JAKKS PACIFIC INC - Annual Report: 2016 (Form 10-K)

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended December 31, 2016
☐	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 28th 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
		(Do not check if a Smaller Reporting Company)

		Page
	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	None
Item 2.	Properties	17
Item 3.	Legal Proceedings	18
Item 4.	Mine Safety Disclosures	19
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Selected Financial Data	23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.	Consolidated Financial Statements and Supplementary Data	38
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	None
Item 9A.	Controls and Procedures	74
Item 9B.	Other Information	None
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	76
Item 11.	Executive Compensation	79
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	94
Item 13.	Certain Relationships and Related Transactions, and Director Independence	96
Item 14.	Principal Accountant Fees and Services	96
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	98
Item 16.	Form 10-K Summary	100
Signatures		101
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;
●	Electronics products, including Spy Net® spy products, Plug It In & Play TV Games™ video games based on popular brands;
●	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;
●	Foot-to-floor ride-on toys based on Fisher Price®, Kawasaki®, and DC Comics®, inflatable environments, tents and wagons; and
●	Pet products, including toys, consumables, and accessories, branded JAKKS Pets® and American Classics™ , among others.

●	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®, Dirt Devil®, Disney Princess, Disney Fairies and Dora the Explorer®, 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 Toys® 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,

●

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 Hong Kong 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
Domestic
Distribution Center		City of Industry, California		800,000		April 30, 2018
Distribution Center		Hickory, North Carolina		139,300		August 31, 2017
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 8, 2018
Corporate Office/Showroom		Santa Monica, California		65,858		January 31, 2024
Showroom		Glendale, California		5,830		January 31, 2020
International
Distribution Center		Brampton, Ontario, Canada		105,700		December 31, 2019
Europe Office		Berkshire, United Kingdom		4,746		February 25, 2018
Hong Kong Headquarters		Kowloon, Hong Kong		41,130		June 30, 2019
Production Inspection and Testing Office		Shenzhen, China		5,417		May 14, 2017
Production Inspection and Testing Lab		Kowloon, Hong Kong		34,400		October 31, 2018

		Price Range of Common Stock
		High				Low
2015:
First quarter		$	7.30			$	5.70
Second quarter			10.09				6.60
Third quarter			10.28				8.26
Fourth quarter			9.02				7.36
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

		December 31, 2012				December 31, 2013				December 31, 2014				December 31, 2015				December 31, 2016
JAKKS Pacific			(9.0	)%			(45.6	)%			1.2	%			17.1	%			(35.3	)%
New Peer Group			(3.0	)			55.6				11.7				39.4				7.0
Old Peer Group			1.0				52.5				11.3				44.2				6.8
Russell 2000			16.3				38.8				4.9				(4.4	)			21.3

		January 1, 2012				December 31, 2012				December 31, 2013				December 31, 2014				December 31, 2015				December 31, 2016
JAKKS Pacific		$	100.0			$	91.0			$	49.5			$	50.1			$	58.7			$	38.0
New Peer Group			100.0				97.0				150.9				168.5				234.9				251.4
Old Peer Group			100.0				101.0				153.9				171.4				247.2				264.0
Russell 2000			100.0				116.3				161.5				169.4				162.0				196.5

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

―

$

―

2,378,630

Equity compensation plans not approved by security holders

―

―

—

Total

―

$

―

2,378,630

		Years Ended December 31,
		2012				2013				2014				2015				2016
		(In thousands, except per share data)
Consolidated Statement of Operations Data:
Net sales		$	666,762			$	632,925			$	810,060			$	745,741			$	706,603
Cost of sales			468,825				477,146				574,253				517,172				483,582
Gross profit			197,937				155,779				235,807				228,569				223,021
Selling, general and administrative expenses			211,159				195,296				203,326				198,039				205,915
Reorganization charges			―				5,015				1,154				―				―
Income (loss) from operations			(13,222	)			(44,532	)			31,327				30,530				17,106
Change in fair value of business combination liability			―				6,000				5,932				5,642				―
Profit from video game joint venture			3,000				―				—				2,701				174
Income (loss) from joint ventures			130				(3,148	)			314				60				715
Other income			―				―				―				―				305
Interest income			671				327				112				62				51
Interest expense			(9,228	)			(9,942	)			(12,461	)			(12,402	)			(12,975	)
Income (loss) before provision for income taxes			(18,649	)			(51,295	)			25,224				26,593				5,376
Provision for income taxes			86,151				2,611				3,715				3,423				4,127
Net income (loss)			(104,800	)			(53,906	)			21,509				23,170				1,249
Net income (loss) attributable to non-controlling interests			―				―				―				(84	)			6
Net income (loss) attributable to JAKKS Pacific, Inc.		$	(104,800	)		$	(53,906	)		$	21,509			$	23,254			$	1,243
Basic earnings (loss) per share		$	(4.37	)		$	(2.43	)		$	1.03			$	1.20			$	0.08
Diluted earnings (loss) per share		$	(4.37	)		$	(2.43	)		$	0.70			$	0.71			$	0.07
Dividends declared per common share		$	0.40			$	0.14			$	—			$	—			$	—

