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4Licensing Corp 10-Q 2007

Documents found in this filing:

  1. 10-Q
  2. Ex-31
  3. Ex-31
  4. Ex-32
  5. Ex-32



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 10-Q

|X|     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE           SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

OR

|   |      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE            SECURITIES EXCHANGE ACT OF 1934


For the transition period from _____________ to _____________

Commission file number 0-7843

4Kids Entertainment, Inc.
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization)
13-2691380
(I.R.S. Employer
Identification No.)

1414 Avenue of the Americas
New York, New York 10019
(212) 758-7666

(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)


      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes |X|    No |_|        


        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):

  Large accelerated filer                        Accelerated filer    X                   Non-accelerated filer        

       Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_|    No|X|

      As of August 8, 2007, the number of shares outstanding of the registrant’s common stock, par value $.01 per share, was 13,211,532.



 

4Kids Entertainment, Inc. and Subsidiaries

 

Table of Contents

 

 

 

 

 

Page #

 

Part I—FINANCIAL INFORMATION

 

 

 


Item 1.


 


Financial Statements


 


 


 


 


Consolidated Balance Sheets as of June 30, 2007 (Unaudited) and December 31, 2006


 


2


 


 


Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2007 and 2006


 

3

 

 

Consolidated Statements of Stockholders’ Equity and Comprehensive Loss for the six months ended June 30, 2007 (Unaudited) and the year ended December 31, 2006

 

4


 


 


Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2007 and 2006


 

5


 


 


Notes to Consolidated Financial Statements (Unaudited)


 


6

 


Item 2.


 


Management’s Discussion and Analysis of Financial Condition and Results of Operations


 


18

 


Item 3.


 


Quantitative and Qualitative Disclosures about Market Risk


 


26

 


Item 4.


 


Controls and Procedures


 

26


Part II—OTHER INFORMATION


 

 


Item 1.


 


Legal Proceedings


 


27

 

 

Item 1A

 

 

Risk Factors

 

 

27

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

27

 

 

Item 6.

 

 

Exhibits

 

 

 

28


Signatures

 

29

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

4KIDS ENTERTAINMENT, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

JUNE 30, 2007 and DECEMBER 31, 2006

(In thousands of dollars, except share data)

Assets

 

2007

 

2006

 

Current assets:

 

(Unaudited

)

 

 

 

Cash and cash equivalents

 

$

18,796

 

$

18,066

 

Investments

 

 

86,849

 

 

92,910

 

Total cash, cash equivalents and investments

 

 

105,645

 

 

110,976

 

 

 

 

 

 

 

 

 

Accounts receivable - net

 

 

18,469

 

 

27,944

 

Prepaid income taxes

 

 

5,689

 

 

5,924

 

Prepaid expenses and other current assets

 

 

4,843

 

 

3,916

 

Current assets from discontinued operations

 

 

372

 

 

326

 

Deferred income taxes

 

 

799

 

 

707

 

Total current assets

 

 

135,817

 

 

149,793

 

 

 

 

 

 

 

 

 

Property and equipment - net

 

 

2,573

 

 

2,126

 

 

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

 

Accounts receivable - noncurrent, net

 

 

295

 

 

138

 

Investment in unconsolidated affiliate

 

 

3,983

 

 

2,702

 

Film and television costs - net

 

 

15,279

 

 

14,827

 

Non-current assets from discontinued operations

 

 

926

 

 

1,333

 

Deferred income taxes - noncurrent

 

 

3,897

 

 

1,733

 

Other assets – net

 

 

9,587

 

 

8,743

 

Total assets

 

$

172,357

 

$

181,395

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Due to licensors

 

$

6,085

 

$

6,536

 

Accounts payable and accrued expenses

 

 

9,463

 

 

14,317

 

Current liabilities from discontinued operations

 

 

20

 

 

20

 

Deferred revenue

 

 

3,181

 

 

5,014

 

Total current liabilities

 

 

18,749

 

 

25,887

 

 

 

 

 

 

 

 

 

Deferred rent

 

 

676

 

 

771

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

19,425

 

 

26,658

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

Preferred stock, $.01 par value - authorized, 3,000,000 shares; none issued

 

 

 

 

 

Common stock, $.01 par value - authorized, 40,000,000 shares;

issued, 14,968,987 and 14,933,218 shares; outstanding 13,210,782 and         13,183,218 shares in 2007 and 2006, respectively

 

 

149

 

 

149

 

Additional paid-in capital

 

 

63,445

 

 

62,859

 

Accumulated other comprehensive income

 

 

1,491

 

 

1,329

 

Retained earnings

 

 

121,231

 

 

123,649

 

 

 

186,316

 

 

187,986

 

Less cost of 1,758,205 and 1,750,000 treasury shares in 2007 and 2006, respectively

 

 

33,384

 

 

33,249

 

 

 

 

152,932

 

 

154,737

 

Total liabilities and stockholders’ equity

 

$

172,357

 

$

181,395

 

 

See notes to consolidated financial statements.

2

 


 

4KIDS ENTERTAINMENT, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006

(In thousands of dollars, except share data)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2007

 

 

2006

 

 

2007

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

$

12,009

 

$

16,672

 

$

26,940

 

$

35,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

10,176

 

 

10,285

 

 

19,139

 

 

18,562

 

Production service costs

 

1,788

 

 

3,155

 

 

3,568

 

 

6,031

 

Amortization of television and film costs

 

1,444

 

 

1,371

 

 

3,131

 

 

3,017

 

Amortization of 4Kids TV broadcast fee

 

3,825

 

 

4,874

 

 

8,244

 

 

9,682

 

Total costs and expenses

 

17,233

 

 

19,685

 

 

34,082

 

 

37,292

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(5,224

)

 

(3,013

)

 

(7,142

)

 

(1,367

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

1,480

 

 

1,009

 

 

2,567

 

 

1,896

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

(3,744

)

 

(2,004

)

 

(4,575

)

 

529

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit from income taxes

 

(1,598

)

 

(1,382

)

 

(2,275

)

 

(477

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from unconsolidated operations –

 

(67

)

 

 

 

(118

)

 

 

net of a tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

(2,213

)

 

(622

)

 

(2,418

)

 

1,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 

656

 

 

 

 

576

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

$

(2,213

)

$

34

 

$

(2,418

)

$

1,582

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share amounts:

 

 

 

 

 

 

 

 

 

 

 

 

Basic (loss) earnings per common share

 

 

 

 

 

 

 

 

 

 

 

 

Continuing Operations

$

(0.17

)

$

(0.05

)

$

(0.18

)

$

0.08

 

Discontinued Operations

 

 

 

0.05

 

 

 

 

0.04

 

Basic (loss) earnings per common share

$

(0.17

)

$

0.00

 

$

(0.18

)

$

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted (loss) earnings per common share

 

 

 

 

 

 

 

 

 

 

 

 

Continuing Operations

$

(0.17

)

$

(0.05

)

$

(0.18

)

$

0.08

 

Discontinued Operations

 

 

 

0.05

 

 

 

 

0.04

 

Diluted (loss) earnings per common share

$

(0.17

)

$

0.00

 

$

(0.18

)

$

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

 

 

 

 

 

outstanding - basic

 

13,195,054

 

 

13,090,901

 

 

13,189,199

 

 

13,083,937

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

 

 

 

 

 

outstanding - diluted

 

13,195,054

 

 

13,090,901

 

 

13,189,199

 

 

13,370,177

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements.

