that grew and/or newly introduced and others that decline or did not perform to expectations. Among those that were positive in sales were Moana, Tangled, seasonal business units, Moose in Disguise, DC Super Hero Girls, Real Workin' Buddies Mr. Dusty and Squish-Dee-lish, just to name a few. Among those that declined or did not perform well were Star Wars BIG-FIGS, Tsum Tsum, Sofia the First Preschool Products and Whisker Haven Various Preschool Products and Dolls.…

Thank you, Stephen and good morning, everyone. Consistent with our recently revised general outlook, which also reflected the impact of shipping delays in anticipation of and on account of TRU's bankruptcy filing, net sales for the third quarter were $262.4 million compared to $302.8 million last year. The reported net loss for the quarter was $17.6 million or $0.77 per diluted share, which includes one-time non-cash charges totaling $24.9 million related to the impairment of goodwill and other intangible and nonoperating assets of $19.5 million and inventory of $4.4 million resulting from expected market disruptions. And other significant and unusual charges totaling $19.4 million, which include minimum guarantee shortfalls of $11.9 million, reserves for potential TRU bad debt of $7.3 million and other restructuring charges of $200,000. This compares to net income of $30.6 million or $0.82 per diluted share in the year ago period and adjusted EBITDA for the third quarter was $38.6 million compared to $42.8 million in third quarter of 2016. Excluding the charges in 2017, net income attributable to JAKKS Pacific would've been $19.6 million or $0.53 per diluted share. The sales drivers in the quarter by category were as follows; sales of Dolls, Role Play and Dress Up plus an activity products in our Girls category amounted to $132.8 million for the quarter, compared to $149 million in 2016. This was driven by Dolls and Role Play toys featuring Disney Princess, Moana, Elena, Beauty and the Beast and Frozen, Tsum Tsum collectible figures and accessories and DC Superhero Girls, and the launch of Squish-Dee-lish, slow-rise home collectibles, Frozen, Tsum Tsum, Sofia the First and certain private label products are down year-over-year as expected. Sales of action figures, vehicles, role play and electronics products in our Boys and Other category for the third quarter were $34.2…

Thank you. We'll now begin the question-and-answer session. [Operator instructions] The first question is from Steph Wissink with Jefferies.

Hi. Good morning, guys. Thanks for all the detail.

Good morning.

Two questions just to start. The first is just bigger picture if you can help us appreciate what is transitory in terms of the impact of the license here into shortfall as well as the TRU situation? And what do you expect to be reconciled by the end of the year as we start 2018? Is 2018 in your view a clean start or do you expect any of these things to linger into the first half of '18?

Good question, Steph. Basically, a lot of these are transitory. We have contract expirations. We're getting new categories. We're working closely with our licensing partners since they see that we have a very big developments slate on the toy side and we support their products or their entertainment properties very well. So, it's a combination of things that will minimize the headwinds going forward, that in addition to our robust product flow.

Okay. That's helpful. And I think the second follow-on question to that is are you finding that your license partners are willing to be flexible as you run into maybe some moderating trends in some of these big key licenses? Do you expect to see some more flexibility going forward particularly as the tail start to develop in the curve for some of these properties?

Definitely, we've been working closely with probably just say the largest of our license are partnerships and they see trends changing and we are working really close in future licensing agreements and the extension of the licensing agreement that benefit both them and ourselves. Also, they're allowing much more of alternative distribution, which they never have done in the past, but they see things changing and they're working with us closer than that.

Okay. And then I wanted to just a follow-up on the license opportunities. Your Incredibles was certainly a great victory. Is there anything else in the pipeline? It sounds like in your press release there might be a few more things coming? Are you assuming to get access to bigger and more powerful licenses across kind of a master structure, maybe talk about that negotiation and your success there and how you're thinking about opportunities over the next couple of years?

Yes, firstly we're actually excited about the Incredibles. If you take a pinnacle movie, which this year was Cars, which did very well. In merchandise we have a pinnacle movie next year, which is Incredibles. And the last Incredible movie was 14 years ago and being granted the global license worldwide, just shows the ability of JAKKS being able to turn products into a turnkey launch in all various platforms from diecast to preschool, to prequel, to role play and dress ups. So, it's a really encompassing license and Disney's JAKKS being able to do things extremely quickly and as trends and fads change very quickly, you need to be quick to market and that's what we're known for. So, we do have quite a few new licenses that we will be hopefully able to announce by year end. And that being said, the trend going forward retailers used to set during spring and fall over the last 10 years and now it's becoming like the online world about a 365-day open door for sets. So, you really have to be ready for any opportunity to get to market quickly whether it's a license or it's a fad. So, our partners are looking to us to do more and more as things are changing very rapidly with the consumer and at retail.