		At December 31,
			2012				2013				2014				2015				2016
	(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$	189,321			$	117,071			$	71,525			$	102,528			$	86,064
Working capital			186,581				136,337				246,245				254,967				236,569
Total assets			554,825				449,844				561,782				499,620				464,303
Short-term debt			70,710				38,098				―				―				10,000
Long-term debt			94,918				100,000				215,000				215,000				206,865
Total stockholders’ equity			207,220				148,685				145,084				153,406				135,200

	●	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,
		2014				2015				2016
Net Sales			100.0	%			100.0	%			100.0	%
Cost of Sales			70.9				69.4				68.4
Gross profit			29.1				30.6				31.6
Selling, general and administrative expenses			25.2				26.5				29.1
Income from operations			3.9				4.1				2.5
Change in fair value of business combination liability			0.7				0.8				―
Profit from video game joint venture			―				0.4				―
Income from joint ventures			―				―				0.1
Other income			―				―				―
Interest income			―				―				―
Interest expense			(1.5	)			(1.7	)			(1.8	)
Income before provision for income taxes			3.1				3.6				0.8
Provision for income taxes			0.4				0.5				0.6
Net income			2.7				3.1				0.2
Net income (loss) attributable to non-controlling interests			―				―				―
Net income attributable to JAKKS Pacific, Inc.			2.7	%			3.1	%			0.2	%

		Years Ended December 31,
		2014				2015				2016
Net Sales
U.S. and Canada		$	546,864			$	478,728			$	478,595
International			121,607				169,826				131,229
Halloween			141,589				97,187				96,779
			810,060				745,741				706,603
Cost of Sales
U.S. and Canada			384,548				334,989				322,721
International			84,055				110,174				89,187
Halloween			105,650				72,009				71,674
			574,253				517,172				483,582
Gross Profit
U.S. and Canada			162,316				143,739				155,874
International			37,552				59,652				42,042
Halloween			35,939				25,178				25,105
		$	235,807			$	228,569			$	223,021

		Less than 1 year				1 – 3 years				3 – 5 years				More Than 5 years				Total
Long-term debt		$	—			$	206,865			$	—			$	—			$	206,865
Interest on debt			9,440				15,640				—				—				25,080
Operating leases			12,030				15,698				8,236				9,184				45,148
Minimum guaranteed license/royalty payments			51,950				40,315				—				—				92,265
Employment contracts			8,226				13,109				—				—				21,335
Total contractual cash obligations		$	81,646			$	291,627			$	8,236			$	9,184			$	390,693

/s/ BDO USA, LLP
BDO USA, LLP
Los Angeles, California
March 16, 2017

		December 31,
		2015				2016
		(In thousands, except
		share data)
Assets
Current assets
Cash and cash equivalents		$	102,528			$	86,064
Accounts receivable, net of allowance for uncollectible accounts of $2,714 and $2,864 in 2015 and 2016, respectively			163,387				173,599
Inventory, net			60,544				75,435
Income taxes receivable			24,008				1,204
Prepaid expenses and other assets			31,901				17,077
Total current assets			382,368				353,379
Property and equipment
Office furniture and equipment			15,141				14,345
Molds and tooling			86,307				103,128
Leasehold improvements			10,640				10,927
Total			112,088				128,400
Less accumulated depreciation and amortization			93,653				105,559
Property and equipment, net			18,435				22,841
Intangibles, net			42,185				33,111
Other long term assets			3,125				2,156
Investment in DreamPlay LLC			7,000				7,000
Goodwill, net			44,199				43,208
Trademarks, net			2,308				2,608
Total assets		$	499,620			$	464,303
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable		$	34,986			$	51,741
Accrued expenses			54,081				38,645
Reserve for sales returns and allowances			17,267				16,424
Income taxes payable			21,067				—
Short term debt			—				10,000
Total current liabilities			127,401				116,810
Convertible senior notes, net of debt issuance costs of $5,834 and $3,858 in 2015 and 2016, respectively			209,166				203,007
Other liabilities			5,155				5,004
Income taxes payable			2,199				2,248
Deferred income taxes, net			2,293				2,034
Total liabilities			346,214				329,103
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; 21,153,878 and 19,376,773 shares issued and outstanding in 2015 and 2016, respectively			21				20
Treasury stock at cost; 3,660,201 and 3,112,840 shares in 2015 and 2016, respectively			(28,322	)			(24,000	)
Additional paid-in capital			194,743				177,623
Accumulated deficit			(3,391	)			(2,148	)
Accumulated other comprehensive loss			(10,051	)			(17,207	)
Total JAKKS Pacific, Inc. stockholders’ equity			153,000				134,288
Non-controlling interests			406				912
Total stockholders’ equity			153,406				135,200
Total liabilities and stockholders’ equity		$	499,620			$	464,303