 

3

 

 


4KIDS ENTERTAINMENT, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2006

(In thousands of dollars and shares)

 

 



Common Stock

 

Additional
Paid-In
Capital

 

Retained Earnings

 

Accumulated
Other
Comprehensive
Income/Loss

 

Less Treasury Stock

 

Total
Stockholders’
Equity

 

Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, DECEMBER 31, 2005

14,826

 

$

148

 

$

61,415

 

$

124,655

 

$

428

 

$

(33,249

)

$

153,397

 

Issuance of common stock and stock options exercised

107

 

 

1

 

 

1,256

 

 

 

 

 

 

 

 

1,257

 

Tax benefit from exercise of stock options

 

 

 

 

188

 

 

 

 

 

 

 

 

188

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

(1,006

)

 

 

 

 

 

(1,006

)

Translation adjustment

 

 

 

 

 

 

 

 

901

 

 

 

 

901

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

(105

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, DECEMBER 31, 2006

14,933

 

$

149

 

$

62,859

 

$

123,649

 

$

1,329

 

$

(33,249

)

$

154,737

 

Issuance of common stock and stock options exercised

36

 

 

 

 

583

 

 

 

 

 

 

 

 

583

 

Tax benefit from exercise of stock options

 

 

 

 

3

 

 

 

 

 

 

 

 

3

 

Acquisition of treasury stock, at cost

 

 

 

 

 

 

 

 

 

 

(135

)

 

(135

)

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

(2,418

)

 

 

 

 

 

(2,418

)

Translation adjustment

 

 

 

 

 

 

 

 

162

 

 

 

 

162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,256

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, JUNE 30, 2007

14,969

 

$

149

 

$

63,445

 

$

121,231

 

$

1,491

 

$

(33,384

)

$

152,932

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements.

 

 

 

 

 

4

 


4KIDS ENTERTAINMENT, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2007 AND 2006

 

(In thousands of dollars)

 

 

2007

 

 

2006

 

Cash flows from operating activities:

 

 

 

 

 

 

Net (loss) income

$

(2,418

)

$

1,582

 

Adjustments to reconcile net (loss) income to net cash

 

 

 

 

 

 

provided by (used in) operating activities – continuing operations:

 

 

 

 

 

 

Depreciation and amortization

 

458

 

 

506

 

Amortization of television and film costs

 

3,131

 

 

3,017

 

Amortization of 4Kids TV broadcast fee

 

8,244

 

 

9,682

 

Provision for doubtful accounts

 

369

 

 

239

 

Deferred income taxes

 

(2,256

)

 

455

 

Loss on investment in unconsolidated affiliate

 

213

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

9,013

 

 

6,470

 

Film and television costs

 

(3,582

)

 

(5,836

)

Prepaid income taxes

 

235

 

 

(565

)

Prepaid 4Kids TV broadcast fee

 

(8,244

)

 

(6,792

)

Prepaid expenses and other current assets

 

(927

)

 

(1,222

)

Other assets - net

 

(844

)

 

(495

)

Due to licensors

 

(451

)

 

(8,492

)

Accounts payable and accrued expenses

 

(4,305

)

 

1,383

 

Deferred revenue

 

(1,833

)

 

(345

)

Deferred rent

 

(95

)

 

(114

)

 

 

 

 

 

 

 

Net cash used in operating activities – continuing operations

 

(3,292

)

 

(527

)

Net cash provided by (used in) operating activities – discontinued operations

 

361

 

 

(434

)

Net cash used in operating activities

 

(2,931

)

 

(961

)

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Proceeds from maturities of investments

 

78,534

 

 

76,057

 

Purchase of investments

 

(72,473

)

 

(98,274

)

Purchase of property and equipment

 

(906

)

 

(297

)

Loss from disposal of property, plant, and equipment

 

1

 

 

525

 

Purchase of investment in unconsolidated affiliate

 

(1,494

)

 

 

Net cash provided by (used in) investing activities

 

3,662

 

 

(21,989

)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from exercise of stock options

 

17

 

 

203

 

Purchase of treasury shares

 

(135

)

 

 

Tax benefit on exercise of stock options

 

3

 

 

37

 

Net cash (used in) provided by financing activities

 

(115

)

 

240

 

 

 

 

 

 

 

 

Effects of exchange rate changes on cash and cash equivalents

 

114

 

 

494

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

730

 

 

(22,216

)

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

18,066

 

 

35,142

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

$

18,796

 

$

12,926

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid during period for Income Taxes

$

 

$

63

 

Supplemental schedule of non-cash investing and financing activities

 

 

 

 

 

 

Vesting of restricted shares

$

566

 

$

 

 

See notes to consolidated financial statements.

5


4KIDS ENTERTAINMENT, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(In thousands of dollars, except share and per share data)

 

1. DESCRIPTION OF BUSINESS

 

General Development and Narrative Description of Business - 4Kids Entertainment, Inc., together with the subsidiaries through which its businesses are conducted (the “Company”), is a diversified entertainment and media company specializing in the youth oriented market with operations in the following business segments: (i) Licensing; (ii) Advertising Media and Broadcast; (iii) Television and Film Production/Distribution; and (iv) Trading Card and Game Distribution. The Company was organized as a New York corporation in 1970.

 

Licensing - The Licensing business segment consists of the results of operations of the following wholly-owned subsidiaries of the Company: 4Kids Entertainment Licensing, Inc. (“4Kids Licensing”); 4Sight Licensing Solutions, Inc. (“4Sight Licensing”); 4Kids Entertainment International, Ltd. (“4Kids International”); and 4Kids Technology, Inc. (“4Kids Technology”). 4Kids Licensing is engaged in the business of licensing the merchandising rights to popular children’s television series, properties and product concepts (individually, the “Property” or collectively the “Properties”). 4Kids Licensing typically acts as exclusive merchandising agent in connection with the grant to third parties of licenses to manufacture and sell all types of merchandise, including toys, videogames, trading cards, apparel, housewares, footwear, books and other published materials, based on such Properties. 4Sight Licensing is engaged in the business of licensing properties and product concepts to adults, teens and “tweens”. 4Sight Licensing focuses on brand building through licensing. 4Kids International based in London, manages the Properties represented by the Company in the United Kingdom and European marketplaces. 4Kids Technology develops ideas and concepts for licensing which integrate new and existing technologies with traditional game and toy play patterns.

 

Advertising Media and Broadcast - The Company, through a multi-year agreement with Fox Broadcasting Corporation (“Fox”), leases Fox’s Saturday morning programming block from 8am to 12pm eastern/pacific time (7am to 11am central time). The Company provides substantially all programming content to be broadcast on 4Kids TV. 4Kids Ad Sales, Inc. (“4Kids Ad Sales”), a wholly-owned subsidiary of the Company, retains all of the revenue from its sale of network advertising time for the four-hour time period leased from Fox.

 

Effective June 30, 2006, the Company’s wholly-owned subsidiary, The Summit Media Group, Inc. (“Summit Media”), which previously provided print and broadcast media planning and buying services for clients principally in the children’s toy and game business, terminated its operations. As a consequence of the termination of its operations, Summit Media no longer serves as a media buying agency for third parties.