Very helpful. Thank you, guys.

The next question is from Gerrick Johnson with BMO Capital Markets.

Hey. Good morning.

Good morning.

Hi. You guys paused shipments to Toys R Us. Can you quantify what this equates to and miss 3Q sales and will it be made up in the fourth quarter? And then I also had a question about debt $7.3 million? Able to discuss how much you're getting back on pre-petition receivables and also what is insured and what isn’t? Thank you.

I'll take the second one first. Basically, our exposure is at this point estimated at the $7.3 million. We don't know what the payout on various categories of claims might be. Bankruptcy laws are fairly complicated. You've got shipments within 20 days, within 40 days or so. So, while we're working closely Stephen has been speaking very often and we're certainly lobbying and hoping to get critical vendor status, which could change the complexion of that. But at this point $7.3 million is what we estimate our exposure to be.

So, Joel, how do you have you get to that $7.3 million? Can you go through some of the equation to get to $7.3 million?

The details or are not -- a portion of it is insured. So, there's a retention piece. There also uninsured. So, there's three or four different components.

Okay. And…

I'll just say that with the insurance there are a number of negotiations in different directions. So, we're not trying to be cagey. It's just that some of this will be proprietary until some of those conversations and negotiations are resolved.

Yeah. Fully understand Joel. So thank you for as much as you can share and then also on the shipments to Toys R Us that you had paused, will those be made up in the fourth quarter? And can you quantify what that might have been?

Can't quantify, but we did start shipping, things are moving a bit slower than expected. So, we don't know what can be made up in the fourth quarter, but as Stephen mentioned, previously we do expect TRU after they -- and even during the rationalization of their store base, we expect them to be a strong retailer and continue to be a major customer of ours. It's just hard to tell what is going to happen in the next quarter?

Okay. And maybe I could ask, what was the license that you had to write down the minimum guarantees on?

Related to -- there were a number of them across different territories.

Okay. And any idea which ones those were?

Gerrick, yes some of which we won't be discussing, but some of the licenses we are negotiating longer-term, some of them were ending this year. The material ones were Star Wars, was Whisker Haven and Sofia the First.

Okay. And are there minimum guarantees associated with Incredibles 2?

Yes, there are minimum guarantees associate with every license.

Okay. Thanks Stephen.

Thank you.

Next, we have Drew Crum with Stifel.

Thanks. Hi guys. Good morning.

Hi. Good morning, Drew.

So first question, can you just remind us some of the steps made to address the maturities that come due next August and I guess help us understand what the next milestone is in addressing those? And…

Actually the -- sorry, go ahead.

I was going to say separately can you give us some additional detail on what you saw in the U.K. one of your other competitors earlier this week also noted some weakness in that market?

For the 2018 converts, we've been negotiating with the convert holders. So, we're planning to take them out either prior to the maturity or when the maturity occurs. Either way they will be taken out and there's $42 million left. We have an extension that we're working on with Oasis, which will extend their convert to November 2020. And then that will leave about approximately $20 million remaining, but either way that we'll pay all them off or extend one of them and pay the rest of them off on the '18 and then we're working on the 2020s with regards to individual bankers about how we're going to work on the 20s going forward, which we've been already in the process of looking and addressing and well early on. The U.K. we actually have seen retailers had a problem with regards to the currency and the purchasing power of some of the retailers and if we look at the MPD in the U.K., I believe it was down 20% or 30% I don't have the numbers in front of me. I think the U.K. was down for the first three quarters 11% in MPD. Our Q3 was down 21%. So, it's really a market conditions for toy retailers in general.

Got it. Okay. And then just last one for me guys. Disney is launching the television special on ABC in December. Talk about what part of that license you have and a needle mover for the business in the fourth quarter or does that bleed into 2018?

Are you talking about the Frozen?

Yeah. Frozen Adventure.