		Years Ended December 31,
		2014				2015				2016
		(In thousands, except per share amounts)
Net sales		$	810,060			$	745,741			$	706,603
Cost of sales			574,253				517,172				483,582
Gross profit			235,807				228,569				223,021
Selling, general and administrative expenses			204,480				198,039				205,915
Income from operations			31,327				30,530				17,106
Change in fair value of business combination liability			5,932				5,642				—
Profit from video game joint venture			—				2,701				174
Income from joint ventures			314				60				715
Other income			—				—				305
Interest income			112				62				51
Interest expense			(12,461	)			(12,402	)			(12,975	)
Income before provision for income taxes			25,224				26,593				5,376
Provision for income taxes			3,715				3,423				4,127
Net income			21,509				23,170				1,249
Net income (loss) attributable to non-controlling interests			—				(84	)			6
Net income attributable to JAKKS Pacific, Inc.		$	21,509			$	23,254			$	1,243
Basic earnings per share		$	1.03			$	1.20			$	0.08
Basic weighted number of shares			20,948				19,435				16,542
Diluted earnings per share		$	0.70			$	0.71			$	0.07
Diluted weighted number of shares			41,516				43,321				16,665

	Years Ended December 31,
	2014				2015				2016
	(In thousands)
Net income		$	21,509			$	23,170			$	1,249
Other comprehensive income (loss):
Foreign currency translation adjustment			(2,986	)			(3,216	)			(7,156	)
Comprehensive income (loss)			18,523				19,954				(5,907	)
Less: Comprehensive income (loss) attributable to non-controlling interests			—				(84	)			6
Comprehensive income (loss) attributable to JAKKS Pacific, Inc.		$	18,523			$	20,038			$	(5,913	)

		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, December 31, 2013			22,669			$	23			$	―			$	200,665			$	(48,154	)		$	(3,849	)		$	148,685			$	―			$	148,685
Excess tax deficiency on vesting of restricted stock			―				―				―				(85	)			―				―				(85	)			―				(85	)
Restricted stock grants			65				1				―				1,472				―				―				1,473				―				1,473
Retirement of restricted stock			(52	)			(1	)			―				(1	)			―				―				(2	)			―				(2	)
Prepaid forward purchase contract			―				―				(24,000	)			—				―				―				(24,000	)			―				(24,000	)
Contributions from non-controlling interests			―				―				—				―				―				―				―				490				490
Net income			―				―				—				―				21,509				―				21,509				―				21,509
Foreign currency translation adjustment			―				―				—				―				—				(2,986	)			(2,986	)			―				(2,986	)
Balance, December 31, 2014			22,682				23				(24,000	)			202,051				(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				21				(28,322	)			194,743				(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			$	20			$	(24,000	)		$	177,623			$	(2,148	)		$	(17,207	)		$	134,288			$	912			$	135,200

		Years Ended December 31,
		2014				2015				2016
		(In thousands)
Cash flows from operating activities
Net income		$	21,509			$	23,170			$	1,249
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization			18,971				18,860				22,944
Write-off and amortization of debt issuance costs			2,912				2,042				2,542
Share-based compensation expense			1,473				1,562				1,621
Loss on disposal of property and equipment			18				47				17
Change in fair value of business combination liability			(5,932	)			(5,642	)			—
Gain on extinguishment of convertible senior notes			—				—				(98	)
Income from joint ventures			(314	)			(1,017	)			—
Deferred income taxes			(371	)			(329	)			(259	)
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable			(133,293	)			71,129				(10,212	)
Inventory			(32,043	)			18,283				(14,891	)
Income taxes receivable			—				—				22,804
Prepaid expenses and other assets			2,534				(7,513	)			15,227
Accounts payable			30,391				(21,037	)			10,558
Accrued expenses			24,338				(26,811	)			(12,767	)
Reserve for sales returns and allowances			(6,897	)			(7,210	)			(843	)
Income taxes payable			2,921				(3,014	)			(21,018	)
Other liabilities			(5,147	)			3,281				(151	)
Excess tax deficiency from share-based compensation			(85	)			—				—
Total adjustments			(100,524	)			42,631				15,474
Net cash provided by (used in) operating activities			(79,015	)			65,801				16,723
Cash flows from investing activities
Purchases of property and equipment			(10,524	)			(17,840	)			(14,765	)
Distributions from joint venture			332				60				—
Cash paid for intangible assets			—				—				(300	)
Sale of marketable securities			—				220				—
Change in other assets			(2,766	)			(4,149	)			—
Net cash used in investing activities			(12,958	)			(21,709	)			(15,065	)
Cash flows from financing activities
Surrender of common stock			(2	)			(1	)			—
Repurchase of common stock			(24,000	)			(13,193	)			(13,506	)
Repurchase of common stock for employee tax withholding			—				—				(1,462	)
Net proceeds from credit facility borrowings			—				—				10,000
Credit facility costs			(1,851	)			(188	)			—
Repurchase of convertible senior notes			—				—				(8,035	)
Proceeds from issuance of convertible senior notes			115,000				—				—
Bank fees related to convertible senior notes			(4,594	)			—				—
Retirement of convertible senior notes			(39,000	)			—				—
Proceeds from issuance of common shares of non-controlling interests			490				—				500
Excess tax benefit from share-based compensation			—				—				548
Net cash provided by (used in) financing activities			46,043				(13,382	)			(11,955	)
Net increase (decrease) in cash and cash equivalents			(45,930	)			30,710				(10,297	)
Effect of foreign currency translation			384				293				(6,167	)
Cash and cash equivalents, beginning of year			117,071				71,525				102,528
Cash and cash equivalents, end of year		$	71,525			$	102,528			$	86,064
Cash paid during the period for:
Interest		$	8,964			$	10,198			$	9,855
Income taxes		$	945			$	7,832			$	2,165

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.