 

Television and Film Production/Distribution - The Television and Film Production/Distribution business segment consists of the results of operations of the following wholly-owned subsidiaries of the Company: 4Kids Productions, Inc. (“4Kids Productions”); 4Kids Entertainment Music, Inc. (“4Kids Music”); and 4Kids Entertainment Home Video, Inc. (“4Kids Home Video”). 4Kids Productions produces and adapts animated and live-action television programs and theatrical motion pictures for distribution to the domestic and international television, home video and theatrical markets. 4Kids Music composes original music for incorporation into television programming produced by 4Kids Productions and markets and manages such music. 4Kids Home Video distributes home videos associated with television programming produced by 4Kids Productions.

Trading Card and Game Distribution - Through its wholly-owned subsidiary, 4Kids Digital Games, Inc., (“4Kids Digital”), the Company owns 53% of TC Digital Games LLC, a Delaware limited liability company (“TC Digital”), that will produce, market and distribute the “Chaotic” trading card game. On December 11, 2006, 4Kids Digital and Chaotic USA Digital Games LLC (“CUSA LLC”), a wholly owned subsidiary of Chaotic USA Entertainment Group, Inc. (“CUSA”) entered into the TC Digital operating agreement (“TCD Agreement”) which contains terms and conditions governing the operations of TC Digital. Under the TCD Agreement, 4Kids Digital and CUSA are each entitled to elect two managers to TC Digital’s Management Committee with 4Kids Digital having the right to break any dead-locks.

Through its wholly-owned subsidiary, 4Kids Websites, Inc., the Company owns 50% of TC Websites LLC, a Delaware limited liability company (“TC Websites”), that will own and operate www.chaoticgame.com, the companion website for the “Chaotic” trading card game. 4Kids Websites purchased its 50% membership interest in TC Websites from CUSA on December 11, 2006. Under the terms of TC Websites’ operating agreement (“TCW Agreement”), 4Kids Websites

 

6

 


and CUSA are each entitled to elect two managers to TC Websites’ Management Committee, with 4Kids Websites having the right to break any dead-lock relating to advertising and marketing issues and CUSA having the right to break any dead-lock relating to operational matters. Due to the fact that the Company does not have final decision making power on operational matters, the equity method of accounting is applied.

TC Digital and TC Websites are the exclusive licensees of certain patents covering the uploading of coded trading cards to a website where online game play and community activities occur. The Company believes that its ownership interests in TC Digital and TC Websites represent a potentially significant addition to its business strategy. These two businesses should enable the Company to offer traditional trading card game play with an online digital play experience. In addition, it is anticipated that TC Digital and TC Websites will diversify their product lines and will ultimately distribute and sell, and create websites for, other trading card games.

Certain of the Company’s executive officers have interests in CUSA, CUSA LLC and certain other entities in which TC Digital and TC Websites have engaged in transactions since their formation. Information regarding these relationships can be found in Note 7 of the Notes to the Company’s consolidated financial statements.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The consolidated financial statements, except for the December 31, 2006 consolidated balance sheet and the consolidated statement of stockholders’ equity and comprehensive loss for the year ended December 31, 2006, are unaudited, but have been prepared in conformity with accounting principles generally accepted in the United States for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements should be read in conjunction with audited consolidated financial statements and notes thereto for the year ended December 31, 2006 as presented in our Annual Report on Form 10-K. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position of the Company as of June 30, 2007 and December 31, 2006, and the results of operations for the three and six months ended June 30, 2007 and 2006, and stockholders’ equity and comprehensive loss for the six months ended June 30, 2007 and the year ended December 31, 2006, and cash flows for the six months ended June 30, 2007 and 2006. Because of the inherent seasonality and changing trends of the toy, game, entertainment and advertising industries, operating results for the Company on a quarterly basis may not be indicative of operating results for the full year.

In connection with the termination of the operations of Summit Media, the media buying operations have been classified as a discontinued operation. As further discussed in Note 11 of the Notes to the Company’s consolidated financial statements, the consolidated financial statements have been reclassified to reflect the reporting of this business as a discontinued operation.

Effective January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board (the “FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 prescribes the financial statement recognition and measurement criteria for a tax position taken or expected to be taken in a tax return. FIN 48 also requires additional disclosures related to uncertain income tax positions. See Note 5, “Income Taxes”, for further information.

The consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2006, which are included in the Company’s Annual Report on Form 10-K with respect to such period that has been filed with the Securities and Exchange Commission (the “SEC”). All significant intercompany accounts and transactions have been eliminated. The December 31, 2006 consolidated balance sheet amounts are derived from the Company’s audited consolidated financial statements.

Revenue RecognitionMerchandise licensing revenues: Licensing revenues, net of licensor participations, are recognized when the underlying royalties from the sales of the related products are earned. The Company recognizes guaranteed royalties, net of licensor participations, at the time the arrangement becomes effective if the Company has no significant direct continuing involvement with the underlying Property or obligation to the licensee. Where the Company has significant continuing direct involvement with the underlying Property or obligation to the licensee, guaranteed minimum royalties, net of licensor participations, are recognized ratably over the term of the license or based on sales of the related products, if greater. Licensing advances and guaranteed payments collected but not yet earned by the Company are classified as deferred revenue in the accompanying consolidated balance sheets.

 

Broadcast advertising revenues: Advertising revenues are recognized when the related commercials are aired and are recorded net of agency commissions and net of an appropriate reserve when advertising is sold together with a guaranteed audience delivery. Internet advertising revenues are recognized on the basis of impression views in the period the advertising is displayed. Commission income from the discontinued media planning and buying operations of Summit Media, from both

 

7

 


print and broadcast media, were recognized at the time the related media was run.

 

Episodic television series revenues: Television series initially produced for networks and first-run syndication are generally licensed to domestic and foreign markets concurrently. The length of the revenue cycle for episodic television varies depending on the number of seasons a series remains in active exploitation. Revenues arising from television license agreements, net of licensor participations, are recognized in the period that the films or episodic television series are available for telecast.

 

Production and adaptation costs charged to the licensor are included in net revenues and the corresponding costs are included in production service costs in the accompanying consolidated statements of operations. Production service costs included in net revenues amounted to $1,671 and $3,388 for the three and six months ended June 30, 2007, respectively, and $2,993 and $5,426 for the three and six months ended June 30, 2006, respectively.

 

Home video revenues: Revenues from home video and DVD sales, net of a reserve for returns, are recognized, net of licensor participations, on the date that video and DVD units are shipped by the Company’s distributor to wholesalers/retailers. Consistent with the practice in the home video industry, the Company estimates the reserve for returns based upon its review of historical returns rates and expected future performance.

 

Music revenues: Revenues from music sales, net of licensor participations, and net of a reserve for returns, are recognized on the date units are shipped by the Company’s distributor to wholesalers/retailers as reported to the Company. In the case of musical performance revenues, the revenue is recognized when the musical recordings are broadcast and/or performed.

 

Investments - The Company’s short-term investments principally consists of auction rate and debt securities. The Company classifies its investments in auction rate securities as “available for sale.” These investments are recorded at cost which approximates fair market value due to their variable interest rates. All income generated from these current investments were recorded as interest income. As the Company expects to hold its auction rate securities for less than one year, they have been classified as a current asset. Our marketable securities portfolio also includes corporate debt instruments in which the Company has the intention to hold until maturity and therefore classifies these investments as held-to-maturity, reported at market value.