We have the same rights which we had for our current Frozen deal, which is a broad array of licenses, in our call it preschool, Girl Role, Play Dress Up. We have licenses in Halloween as well as the Moose area and Kids Only. So, we have a broad array of licenses. We're hoping is that's going to actually give a nice boost back into Frozen going forward more and I'd say the first half of next year, that comes out in December. So, the awareness will actually take it through the first half of next year.

Got it. Okay. Thanks guys.

Thank you.

Next, we have Kirk Ludtke with Cowen.

Good morning, everyone.

Good morning.

Couple quick follow-ups. You mentioned that your sales to toys was down. Were there any other customers, major customers where sales were down year-over-year?

We actually had, it's a good question. We actually over the year if we take a look at the business, this time last year we stopped shipping of large U.S. retailer or earlier let's call it August/September. In addition, we had two other companies that actually went bankrupt which was a company called Pinnacle, which was an online retailer. And then we had Best Costumes, which went bankrupt. So those two impeded our sales and then we recently had the bankruptcy of Toys R Us. So, all that combined had a impact for the full year but Toys R Us again as I mentioned earlier, we believe is going to be a much stronger healthier toy retailer as of today with them being able to cleanup and be able to breathe and we've been working closely with them for 2018 and beyond and they've been out here and meeting. So those were the big impacts for the year and the quarter. In addition, we have been negotiating some of the dotcom retailers, brick-and-mortar retailer terms and those have actually held back sales until they get the terms settled.

Interesting. So quite a bit going on that contributed to the decline in sales.

Yes. And again, and this was really a very unique call it full year, not calendar, but full year of trying to garnish additional sales from that large U.S. retailer, which we stopped shipping and then two, just call it three bankruptcies. That being said, we have grown our online sales. We have grown our alternative distribution. So, this is kind of part and parcel we've dealt with over the last 20 years and we see a much cleaner and clearer picture going into '18.

Okay. That's helpful. Thank you. You mentioned that you stopped shipping to toys. Did you also stopped shipping to their international business or was it just domestic?

We actually had just a disruption internationally because we during I think the month of September the nervousness of what we heard that was occurring with regards to the possible bankruptcy and made a lot of shipments call it paused, but we stopped shipping in the U.S. because that's we knew that was going on. We paused and then we stopped. International has been moving forward very healthy, but it was just more of a little bit of nervousness during that time.

So, you actually -- but you actually stopped shipping to both the domestic and the international business?

We paused shipping or slowed shipping internationally and then once we when the realization on the 18 of September when Toys R Us went bankrupt in the U.S. and Canada, the opening orders that we had internationally kept going because we had clarity.

That's helpful. Good. Okay I get it. So, it was a slowdown internationally not a stoppage.

Correct.

And then you mentioned that it's off to a slow start, that you resumed shipping, but it's off to a slow start, is that -- can you elaborate on that?

Yeah so -- and it's not anyone's fault. They went thought the bankruptcy and they started back. It just takes a lot more effort because you got to start back setting up new vendor numbers and there's a whole ramp up of ordering and manufacturing that has to go on because when you pause, we also pause the manufacturing at the same time. So, we didn't have any liabilities of components or goods. So, it's just more of that gearing back up again process than anything else.

Okay. That's interesting help. It's more complicated than it might seem.

Yes, but they are -- I would tell you, they are moving extremely fast and aggressive, but it just takes more time on both sides, not just JAKKS and toys, whereas just in general, to get anything back to going normal again.

Got it. And then with respect to the critical vendor status, I'm guessing that they are -- the treatment of your prepetition claim will be a function of how you treat them post-petition, is that generally how it works?

Yes, it's how it works, but first we have a long history and a great relationship with TRU and also their management. So theoretically we are there with the critical vendor status. It just takes time and it's just we're working with them very closely, but nothing is signed but we have been in a sense verbally committed by both sides. It's just a process that we have to work through with also our insurance company and it's just more mechanical than anything else.

So, if you get critical vendor status, will you reverse some of that charge you took this past quarter?

It will probably be a nominal amount. If that occurs, there is -- but theoretically yes, some of that would be reversed.

Okay. That's helpful. And how do you think about your Toys inventory going into yearend given that they may be closing a lot of stores? Do you try to get that inventory level down in anticipation of…

You mean our current inventory as JAKKS toys as toys absent inventory?