			December 31,
			2015				2016
Raw materials		$	3,717			$	5,204
Finished goods			56,827				70,231
		$	60,544			$	75,435

Office equipment	5 years
Automobiles	5 years
Furniture and fixtures	5 - 7 years
Leasehold improvements	Shorter of length of lease or 10 years

		2014
			Income			Weighted Average Shares					Per Share
Basic EPS
Income available to common stockholders		$	21,509				20,948			$	1.03
Effect of dilutive securities:
Assumed conversion of convertible senior notes			7,345				20,388
Options and warrants			—				—
Unvested restricted stock grants			—				180
Diluted EPS
Income available to common stockholders plus assumed exercises and conversion		$	28,854				41,516			$	0.70

		2015
			Income				Weighted Average 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
		Income				Weighted Average Shares				Per Share
Basic EPS
Income available to common stockholders		$	1,243				16,542			$	0.08
Effect of dilutive securities:
Assumed conversion of convertible senior notes			—				—
Options and warrants			—				—
Unvested performance stock grants			—				—
Unvested restricted stock grants			—				123
Diluted EPS
Income available to common stockholders plus assumed exercises and conversion		$	1,243				16,665			$	0.07

		Years Ended December 31,
		2014				2015				2016
Net Sales
U.S. and Canada		$	546,864			$	478,728			$	478,595
International			121,607				169,826				131,229
Halloween			141,589				97,187				96,779
		$	810,060			$	745,741			$	706,603

		Years Ended December 31,
		2014				2015				2016
Income from Operations
U.S. and Canada		$	20,864			$	17,562			$	17,434
International			6,275				16,249				4,360
Halloween			4,188				(3,281	)			(4,688	)
		$	31,327			$	30,530			$	17,106

		Years Ended December 31,
		2014				2015				2016
Depreciation and Amortization Expense
U.S. and Canada		$	13,411			$	13,023			$	16,817
International			2,991				4,439				4,549
Halloween			2,569				1,398				1,578
		$	18,971			$	18,860			$	22,944

		December 31,
		2015				2016
Assets
U.S. and Canada		$	313,312			$	306,895
International			149,950				119,560
Halloween			36,358				37,848
		$	499,620			$	464,303

		Years Ended December 31,
		2014				2015				2016
Net Sales by Customer Area
United States		$	653,497			$	542,101			$	544,096
Europe			67,027				117,313				92,811
Canada			33,040				32,587				26,947
Hong Kong			2,746				1,675				2,012
Other			53,750				52,065				40,737
		$	810,060			$	745,741			$	706,603

		2014								2015								2016
						Percentage of								Percentage of								Percentage of
		Amount				Net Sales				Amount				Net Sales				Amount				Net Sales
Wal-Mart		$	165,777				20.5	%		$	163,333				21.9	%		$	165,345				23.4	%
Target			124,257				15.3				96,766				13.0				110,159				15.6
Toys ‘R’ Us			93,926				11.6				71,150				9.5				66,633				9.4
		$	383,960				47.4	%		$	331,249				44.4	%		$	342,137				48.4	%

		U.S. and Canada				International				Halloween				Total
Balance, December 31, 2014:
Goodwill		$	30,418			$	11,795			$	2,279			$	44,492
Adjustments to goodwill for foreign currency translation			(200	)			(78	)			(15	)			(293	)
Balance December 31, 2015:			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

						December 31, 2015												December 31, 2016
		Weighted Useful Lives				Gross Carrying Amount				Accumulated Amortization				Net Amount				Gross Carrying Amount				Accumulated Amortization				Net Amount
		(Years)
Amortized Intangible Assets:
Licenses			5.81			$	24,930			$	(20,436	)		$	4,494			$	20,130			$	(17,248	)		$	2,882
Product lines			7.50				50,093				(14,376	)			35,717				50,093				(20,634	)			29,459
Customer relationships			4.90				3,152				(2,195	)			957				3,152				(2,755	)			397
Trade names			5.00				3,000				(2,050	)			950				3,000				(2,650	)			350
Non-compete/ Employment contracts			5.00				200				(133	)			67				200				(177	)			23
Total amortized intangible assets						$	81,375			$	(39,190	)		$	42,185			$	76,575			$	(43,464	)		$	33,111
Unamortized Intangible Assets:
Trademarks						$	2,308			$	―			$	2,308			$	2,608			$	―			$	2,608

2017		$	8,780
2018			6,137
2019			3,144
2020			3,053
2021			3,053
Thereafter			8,944
		$	33,111