 

Film and Television Costs – The Company accounts for its film and television costs pursuant to American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) No. 00-2, Accounting by Producers or Distributors of Films. The cost of production for television programming, including overhead, participations and talent residuals is capitalized and amortized using the individual-film-forecast method under which such costs are amortized for each television program in the ratio that revenue earned in the current period for such program bears to management’s estimate of the ultimate revenues to be realized from all media and markets for such program. Management regularly reviews, and revises when necessary, its ultimate revenue estimates on a title-by-title basis, which may result in a change in the rate of amortization applicable to such title and/or a write-down of the value of such title to estimated fair value. These revisions can result in significant quarter-to-quarter and year-to-year fluctuations in film write-downs and rates of amortization. If a total net loss is projected for a particular title, the associated film and television costs are written down to estimated fair value. All exploitation costs, including advertising and marketing costs are expensed as incurred. Television adaptation and production costs that are adapted and/or produced are stated at the lower of cost, less accumulated amortization, or fair value.

Reclassifications - Certain reclassifications have been made to prior year amounts to conform to the 2007 presentation.

Translation of Foreign Currency — In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 130, Reporting Comprehensive Income, the Company classifies items of other comprehensive income by their nature in the financial statements and displays the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of the consolidated balance sheet. The assets and liabilities of the Company’s foreign subsidiary, 4Kids International, have been recorded in their local currency and translated to U.S. dollars using period-end exchange rates. Income and expense items have been translated at the average rate of exchange prevailing during the period. Any adjustment resulting from translating the financial statements of the foreign subsidiary is reflected as “other comprehensive income,” net of related tax. Comprehensive loss for the three and six months ended June 30, 2007, was $2,084 and $2,256, respectively, which included translation adjustments of $129 and $162 for the respective periods. Comprehensive income for the three and six months ended June 30, 2006 was $454 and $2,076, respectively, which included translation adjustments of $420 and $494 for the respective periods.

 

8

 


Recently Issued Accounting PronouncementsAccounting for Uncertainty in Income Taxes - In June 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), an interpretation of SFAS No. 109 Accounting for Income Taxes (“SFAS No. 109”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109. FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on the derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The adoption of FIN 48 is effective for the period beginning January 1, 2007. The adoption of this interpretation did not have a material effect on the Company’s consolidated financial position or results of operations.

Fair Value Measurements – In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement (“SFAS 157”). SFAS 157 defines “fair value”, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact the adoption of SFAS 157 will have on its consolidated financial position and results of operations.

 

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB No. 108”). This bulletin expresses the SEC’s views regarding the process of quantifying financial statement misstatements. The interpretations in this bulletin were issued to address diversity in practice in quantifying financial statement misstatements and the potential under current practice for the build up of improper amounts on the balance sheet. The Company adopted the provisions of SAB No. 108 as of December 31, 2006. The adoption had no impact on the Company’s consolidated financial position and results of operations.

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—An Amendment of FASB No. 87, 88, 106 and 132(R) (“SFAS 158”). SFAS 158 requires that the funded status of defined benefit postretirement plans be recognized on companies’ balance sheets and that changes in the funded status be reflected in comprehensive income, effective for fiscal years ending after December 15, 2006. SFAS 158 also requires companies to measure the funded status of each such plan as of the date of its fiscal year-end, effective for fiscal years ending after December 15, 2008. Since the Company does not currently have a defined benefit postretirement plan, the adoption of SFAS 158 did not have any impact on its consolidated financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, (“SFAS 159”). SFAS 159 provides companies with an option to report selected financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact the adoption of SFAS 159 will have on its consolidated financial position and results of operations.

 

3. STOCK-BASED EMPLOYEE COMPENSATION

 

The Company has stock-based compensation plans for employees and non-employee members of the Board of Directors. The plans provide for discretionary grants of stock options, shares of restricted stock, and other stock-based awards. The plans are administered by the Compensation Committee of the Board of Directors, consisting of non-employee directors.

 

Effective January 1, 2006, the Company adopted SFAS No. 123-R (revised 2004), Share-Based Payments, utilizing the modified prospective method whereby prior periods are not restated for comparability. SFAS 123-R requires recognition of stock-based compensation expense in the statement of operations over the vesting period based on the fair value of the award at the grant date. Previously, the Company used the intrinsic value method under APB No. 25, Accounting for Stock Issued to Employees (‘‘APB No. 25’’), as amended by related interpretations of the FASB. Under APB No. 25, no compensation cost was recognized for stock options because the quoted market price of the stock at the grant date was equal to the amount per share the employee had to pay to acquire the stock after fulfilling the vesting period. SFAS 123-R supersedes APB No. 25 as well as SFAS 123, Accounting for Stock-Based Compensation, which permitted pro forma footnote disclosures to report the difference between the fair value method and the intrinsic value method. The Company did not grant any stock options during the six months ended June 30, 2007, and at January 1, 2006, all of the Company’s outstanding options were fully vested. Consequently, the adoption of this pronouncement did not have a material effect on the Company’s consolidated financial position or results of operations.

 

 

9

 


The following table summarizes activity under our stock option plans for the six months ended June 30, 2007:

 

 

 

Shares

(in thousands)

 

Weighted
Average
Exercise
Price

 

Remaining

Contractual

Life

(in years)

 

Aggregate
Intrinsic
Value

 

Outstanding at beginning of period

 

 

2,281

 

$

17.90

 

 

 

 

 

 

 

Grants

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(1

)

 

11.80

 

 

 

 

 

 

 

Forfeited

 

 

(385

)

 

20.61

 

 

 

 

 

 

 

Outstanding at end of period

 

 

1,895

 

$

17.35

 

 

2.16

 

$

4,494

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at end of period

 

 

1,895

 

$

17.35

 

 

2.16

 

$

4,494

 

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock for those awards that have an exercise price currently below the closing price. As of June 30, 2007, we had options outstanding to purchase an aggregate of approximately 659,000 shares with an exercise price below the quoted price of our stock, resulting in an aggregate intrinsic value of $4,494. During the six months ended June 30, 2007 and 2006, the aggregate intrinsic value of options exercised under our stock option plans was $8 and $91, respectively, determined as of the date of exercise.

 

Restricted Stock Awards

 

The Company granted restricted stock awards of approximately 162,000 shares on May 25, 2007 under its 2006 long-term incentive compensation plan and of 145,000 and 4,000 shares on May 23, 2006 and June 15, 2006, respectively, under its 2005 long-term incentive compensation plan. The restricted stock awards were granted to certain employees, including officers and members of the Board of Directors, at grant prices of $16.79, $16.52 and $15.78 (in each case, the average of the high and low stock price from the previous day of trading) for the May 25, 2007, the May 23, 2006 and the June 15, 2006 grants, respectively. The restricted stock awards vest annually from the date of grant over a period of four years with accelerated vesting upon a change of control of the Company (as defined in the applicable plan). During the restriction period, award holders do not have the rights of stockholders and cannot transfer ownership. Additionally, nonvested shares of award holders are subject to forfeiture. These awards are forfeited and revert to the Company in the event of employment termination, except in the case of death, disability, retirement or other specified events.