Your goods and Toys given that they could be closing a lot of stores and that could dumping a lot of your product on the market?

It's a very good question. We actually accounted for that in our internal forecast. So, for Toys themselves, our inventory at Toys is extremely healthy, but I think there may -- we believe there could be disruption just with discounting in general because of them having the inventory and they're going to clean up their inventory to make sure that they have a better and healthier Toys R Us. So, we actually took into consideration some of the disruption that may occur from that and do our account of the forecast for the year, which obviously when we took that new account, we had an additional, some impairment due to testing. So, we took that into account, but also at the same time, there's a benefit because of all of our other retailers and the alternative channels that we're shipping to the Dollar Stores, T.J. Maxx, Big Lots and so on are growing at a faster pace. So, it's a unique shift and we've seen it before, but we believe there will be somewhat of a disruption in discounting.

And I suspect that your other customers care right, because they're buying at full price and do they get involved in that and…

No. I think there will be -- again this is only an opinion. I think they will be themselves managing to make sure that they get the traffic and get the right amount of percentages that they want for their sales growth. So, all retail environment from online to brick-and-mortar will I'm sure manage it very well themselves.

And next, we have [Stephen] with Stifel.

Hi guys. Taking for taking the call. Just real quick, sorry if I missed this, but what was the availability on the revolver? I am just trying to get a full liquidity picture?

As of September 30, it was in excess of $10 million and off of that comes the $28 million in letters of credit that we have underlying it right.

So total drawdown technically is about $38 million. I am sorry.

No, it will be the potential drawdown. Two drawn on two, so we had additional availability of about $10 million. So total would be borrowing base of $40 million.

So. Right. So, your net availability is factoring in the LOCs is about $10 million. Okay, plus the cash.

Correct.

And as a follow-up question, Oasis is still member of your Board correct?

Yes, not Oasis, a member from Oasis, yes.

Okay. Cool.

Thank you.

The next question is from Linda Bolton-Weiser with D.A. Davidson.

Hi. So, my first question is just on the Incredibles. We see product out at retail now being sold I think by Thinkway or something. Is their product going to have to be cleared out of retail before you begin your shipments and when would your initial shipments be expected in 2018? And then also when is the moving in theaters in 2018?

Okay. Firstly, Thinkway is a very good partner with the Walt Disney Corporation. So, their product, they have a very niche area of business with majority of all the Pixar films and Disney films. So, they'll continue to ship and usually they're high in electronic items. So, they're one-off items and they will probably continue to ship and there are areas that we will not enter in as a company. The movie launches worldwide approximately June 15 and we'll start commencing shipments into the latter part of December or early part of January prior to Chinese New Year.

Okay. And then sorry to be kind of basic on this question, but are some of the other differences that matters whether you do or don't get critical vendor status? As the critical vendor does that ensure more visibility as to how much you can shift to Toys R Us or what is the exact difference between being a critical vendor and not being one?

Critical vendor just means that you will be in front of the line to be paid up early and on a certain amount that's pre-negotiated with Toys R Us and the manufactures.

Okay. It sounded from Hasbro's commentary that it has an agreement lending in some visibility as to what it can ship in given anticipated store closure? So, it seems like they have visibility on the fourth quarter? Would you say that's true of yourselves or is there a high degree of uncertainty with regard to the shipments?

The critical vendor -- the critical vendor is irrelevant of us are Hasbro's shipping them. It's really up to the companies. The critical vendor really has to do with the receivable. So, I believe I can't speak for Hasbro, but I think they signed a critical vendor. Their terms and negotiated terms to be critical vendor I think over the last few days, just from what I read and we're in the same process, but we are back to working out shipments to them. We're just in the process of having our new vendor agreement set up. So that's just taking more time than we expected, but they are healthy and ready to take goods and they have been out there was a complete buying group and management teams really planning for 2018 and beyond.

Okay. And then just you had said the BIG FIGS Star Wars was one of your areas of decline in the quarter. With the motion picture coming out in December, do you think that that BIG FIGS Star Wars would actually be up in the fourth quarter for you for sales?

No, we actually accounted for it just to be down and we're looking more for it just because of the space at that retail and what inventory at retail, we're looking for Star Wars to be much healthier for JAKKS next year than it will be this year.