		2015				2016
Royalties		$	21,599			$	13,805
Inventory liabilities			6,754				5,425
Professional fees			2,535				3,696
Goods in transit			2,736				3,441
Salaries and employee benefits			185				3,243
Interest expense			2,333				2,520
Bonuses			6,275				1,500
Sales commissions			1,132				816
Unearned revenue			1,720				779
Molds and tools			2,669				―
Other			6,143				3,420
		$	54,081			$	38,645

		December 31, 2015												December 31, 2016
						Debt												Debt
		Principal				Issuance				Net				Principal				Issuance				Net
		Amount				Costs				Amount				Amount				Costs				Amount
4.25% convertible senior notes (due 2018)		$	100,000			$	2,181			$	97,819			$	93,865			$	1,098			$	92,767
4.875% convertible senior notes (due 2020)			115,000				3,653				111,347				113,000				2,760				110,240
Total convertible senior notes, net of debt issuance costs		$	215,000			$	5,834			$	209,166			$	206,865			$	3,858			$	203,007

		Years Ended December 31,
		2014				2015					2016
Contractual interest expense on the coupon		$	1,463			$	―			$	―
Amortization of debt discount and debt issuance costs recognized as interest expense			1,140				―				―
		$	2,603			$	―			$	―

		Years Ended December 31,
		2014				2015				2016
Contractual interest expense		$	4,250			$	4,250			$	4,191
Amortization of debt issuance costs recognized as interest expense			835				836				1,172
		$	5,085			$	5,086			$	5,363

		Years Ended December 31,
		2014				2015				2016
Contractual interest expense		$	3,135			$	5,606			$	5,508
Amortization of debt issuance costs recognized as interest expense			473				811				804
		$	3,608			$	6,417			$	6,312

		2014				2015				2016
Federal		$	(4	)		$	—			$	1,549
State and local			287				708				652
Foreign			3,887				3,044				1,637
Total Current			4,170				3,752				3,838
APIC			(84	)			—				548
Deferred			(371	)			(329	)			(259	)
Total		$	3,715			$	3,423			$	4,127

		2015				2016
Net deferred tax assets/(liabilities):
Reserve for sales allowances and possible losses		$	756			$	801
Accrued expenses			1,193				1,739
Prepaid royalties			13,155				16,806
Accrued royalties			3,963				2,638
Inventory			3,315				3,506
State income taxes			―				98
Property and equipment			3,833				4,997
Original issue discount interest			(10,332	)			(6,945	)
Goodwill and intangibles			35,086				29,378
Share based compensation			2,359				1,607
Undistributed foreign earnings			―				(48,731	)
Federal and state net operating loss carryforwards			34,684				22,755
Credit carryforwards			13,254				21,097
Other			(2,621	)			(2,495	)
Gross			98,645				47,251
Valuation allowance			(100,938	)			(49,285	)
Total net deferred tax assets/(liabilities)		$	(2,293	)		$	(2,034	)

		2014				2015				2016
Federal income tax expense			35.0	%			35.0	%			35.0	%
State income tax expense, net of federal tax effect			―				1.0				(3.6	)
Effect of differences in U.S. and foreign statutory rates			(14.1	)			(9.4	)			(53.7	)
Uncertain tax positions			―				0.3				3.4
Earn-out adjustments			―				(7.4	)			―
Provision to return			―				12.2				4.5
Non-deductible expenses			1.1				1.1				8.9
Other			(1.5	)			0.5				0.6
Foreign deemed dividend			―				1.7				262.2
Foreign tax credit			―				(0.5	)			(126.1	)
Undistributed foreign earnings			―				―				906.5
Valuation allowance			(5.8	)			(21.6	)			(960.9	)
			14.7	%			12.9	%			76.8	%

		2014				2015				2016
Domestic		$	5,358			$	11,692			$	(7,760	)
Foreign			19,866				14,901				13,136
		$	25,224			$	26,593			$	5,376

Balance, January 1, 2014		$	2.6
Current year additions			—
Current year reduction due to lapse of applicable statute of limitations			(0.1	)
Balance, December 31, 2014			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 audit settlement			—
Balance, December 31, 2016		$	2.3

2017		$	12,030
2018			9,422
2019			6,276
2020			4,247
2021			3,989
Thereafter			9,184
		$	45,148

2017		$	51,950
2018			32,677
2019			7,638
		$	92,265

2017		$	8,226
2018			5,492
2019			5,332
2020			2,285
		$	21,335

		Restricted and Performance Based Stock Awards (RSA)
		Number of Shares				Weighted Average Fair Value
Outstanding, December 31, 2013			721,752			$	6.88
Awarded			610,143				6.72
Released			(219,187	)			7.99
Forfeited			(544,651	)			6.61
Outstanding, December 31, 2014			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

		Year Ended December 31,
		2014				2015				2016
Restricted stock compensation expense		$	1,473			$	1,562			$	1,621
Excess tax benefit related to restricted stock compensation			—				—				548