 

A summary of restricted stock award activity under the Company’s long-term incentive compensation plans as of June 30, 2007 and changes during the six months then ended is presented as follows:

 

 

 

Number of Shares

(in thousands)

 

Weighted- Average Grant Date Fair Value

 

Outstanding at January 1, 2007

 

 

138

 

$

16.50

 

 

Granted

 

 

162

 

 

16.79

 

 

Vested

 

 

(34

)

 

16.49

 

 

Forfeited

 

 

(3

)

 

16.62

 

 

Outstanding at June 30, 2007

 

 

263

 

$

16.67

 

 

 

As of June 30, 2007, there was approximately $2,641 and $1,630 of unrecognized compensation cost related to restricted stock awards granted under the Company’s 2006 and 2005 long-term incentive compensation plans, respectively. The cost is expected to be recognized over a remaining weighted-average period of 3.9 and 2.9 years under the 2006 and 2005 plans, respectively. There were approximately 34,000 shares of restricted stock that vested during the six months ended June 30, 2007.

 

Availability for Future Issuance - As of June 30, 2007, (i) options to purchase approximately 713,000 shares of the Company’s common stock were available for future issuance under the Company’s stock option plans and (ii) options to purchase a maximum of approximately 817,000 shares of the Company’s common stock were available for future issuance under the Company’s long-term incentive compensation plans, reduced by four shares for each share of restricted stock

 

10

 


awarded under the 2006 and 2005 plans, for which 9,000 shares were available for issuance and reduced by two shares for each share of restricted stock awarded under the 2007 plan for which 800,000 shares were available for issuance. Additionally, 8,000 shares of restricted stock, repurchased during the period, were also available for issuance under the 2005 plan.

 

4. DEFERRED REVENUE

 

Music - In July 2002, 4Kids Music granted a right to receive a 50% interest in the Company’s net share of the music revenues from currently existing music produced by the Company for television programs produced by the Company other than “Pokémon” (“Current Music Assets”) to an unaffiliated third party in an arms length transaction for $3,000. Further, the Company agreed to grant a right to receive a 50% interest in the Company’s net share of music revenues from future music to be produced by the Company for its television programs (excluding “Pokémon”) (“Future Music Assets”) to the same third party for $2,000. In consideration of the grant of Future Music Assets, the Company received $750 in June 2003, $750 in June 2004 and $500 in June 2005.

 

The Company has deferred all amounts received under the contract, and recognizes revenue as the Current Music Assets and Future Music Assets generate revenue over the contract term. Notwithstanding the foregoing, as of the date the Company has delivered all of the Future Music Assets required under the contract, any portion of the $5,000 that remains deferred and not recognized, will be recognized as revenue. Pursuant to the above, the Company recognized revenues of $97 and $171 for the three and six months ended June 30, 2007, respectively, and $171 and $360 for the three and six months ended June 30, 2006, respectively. The Company has included $2,284 and $2,455 as deferred revenue on the accompanying consolidated balance sheets as of June 30, 2007 and December 31, 2006, respectively.

 

Home Video - At various dates since May 2002, 4Kids Home Video entered into various agreements with an unaffiliated third party home video distributor (the “Video Distributor”) pursuant to which 4Kids Home Video provides ongoing advertising, marketing and promotional services with respect to certain home video titles that are owned or controlled by the Company and which are distributed by the Video Distributor. The Video Distributor has paid the Company cumulative advances of $4,119 against 4Kids Home Video’s share of the distribution and service fee proceeds to be realized by 4Kids Home Video from such titles. Pursuant to the above, the Company recognized revenue of $69 and $105 for the three and six months ended June 30, 2007, respectively, and $44 and $70 for the three and six months ended June 30, 2006, respectively. The Company has included $436 and $541 as deferred revenue on the accompanying consolidated balance sheets as of June 30, 2007 and December 31, 2006, respectively.

 

Other Agreements - In addition, the Company entered into other agreements for various Properties and advertising time on 4Kids TV in which the Company has received certain advances and/or minimum guarantees. As of June 30, 2007 and December 31, 2006, the unearned portion of these advances and guaranteed payments was $461 and $2,018, respectively, and is included in deferred revenue on the accompanying consolidated balance sheets.

 

5. INCOME TAXES

 

The (benefit from) provision for income taxes consisted of the following:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Current

 

$

(1,199

)

$

(1,474

)

$

(2,140

)

$

(933

)

Deferred

 

 

(399

)

 

92

 

 

(135

)

 

456

 

Total

 

$

(1,598

)

$

(1,382

)

$

(2,275

)

$

(477

)

 

The Company adopted the provisions of FIN 48, effective January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109. FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on the derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The adoption of FIN 48 is effective for the period beginning January 1, 2007. The adoption of this interpretation did not have a material effect on the Company’s consolidated financial position or results of operations.

 

11

 


The Company and its consolidated subsidiaries file income tax returns in the United States and in the United Kingdom. The Company is no longer subject to examinations by income tax authorities in most jurisdictions for years prior to 2003.

 

6. LEGAL PROCEEDINGS

 

The Company from time to time is involved in litigation arising in the ordinary course of its business. The Company does not believe that such litigation to which the Company or any subsidiary of the Company is a party or of which any of their property is the subject will, individually or in the aggregate, have a material adverse effect on the Company’s financial position or the results of its operations.

 

7. RELATED PARTY

 

National Law Enforcement and Firefighters Children’s Foundation - The Company’s Chairman and Chief Executive Officer is the founder and President of The National Law Enforcement and Firefighters Children’s Foundation (the “Foundation”). The Foundation is a not-for-profit organization dedicated to helping the children of law enforcement and firefighting personnel and working with law enforcement and firefighting organizations to provide all children with valuable social and life skill programs. The Company contributed approximately $30 and $60 to the foundation for the three and six months ended June 30, 2007, respectively, and $20 and $50 to the foundation for the three and six months ended June 30, 2006, respectively.

 

Chaotic USA Entertainment Group, Inc. (“CUSA”) - On December 11, 2006, 4Kids Digital and Chaotic USA Digital Games LLC (“CUSA LLC”), a wholly owned subsidiary of CUSA, entered into the TCD Agreement with respect to the operation of TC Digital as a joint venture, with 4Kids Digital owning 53% of TC Digital’s membership interests and CUSA LLC owning 47% of TC Digital’s membership interests. TC Digital is treated as a consolidated subsidiary of the Company as a result of its majority ownership in TC Digital and its right to break any dead-locks within the TC Digital Management Committee. Bryan Gannon (“Gannon”), President and Chief Executive Officer of CUSA and John Milito (“Milito”), Executive Vice President and Chief Operating Officer of CUSA, each own an interest of approximately 32% in CUSA. Additionally, on December 11, 2006, Gannon and Milito became officers of TC Digital.

As of June 30, 2007, the Company has entered into the following transactions with CUSA and CUSA LLC, or parties related to Gannon and Milito that are summarized below:

 

°

Employment Agreements – On December 11, 2006, TC Digital entered into employment agreements through December 31, 2009, with Bryan Gannon, to serve as its President and Chief Executive Officer and John Milito, to serve as its Executive Vice President. Under the terms of the employment agreements, each of Gannon and Milito will receive an annual base salary of $350 with a one-time signing bonus of $125 and is eligible to receive additional bonuses at the sole discretion of TC Digital’s Management Committee, on which they serve. Gannon and Milito will each receive a minimum bonus of $100 and $200 in 2007 and 2008, respectively, if TC Digital attains 60% of the projected revenues for those years approved by TC Digital’s Management Committee.