Okay. And then would you expect your operating cash from minus CapEx to be positive in 2017 and what is your CapEx forecast for the year?

The forecast is $13 million to $14 million. We trimmed it by about a million, but as far as the free cash flow we're working on as I mentioned in the earlier portion of the call is we're looking to very closely manage our working capital, which includes bringing inventory levels down to seasonal lows by the end of the year and that'll have a direct impact. One of the things that were included in the charges this quarter were inventory impairments due to expected disruption in the market be it from TRU sales and the reaction to other retailers, but it's all dependent upon the inventory balance primarily.

And did you mention a target inventory level by the end of the year. I just didn't catch it if you did?

No, we didn't. We're looking at between $55 million and $60 million. Ordinarily, we would have liked on the Toys side, levels of about $50 million but we're ramping up on the C’est Moi product line and the distribution is handled little bit differently. It's going to be primarily domestic. So, we'll be having slightly higher inventory levels for that business as it ramps up.

Okay. And then speaking of C’est Moi, can we actually see it in some retail stores by the end of the calendar year or not until January?

We're shipping it in December and it'll be launching it in January and February at several retail outlets as well as our launch of our C’est Moi online store.

Okay. That's all for me. Thank you.

All right. Thank you.

Next, we have a follow-up from Kirk Ludtke with Cowen.

I appreciate all the time guys. Thank you. You mentioned your Amazon business was very strong in the quarter and I was just curious what drove that?

It actually drove -- we've been working closely with Amazon. We actually have people out in Seattle and we've been working on plans over the last call it 18 months on specific product and categories and I just believe it's their traffic that they're receiving online and the correct product mixes in addition to working closely with them, which is enhanced both of our businesses together.

That's great. So, has there been any…

Just to add that we actually have done something I think wonderful what we're doing online with brick-and-mortar as well, as we've done more video posts and digital marketing on the online initiatives for both retail online as well as brick and mortar online.

That's helpful. Thank you. And is there any trends in retail pricing that just stepping back from 30,000 feet, have you noticed any trends in pricing since the Toys bankruptcy? Is there another words our competitors trying to take advantage of it and…?

Nothing to do with the Toys R Us bankruptcy but I will take a category that's picked up over the last few years are collectibles, which you would see from our Tsum Tsum or from Shopkins are LOL which is from a company called MJ. There's a lot more collectibles, which I call it the surprise when you're opening up products the blind packs. So that area has really picked up over the last couple years and it's become a separate category and that being said, those price points are much lower than just general price points, but nothing to do with Toys bankruptcy or anything.

Okay. And then last question, is Toys asking you to extend longer terms on your post-petition shipments?

No. Pretty much right now, we're just working with them on general terms. Nothing has changed. They're really just trying to get right back into a aggressive shipping mode and purchasing mode and trying to put the bankruptcy behind them. So, nothing out of the ordinary.

Okay. And then when do you expect to complete those negotiations?

They're ongoing. So, we have different divisions such as the Sky, there is Halloween. We have Moose Mountain. So, we're trying to collectively get and consolidate some of these divisions all into ones. So, they're ongoing. Some of which may have been already completed. I don't have the information in front of me. Some of which could be done and date. It's just an ongoing workload on both companies.

Okay. We appreciate it. Thank you very much.

Oh. Our pleasure. Thank you.

Next, we have a follow-up from [Stephen] with Stifel.

Hi guys. Thanks again for the follow-up.

Of course.

I saw your reclamation claim, it looks like most of your shipments were within the 20-day prefiling window. Can we infer that most of the insurance is for the longer dated shipments?

The insurance is actually more so on an FOB basis versus you would look at it as shipments on domestic or the way we look at it. So, of the insurance was done through a Chinese or Hong Kong insurance company. So, I don't have the actual details of the 20-day shipment of goods. So, it pretty much varies because it breaks out between the U.S. internationally. So, I don't have all the details in front of me.

If you were to guesstimate, what your thoughts be here?

I don't want to guesstimate. I don't -- I don't want to take that risk of guessing.

Fair enough. Appreciate it. Thank you.

I am sorry, but I just don't have the information.

Okay. Let me follow-up.

Okay. Please.

Will do. All right. That is, it for the question-and-answers. For today we appreciate everyone's questions and appreciate everyone taking their time for the call and thank you very much.

Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.