			Number of Shares				Weighted Average Exercise Price
Outstanding, December 31, 2013			127,144			$	20.20
Cancelled			(52,144	)			19.50
Outstanding, December 31, 2014			75,000				20.69
Cancelled			(75,000	)			20.69
Outstanding, December 31, 2015			—				—

		2015																2016
		First				Second				Third				Fourth				First				Second				Third				Fourth
		Quarter				Quarter				Quarter				Quarter				Quarter				Quarter				Quarter				Quarter
		(in thousands, except per share data)
Net sales		$	114,201			$	131,106			$	337,027			$	163,407			$	95,809			$	140,977			$	302,791			$	167,026
Gross profit		$	35,378			$	39,287			$	104,329			$	49,575			$	31,183			$	44,800			$	94,933			$	52,105
Income (loss) from operations		$	(4,199	)		$	(3,008	)		$	44,628			$	(6,891	)		$	(13,816	)		$	(1,100	)		$	34,413			$	(2,391	)
Income (loss) before provision (benefit) for income taxes		$	(7,154	)		$	(4,414	)		$	47,239			$	(9,078	)		$	(16,951	)		$	(3,441	)		$	31,612			$	(5,844	)
Net income (loss)		$	(7,581	)		$	(5,727	)		$	45,864			$	(9,386	)		$	(17,383	)		$	(4,145	)		$	30,529			$	(7,752	)
Basic earnings (loss) per share		$	(0.40	)		$	(0.30	)		$	2.47			$	(0.50	)		$	(1.01	)		$	(0.27	)		$	1.91			$	(0.47	)
Weighted average shares outstanding			19,090				19,108				18,559				18,781				17,218				16,402				16,044				16,098
Diluted earnings (loss) per share		$	(0.40	)		$	(0.30	)		$	1.12			$	(0.50	)		$	(1.01	)		$	(0.27	)		$	0.82			$	(0.47	)
Weighted average shares and equivalents outstanding			19,090				19,108				42,562				18,781				17,218				16,402				39,504				16,098

		Balance at				Charged to								Balance
		Beginning				Costs and								at End
		of Period				Expenses				Deductions				of Period
		(In thousands)
Year ended December 31, 2014:
Allowance for:
Uncollectible accounts		$	2,928			$	1,545			$	(1,209	)		$	3,264
Reserve for potential product obsolescence			9,487				5,524				(7,134	)			7,877
Reserve for sales returns and allowances			31,374				44,741				(51,638	)			24,477
		$	43,789			$	51,810			$	(59,981	)		$	35,618
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

/s/ BDO USA, LLP
BDO USA, LLP
Los Angeles, California
March 16, 2017

Name		Age		Positions with the Company
Stephen G. Berman		52		Chief Executive Officer, President, Secretary and Director
Joel M. Bennett		55		Executive Vice President and Chief Financial Officer
John J. McGrath		51		Chief Operating Officer
Michael S. Sitrick		69		Director
Murray L. Skala		70		Director
Alexander Shoghi		35		Director
Rex H. Poulsen		65		Director
Michael J. Gross		41		Director

●	to offer a competitive total compensation opportunity that will allow us to continue to retain and motivate highly talented individuals to fill key positions;

●	to align a significant portion of each executive’s total compensation with our annual performance and the interests of our stockholders; and

●	reflect the qualifications, skills, experience and responsibilities of our executives

	●	Activision Blizzard, Inc.
	●	Deckers Outdoor Corporation
	●	Electronic Arts, Inc.
	●	Hasbro, Inc.
	●	Mattel, Inc.
	●	Take-Two Interactive, Inc.

	By the Compensation Committee of the Board of Directors:
	Michael S. Sitrick, Chairman
	Rex H. Poulsen, 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		2016			1,372,916				652,500				―				―				―				―				30,000				2,055,416
Chief Executive Officer,		2015			1,240,000				1,241,200				262,500				—				—				—				30,000				2,773,700
President and Secretary		2014			1,215,000				1,450,000				―				—				—				—				30,000				2,695,000
John J. McGrath		2016			675,000				―				―				―				―				―				26,400				701,400
Chief Operating Officer		2015			660,000				566,600				69,378				—				—				—				26,400				1,322,378
		2014			645,000				425,000				―				—				―				―				26,400				1,096,400
Joel M. Bennett		2016			490,000				―				―				―				―				―				24,000				514,000
Executive Vice President		2015			475,000				142,500				―				―				―				―				24,000				641,500
and Chief Financial Officer		2014			460,000				207,000				—				—				—				—				24,000				691,000

(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 2014, 2015 and 2016; 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 2014, 2015 and 2016, 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			—				—				—				—				—				28,106				144,746				—				—
John J. McGrath			—				—				—				—				—				6,762				34,824				—				—
Joel M. Bennett			—				—				—				—				—				—				—				—				—

(1)	The product of (x) $5.15 (the closing sale price of the common stock on December 31, 2016) 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

$

―

$

5,800,000

$

―

$

―

$

5,800,000

$

―

$

6,630,897

(6)

Restricted Stock - Performance-Based

―

―

―

―

―

―

―

Annual Cash Incentive Award (1)

―

―

―

―

―

―

―

	(1) Assumes that if the Named Officer is terminated on December 31, 2016, 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 $2,217,691 in 2016).