 

°

Chaotic Property Representation Agreement – On December 11, 2006, 4Kids Licensing, CUSA and Apex Marketing, Inc. (“Apex”), a corporation in which Gannon holds 60% of the outstanding capital stock and Milito owns 39% of the outstanding capital stock, entered into an amended and restated Chaotic property representation agreement (“CPRA”) replacing the original Chaotic property representation agreement entered into by the parties in April 2005. Under the terms of the CPRA, 4Kids Licensing is granted exclusive television broadcast and production, merchandising licensing, and home video rights to the “Chaotic” Property worldwide in perpetuity, subject to certain limited exceptions. Under the terms of the CPRA, all “Chaotic” related income less approved merchandising and other expenses shall be distributed 50% to the Company and 50% to CUSA and Apex, excluding trading card royalties which are distributed 53% to 4Kids Digital and 47% to CUSA LLC. Additionally, all approved production expenses for television episodes based on the “Chaotic” property are allocated 50% to 4Kids Licensing and 50% to CUSA and Apex. As of June 30, 2007, there were approximately $443 of production expenses and $3,579 of merchandising expenses owed to 4Kids Licensing by CUSA and Apex collectively.

 

°

Patent License Agreements – On December 11, 2006, TC Digital and TC Websites each entered into an agreement (the “Patent License Agreements”) with Cornerstone Patent Technologies, LLC (“Cornerstone”), a limited liability company, in which Gannon and Milito both hold a 25% membership interest. Pursuant to the Patent License Agreements, TC Digital and TC Websites obtained exclusive licenses (subject to certain exceptions) to use certain patent rights in connection with “Chaotic” and other trading card games which are uploaded to websites owned and operated by the combined entities. Additionally, each of TC Digital and TC Websites will pay Cornerstone a royalty

 

12

 


of 1.5% of the Manufacturers Suggested Retail Price for trading cards sold. As of June 30, 2007 no cards had been sold.

 

°

TCD Agreement – Under the terms of the TCD Agreement entered into by 4Kids Digital and CUSA LLC, TC Digital is obligated to pay the following fees and/or royalties to: (i) 4Kids Digital equal to 3% of TC Digital’s gross revenues up to $350 per year for management services performed; (ii) 4Kids Digital and CUSA equal to 3% of net sales of each pack of trading cards sold; and (iii) Dracco Company Ltd. equal to (x) 10% of the net sales of “Chaotic” trading cards and (y) an additional 1% of net sales of “Chaotic” trading cards above $50 million during a calendar year. 4Kids Digital is required under the terms of the TCD Agreement and the related loan and line of credit agreements to provide loans to TC Digital from time to time in an aggregate amount equal to $8,000 with a maturity date of December 31, 2010 and an interest rate of 12%. Any transaction resulting in the sale of more than 50% of TC Digital’s membership interests or in the sale of all or substantially all of TC Digital’s assets occurring while there is no debt owed from TC Digital to 4Kids Digital under the loan and line of credit or occurring prior to August 31, 2009 requires the consent of members of TC Digital holding two-thirds of its membership interests (as opposed to a majority of its membership interests). As of June 30, 2007, no royalties had been paid under this agreement.

 

°

Chaotic Merchandise License Agreement – On December 11, 2006, 4Kids Licensing, CUSA and TC Digital entered into a merchandise licensing agreement pursuant to which 4Kids Licensing and CUSA granted TC Digital exclusive rights to manufacture, produce and license “Chaotic” trading cards and related accessories through December 31, 2016. Under the terms of the agreement, TC Digital is obligated to pay a royalty on trading cards and all related accessories equal to (i) 4% of net sales to 4Kids Licensing while any amounts are outstanding to 4Kids Digital under the loan agreement or line of credit agreement or (ii) 8% of net sales of such cards and accessories, 53% of which will be paid to 4Kids Licensing and 47% of which will be paid to CUSA. As of June 30, 2007, no royalties had been paid under this agreement.

 

°

Operating Agreement of TC Websites LLC – On December 11, 2006, 4Kids Websites entered into an operating agreement with CUSA for TC Websites. Under the terms of the agreement, TC Websites is obligated to pay fees to: (i) 4Kids Websites equal to 3% of gross revenues of TC Websites with a minimum fee of $100 and a maximum fee of $200 per year for management services; (ii) Gannon equal to $100 for services as a senior executive; and (iii) Milito equal to $100 for services as a senior executive. Each member of TC Websites is obligated to make capital contributions on a pro-rata basis to the extent determined by its Management Committee, which is controlled by CUSA with respect to operational matters, to be necessary to fund the operation of the Website. Any transaction resulting in the sale of more than 50% of TC Websites’ membership interests or in the sale of all or substantially all of TC Digital’s assets requires the consent of members of TC Websites holding two-thirds of its membership interests (as opposed to a majority of its membership interests).

 

°

Website Agreement – On December 11, 2006, TC Digital and TC Websites entered into a website agreement pursuant to which TC Websites agrees to operate and maintain the website through December 31, 2031, which will upload codes relating to the “Chaotic” trading card game and store the corresponding information. In consideration for the services provided, TC Digital will pay TC Websites a fee of 1.5% of net sales of “Chaotic” trading cards. As of June 30, 2007, no royalties had been paid under this agreement.

 

°

Right of First Negotiation Agreement On December 11, 2006, the Company entered into a letter agreement with TC Digital providing TC Digital with a right of first negotiation for the license of trading card rights represented by the Company as merchandise licensing agent for any third party property and for any property developed and wholly owned by the Company, through December 31, 2009, subject to the terms of the Company’s obligations to third parties and to other limitations. If the Company and TC Digital are unable to reach an agreement with respect to trading card rights within a specified period, the Company will be free to license such trading card rights to third parties on terms no less favorable to the Company as the last offer made to TC Digital during such negotiations.

 

8. COMMITMENTS AND CONTINGENCIES

 

 

a.

4Kids TV Broadcast Agreement - In January 2002, the Company entered into a multi-year agreement with Fox to lease Fox’s Saturday morning programming block which airs principally on Saturday mornings from 8am to 12pm eastern/pacific time (7am to 11am central time) (“4Kids TV”). The Company provides substantially all programming content to be broadcast on 4Kids TV and retains all of the revenue from network advertising sales for the four-hour time period. 4Kids Ad Sales manages and accounts for the ad revenue and costs associated with 4Kids TV.

 

13

 


In March 2006, the multi-year agreement was extended for two broadcast years through the 2007-2008 broadcast season. As of June 30, 2007, no amounts remain to be paid for the 2006-2007 broadcast season under the amended agreement. The time-buy fee for each of the 2006-2007 and 2007-2008 broadcast seasons is $20,000 as compared to the $25,312 paid for each broadcast year during the initial term of the multi-year agreement. The fee is payable in quarterly installments of $5,000 each year beginning in October 2006. The extended agreement also provides Fox with the option to further extend the agreement through the 2008-2009 broadcast season under the same terms and conditions by providing notice to the Company no later than August 31, 2007.