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

$

―

$

2,700,000

$

―

$

―

$

2,700,000

$

―

$

2,700,000

(6)

Restricted Stock - Performance-Based

―

―

―

―

―

―

―

Annual Cash Incentive Award (1)

―

―

―

―

―

―

―

	(1) Assumes that if the Named Officer is terminated on December 31, 2016, 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

$

―

$

490,000

$

―

$

―

$

490,000

$

―

$

980,000

(6)

Restricted Stock - Performance-Based

―

―

―

―

―

―

―

Annual Cash Incentive Award (1)

―

―

―

―

―

―

―

	(1) Assumes that if the Named Officer is terminated on December 31, 2016, 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		2016			75,000				99,834	(1)			—				—				—				—				174,834
Rex H. Poulsen		2016			163,333				99,834	(1)			—				—				—				—				263,167
Fergus McGovern (2)		2016			125,000				99,834	(1)			—				—				—				—				224,834
Michael S. Sitrick		2016			145,833				99,834	(1)			—				—				—				—				245,667
Alexander Shoghi		2016			87,500				99,834	(1)			—				—				—				—				187,334
Michael J. Gross (3)		2016			15,205				20,320	(4)			—				—				—				—				35,525

	(1) The value of the shares was determined by taking the product of (a) 12,542 shares of restricted stock multiplied by (b) $7.96, the last sales price of our common stock on December 31, 2015, as reported by Nasdaq, the date prior to the date the shares were granted, all of which shares vested on January 1, 2017.
	(2) Mr. McGovern died on February 27, 2016.
	(3) Mr. Gross was appointed to the board on October 19, 2016.
	(4) The value of the shares was determined by taking the product of (a) 2,463 shares of restricted stock multiplied by (b) $8.25, the last sales price of our common stock on October 18, 2016, as reported by Nasdaq, the date prior to the date the shares were granted, all of which shares vested on January 1, 2017.

Name and Address of Beneficial Owner (1)(2)		Amount and Nature of Beneficial Ownership (3)			Percent of Outstanding Shares (4)
Dr. Patrick Soon-Shiong		4,000,676	(5)		16.2	%
AQR Capital Management, LLC		1,059,792	(6)		5.1
Dimensional Fund Advisors LP		1,433,007	(7)		6.2
Oasis Management Company Ltd.		4,971,335	(8)		18.6
Franklin Resources, Inc.		2,368,477	(9)		10.2
Wolverine Asset Management, LLC		1,731,892	(10)		7.0
Pine River Capital Management L.P.		1,311,024	(11)		5.6
Citadel Advisors LLC		1,519,918	(12)		6.1
Geode Capital Management, LLC		1,506,229	(13)		6.5
Whitebox Advisors, LLC		1,266,407	(14)		5.2
Steelhead Partners, LLC		2,062,230	(15)		8.2
Renaissance Technologies LLC		1,604,300	(16)		6.9
Hongkong Meisheng Culture Company Ltd		1,383,647	(17)		5.7
The Vanguard Group		1,281,010	(18)		5.5
Stephen G. Berman		854,070	(19)		3.7
Rex H. Poulsen		79,010	(20)		*
Michael S. Sitrick		81,637	(21)		*
Murray L. Skala		114,965	(22)		*
Joel M. Bennett		37,866			*
John J. McGrath		217,553	(23)		*
Alexander Shoghi		29,348	(24)		*
Michael J. Gross		21,787	(25)		*
All directors and executive officers as a group (8 persons)		1,436,236			6.2

*	Less than 1% of our outstanding shares.

(1)	Unless otherwise indicated, such person’s address is c/o JAKKS Pacific, Inc., 2951 28th 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, 2017. 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 $54.7 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. Includes 1,500,000 shares underlying a warrant owned by an affiliate (NantWorks LLC). Except for 239,622 shares, and the shares underlying the warrant, 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 AQR Capital Management, LLC is Two Greenwich Office Park, Greenwich, CT 06830. Possesses joint voting and dispositive power with respect to all of such shares and certain of the reported shares underlie presently convertible notes. All the information presented in this Item with respect to this beneficial owner, including the percentage ownership since the amount of derivative securities was not disclosed, was extracted solely from the Schedule 13G filed on February 13, 2017.
(7)	The address of Dimensional Fund Advisors LP (formerly known as Dimensional Fund Advisors, Inc.) is Building One, 6300 Bee Cove Road, Austin, TX 78746. Possesses sole voting power over 1,422,864 shares and sole dispositive power over 1433,077 shares. All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13G/A filed on February 9, 2017.

(8)	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 joint voting and dispositive power over with respect to all of such shares. 3,528,156 of such shares underlie presently 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 January 27, 2017.
(9)	The address of Franklin Resources, Inc. is One Franklin Parkway, San Mateo, CA 94403. Sole voting and dispositive power is held by Franklin Templeton Investments Corp. (424,047 shares) and Templeton Investment Counsel, LLC (1,944,430 shares). All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13G/A filed on February 8, 2017.

(10)	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 1,470 shares) underlie options (28,500 shares) and 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, 2017.
(11)	The address of Pine River Capital Management L.P. is 601 Carlson Pkwy, Suite 330, Minnetonka, MN 55305; Attn: Brian Taylor. Possesses joint 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 13G filed on January 30, 2017.
(12)	The address of Citadel Advisors, LLC is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. Possesses joint voting and dispositive power with respect to 1,513,068 of such shares (the balance is held jointly by other related parties), all of which shares underlie options and/or other convertible securities. All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13G/A filed on February 17, 2017.

(13)	The address of Geode Capital Management, LLC is One Post Office Square, 20th Floor, Boston, MA 02109. Possesses sole voting power with respect to 1,491,448 of such shares, including 140,273 shares, the balance of which shares underlie convertible securities. 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, 2017.
(14)	The address of Whitebox Advisors, LLC is 3033 Excelsior Boulevard, Suite 300, Minneapolis, MN 55416. Possesses joint voting and dispositive power with respect to all of such shares and all of the reported 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, 2017.
(15)	The address of Steelhead Partners, LLC is 333 108th Avenue NE, Suite 2010, Bellevue, WA 98004.  Possesses sole voting and dispositive power with respect to all of such shares and all of the reported 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, 2017.
(16)	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, 2017.

(17)	The address of Hongkong Meisheng Culture Company Ltd is Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.   All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 1D filed on February 10, 2017.
(18)	The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.  Possesses sole voting power over 18,385 shares and sole dispositive power with respect to 1,263,090 shares and shared dispositive power over 17,920 sharers.  All information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13G filed on February 10, 2017.
(19)	Includes 679,612 shares of common stock issued on January 1, 2017 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, 2017 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 679,6128 shares unless certain conditions precedent are met prior to January 1, 2018, as described in the Berman Agreement, whereupon the forfeited shares will become authorized but unissued shares of our common stock. Also includes 18,238 shares granted on February 11, 2011 representing the stock component of his 2010 performance bonus which vest in seven tranches over six years, with each of the first six tranches equal to 14.5% of the total grant, and a seventh tranche equal to 13% of the total grant. The initial tranche vested on February 11, 2011 with each succeeding tranche vesting on January 1 of each year commencing with January 1, 2012 with the final tranche vesting on January 1, 2017. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.
(20)	Includes 69,010 shares of Common Stock issued pursuant to our 2002 Stock Award and Incentive Plan pursuant to which 19,324 of such shares may not be sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2018. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.
(21)	Consists of 34,095 shares of Common Stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 19,324 of such shares may not be sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2018. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.
(22)	Consists of 102,423 shares of Common Stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 19,324 of such shares may not be sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2018. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.
(23)	Includes 194,175 shares of common stock issued on January 1, 2017 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, 2017 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 194,175 shares unless certain conditions precedent are met prior to January 1, 2018, 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.
(24)	Consists of 29,348 shares of common stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 16,806 of such shares may not be sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2018. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.
(25)	Consists of 21,787 shares of common stock issued pursuant to our 2002 Stock Award and Incentive Plan, pursuant to which 19,324 of such shares may not be sold, mortgaged, transferred or otherwise encumbered prior to January 1, 2018. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.

		2015				2016
Audit Fees		$	1,209,590			$	1,215,000
Audit Related Fees			33,961				48,440
Tax Fees			8,350				7,555
All Other Fees			—				866
		$	1,251,901			$	1,271,861

●

Reports of Independent Registered Public Accounting Firm

●

Consolidated Balance Sheets as of December 31, 2015 and 2016

●

Consolidated Statements of Operations for the years ended December 31, 2014, 2015 and 2016

●

Consolidated Statements of Other Comprehensive Income (Loss) for the years ended December 31, 2014, 2015 and 2016

●

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014, 2015 and 2016

●

Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2015 and 2016

●

Notes to Consolidated Financial Statements

●

Schedule II — Valuation and Qualifying Accounts

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)
4.3		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)
10.8		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)
14		Code of Ethics (18)
21		Subsidiaries of the Company (*)
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.

(*)	Filed herewith.

Dated: March 16, 2017	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, 2017
Stephen G. Berman		Chief Executive Officer
		Chief Financial Officer
/s/ JOEL M. BENNETT		(Principal Financial Officer and		March 16, 2017
Joel M. Bennett		Principal Accounting Officer)
/s/ REX H. POULSEN		Director		March 16, 2017
Rex H. Poulsen
/s/ MICHAEL S. SITRICK		Director		March 16, 2017
Michael S. Sitrick
/s/ MURRAY L. SKALA		Director		March 16, 2017
Murray L. Skala
/s/ ALEXANDER SHOGHI		Director		March 16, 2017
Alexander Shoghi
/s/ MICHAEL J. GROSS		Director		March 16, 2017
Michael J. Gross

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)
4.3		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)
10.8		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)
14		Code of Ethics (18)
21		Subsidiaries of the Company (*)
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.

(*)	Filed herewith.