 

The costs of 4Kids TV is capitalized and amortized over each broadcast year based on estimated advertising revenue for the related broadcast year. The Company recorded amortization expenses of $3,825 and $8,244 for the three and six months ended June 30, 2007 and $4,874 and $9,682 for the three and six months ended June 30, 2006, respectively. During the six months ended June 30, 2007, the Company paid Fox and certain Fox affiliates $10,297 attributable to the fifth years’ broadcast fees, and during calendar year 2006, the Company paid Fox and certain Fox affiliates $7,058 and $5,491 attributable to the fourth and fifth years’ broadcast fees, respectively. All fees paid to Fox and certain Fox affiliates for the fourth and fifth years’ broadcast seasons were completely amortized as of June 30, 2007 and December 31, 2006.

 

In addition to the time-buy fee paid to Fox, the Company incurs additional costs to program the four-hour block and sell the related network advertising time. These costs include direct programming costs to acquire, adapt and deliver programming for the broadcast during the weekly four-hour block as well as additional indirect expenses of advertising sales, promotion and administration.

 

As of June 30, 2007, the minimum guaranteed payment obligations under the 4Kids TV Broadcast Agreement are as follows:

 

Year Ending

December 31,

 

Amount

 

2007

$

10,000

 

2008

 

15,000

 

Total

$

25,000

 

 

The Company’s ability to recover the cost of its fee payable to Fox will depend on the popularity of the television programs the Company broadcasts on 4Kids TV and the general market demand and pricing of advertising time for Saturday morning children’s broadcast television. The popularity of such programs impacts audience levels and the level of the network advertising rates that the Company can charge. Additionally, the success of the merchandise licensing programs and home video sales based on such television programs broadcast on 4Kids TV is dependent on consumer acceptance of such television programs. If the Company estimates that it will be unable to generate sufficient future revenue from advertising sales, home video sales and merchandising licensing at levels to cover the cost of its contractual obligation to Fox, the Company would record a charge to earnings to reflect an expected loss on the Fox agreement in the period in which the factors negatively affecting the recoverability of the fee payable become known. The Company will be required to make certain assumptions and estimates about future events such as advertising rates and audience viewing levels in evaluating its ability to recover the cost of the 4Kids TV fee. Such estimates and assumptions are subject to market forces and factors beyond the control of the Company and are inherently subject to change. There can be no assurance that the Company will be able to recover the full cost of the 4Kids TV fee and in the event it cannot, it would record the resulting charge to earnings to reflect an expected loss on the 4Kids TV fee, which could be significant.

 

 

b.

Contractual Arrangements - During the normal course of business, the Company may enter into various agreements with third parties to license, acquire, distribute, broadcast, develop and/or promote properties. The terms of these agreements will vary based on the services and/or properties included within the agreement, as well as the other terms and conditions set forth therein.

 

9. MINORITY INTEREST

 

On December 11, 2006, 4Kids Digital and CUSA LLC entered into the TCD Agreement. 4Kids Digital holds 53% of the membership interests of TC Digital. Pursuant to the provisions of the TCD Agreement, 4Kids Digital and CUSA LLC are

 

14

 


each entitled to elect two managers to TC Digital’s Management Committee with 4Kids Digital having the right to break any dead-lock.

Minority interest of membership units in TC Digital represents the minority members’ proportionate share of the equity in the entity. Income is allocated to the membership units minority interest based on the ownership percentage throughout the year. As of June 30, 2007, the minority member held 47% of the common units of the entity. For the three and six months ended June 30, 2007, 4Kids Digital absorbed the entire loss associated with the operations of TC Digital, as noted below. Future profits of TC Digital will not be allocated to the minority member until such time that 4Kids Digital has recouped all losses incurred to date from the operations of TC Digital. The following table summarizes the membership units minority interest loss:

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

 

 

2007

 

2006

 

2007

 

2006

 

TC Digital net loss before common units minority interest

$

(1,125

)

$

 

$

(1,683

)

$

 

Minority interest percentage

 

47

%

 

%

 

47

%

 

%

Minority interest loss allocation

 

(529

)

 

 

 

(791

)

 

 

Less: Minority interest allocation related to discontinued operations

 

 

 

 

 

 

 

 

Total allocation of minority interest loss to continuing operations

 

(529

)

 

 

 

(791

)

 

 

Less: Minority member capital contribution

 

 

 

 

 

 

 

 

Loss in excess of minority interest absorbed by 4Kids Digital

$

(529

)

$

 

$

(791

)

$

 

 

10.  INVESTMENT IN UNCONSOLIDATED AFFILIATE

 

On December 11, 2006, 4Kids Websites purchased a 50% membership interest in TC Websites from CUSA for approximately $3,200. 4Kids Websites uses the equity method to account for the investment in an unconsolidated affiliate where it does not have control, but has significant influence. Under the terms of the TCW Agreement, 4Kids Websites and CUSA are each entitled to elect two managers to TC Websites’ Management Committee, with 4Kids Websites having the right to break any dead-lock relating to branding issues and CUSA having the right to break any dead-lock relating to operational matters. Generally, the investment in unconsolidated affiliate on the Company’s consolidated balance sheets equals the Company’s proportionate share of equity reported by the unconsolidated affiliate. The investment is assessed for possible impairment when events indicate that the fair value of the investment may be below the Company’s carrying value. For the three and six months ended June 30, 2007, the Company recorded $67 ($120 less a tax benefit of $53) and $118 ($213 less a tax benefit of $95), respectively, of equity losses related to the investment, which was included in the determination of net loss. The Company recognized no equity losses related to the investment for the same periods in 2006. The following is a summary of the financial information for the Company’s unconsolidated affiliate, TC Websites:

 

 

Balance Sheet Data:

 

June 30, 2007

 

December 31, 2006

 

Total assets

 

$

3,009

 

$

1,200

 

Total liabilities

 

 

258

 

 

44

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

Income Statement Data:

 

2007

 

2006

 

2007

 

2006

Net revenues

 

$

 

$

 

$

 

$

Net loss

 

 

(242

)

 

 

 

(427

)

 

 

11. DISCONTINUED OPERATION

 

In June 2006, the Company announced that the business of its media buying subsidiary, Summit Media, would be terminated effective June 30, 2006. The results of operations for Summit Media are reported as a discontinued operation for the three and six months ended June 30, 2007 and 2006, and accordingly, the accompanying consolidated financial statements have been reclassified separately to report the assets, liabilities and operating results of this business.

 

 

15

 


The following are the summarized results of discontinued operations for the media buying business:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Net Revenues

 

$

 

$

2,308

 

$

 

$

2,850

 

Income before income taxes

 

 

 

 

1,322

 

 

 

 

1,160

 

Income taxes

 

 

 

 

666

 

 

 

 

584

 

Net income from discontinued operations

 

$

 

$

656

 

$

 

$

576

 

 

 

Under the terms of the Settlement Agreement entered into by Summit Media with The Beacon Media Group LLC (“Beacon”), Sheldon Hirsch, Tom Horner and Paul Caldera (the “Beacon Defendants”) on June 19, 2006, relating to the lawsuit filed by Summit Media in Supreme Court, New York County against Beacon and the Beacon Defendants, Summit Media will receive $2,000, in regularly scheduled payments through 2010, in exchange for Summit Media’s discontinuation of the lawsuit. The Company has included approximately $1,800 in net revenues for the year ended December 31, 2006, relating to this agreement. Through June 30, 2007, the Company had received $500 of the scheduled payments related to the lawsuit.

 

The major classes of assets and liabilities of the discontinued operation in the balance sheet are as follows:

 

 

 

June 30,

 

December 31,

 

 

2007

 

2006

Accounts receivable

 

$

 

$

24

Prepaid expense and other current assets

 

 

372

 

 

302

Current assets from discontinued operations

 

 

372

 

 

326

 

 

 

 

 

 

 

Accounts receivable – noncurrent

 

 

926

 

 

1,333

 

 

 

 

 

 

 

Noncurrent assets from discontinued operations

 

 

926

 

 

1,333

 

 

 

 

 

 

 

Media payable

 

 

 

 

Accounts payable and accrued expenses

 

 

20

 

 

20

Current liabilities from discontinued operations

 

$

20

 

$

20

 

12. SEGMENT AND RELATED INFORMATION

 

The Company applies SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. The Company has four reportable segments: (i) Licensing; (ii) Advertising Media and Broadcast; (iii) Television and Film Production/Distribution; and (iv) Trading Card and Game Distribution. The Company’s reportable segments are strategic business units, which, while managed separately, work together as a vertically integrated entertainment company. The Company’s management regularly evaluates the performance of each segment based on its net revenues, profit and loss after all expenses, including amortized film and television costs and the 4Kids TV broadcast fee and interest income.

 

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company’s Television and Film Production/Distribution segment records inter-segment revenues and the Company’s Advertising Media and Broadcast segment records inter-segment charges related to the estimated acquisition costs of episodic television series for broadcast. In the opinion of management, such acquisition costs represent the estimated fair value which would have been incurred in a transaction between unaffiliated third parties on an arms length basis. All inter-segment transactions have been eliminated in consolidation.

 

 

 

 

 

 

16

 


 

 

 

Licensing

 

Advertising Media and Broadcast

 

TV and Film Production/ Distribution

 

Trading Card and Game Distribution

 

Total

 

Three Months Ended June 30,
2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues from external customers

 

$

4,118

 

$

3,304

 

$

4,587

 

$

 

$

12,009

 

Amortization of television and film costs

 

 

 

 

 

 

1,444

 

 

 

 

1,444

 

Amortization of 4Kids TV broadcast fee

 

 

 

 

3,825

 

 

 

 

 

 

3,825

 

Segment profit (loss)

 

 

350

 

 

(2,772

)

 

85

 

 

(1,407

)

 

(3,744

)

Interest income

 

 

1,405

 

 

18

 

 

57

 

 

 

 

1,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues from external customers

 

$

7,024

 

$

3,429

 

$

6,219

 

$

 

$

16,672

 

Amortization of television and film costs

 

 

 

 

 

 

1,371

 

 

 

 

1,371

 

Amortization of 4Kids TV broadcast fee

 

 

 

 

4,874

 

 

 

 

 

 

4,874

 

Segment profit (loss)

 

 

1,026

 

 

(3,349

)

 

319

 

 

 

 

(2,004

)

Interest income

 

 

1,009

 

 

 

 

 

 

 

 

1,009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months Ended June 30,
2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues from external customers

 

$

12,049

 

$

6,718

 

$

8,173

 

$

 

$

26,940

 

Amortization of television and film costs

 

 

 

 

 

 

3,131

 

 

 

 

3,131

 

Amortization of 4Kids TV broadcast fee

 

 

 

 

8,244

 

 

 

 

 

 

8,244

 

Segment profit (loss)

 

 

4,568

 

 

(6,133

)

 

(813

)

 

(2,197

)

 

(4,575

)

Interest income

 

 

2,438

 

 

36

 

 

93

 

 

 

 

2,567

 

Segment assets

 

 

132,302

 

 

5,506

 

 

27,919

 

 

6,630

 

 

172,357

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues from external customers

 

$

16,531

 

$

7,037

 

$

12,357

 

$

 

$

35,925

 

Amortization of television and film costs

 

 

 

 

 

 

3,017

 

 

 

 

3,017

 

Amortization of 4Kids TV broadcast fee

 

 

 

 

9,682

 

 

 

 

 

 

9,682

 

Segment profit (loss)

 

 

6,308

 

 

(10,995

)

 

5,216

 

 

 

 

529

 

Interest income

 

 

1,891

 

 

5

 

 

 

 

 

 

1,896

 

Segments assets

 

 

138,120

 

 

10,539

 

 

29,195

 

 

 

 

177,854

 

 

Net revenues from external customers and segment profit from discontinued operations have been excluded from the Advertising, Media and Broadcast segment and are disclosed in Note 11. Conversely, discontinued operations relating to segment assets have been included in segment reporting.

 

Additionally, through the Company’s London office and network of international subagents, which allow it to license its Properties throughout the world, the Company recognized net merchandise licensing revenues from international sources, primarily in Europe, of $1,714 and $4,185 for the three and six months ended June 30, 2007, respectively, and $2,460 and $5,177 for the three and six months ended June 30, 2006, respectively. As of June 30, 2007 and 2006, net assets of the Company’s London office were $7,235 and $7,387, respectively.

 

******

 

17

 


 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In thousands of dollars unless otherwise specified)

 

Overview

 

The Company’s operating results for the three and six months ended June 30, 2007 reflect an overall decrease in licensing revenues, production service revenues, and domestic broadcast sales from the Properties as compared to the three and six months ended June 30, 2006. The decrease in the licensing segment resulted primarily from reduced revenue on the “Yu-Gi-Oh!” Property worldwide and an overall reduction in licensing internationally. The decrease in production service revenue is primarily attributable to the decline in the production of the “Teenage Mutant Ninja Turtles”, Pokémon” and “One Piece” television series, partially offset by increased production service revenue on the “Chaotic” television series. The results for the three and six months ended June 30, 2007 were also negatively impacted by increased selling, general and administrative expenses associated with the operations of the business, including the newly formed Trading Card and Game Distribution segment, partially offset by decreased production service costs related to television and film costs.

 

General

 

The Company receives revenues from the following three of its business segments: (i) Licensing; (ii) Advertising, Media and Broadcasting; and (iii) Television and Film Production/Distribution, and expects to receive revenue in the future from the Trading Card and Game Distribution business segment. The Company typically derives a substantial portion of its licensing revenues from a small number of Properties, which usually generate revenues for only a limited period of time. The Company’s revenues are highly subject to changing trends in the toy, game and entertainment businesses, potentially causing dramatic increases and decreases from year to year due to the popularity of particular Properties. It is not possible to accurately predict the length of time a property will be commercially successful and/or if a property will be commercially successful at all. Popularity of properties can vary from months to years. As a result, the Company’s revenues from particular Properties may fluctuate significantly between comparable periods.

 

The Company’s licensing revenues have historically been derived primarily from the licensing of toy and game concepts. As a result, a substantial portion of the Company’s revenues and net income are subject to the seasonal variations of the toy and game industry. Typically, a majority of toy orders are shipped in the third and fourth calendar quarters resulting in increased royalties earned by the Company during such calendar quarters. The Company recognizes revenue from the sale of advertising time on 4Kids TV as more fully described in Note 2 of the Company’s consolidated financial statements. The Company’s advertising sales subsidiary, 4Kids Ad Sales, sells advertising time on 4Kids TV at higher rates in the fourth quarter due to the increased demand for commercial time by children’s advertisers during the holiday season. As a result, much of the revenues of 4Kids Ad Sales are earned in the fourth quarter when the majority of toy and video game advertising occurs. As a result of the foregoing, the Company has historically experienced greater revenues during the second half of the year than during the first half of the year.

 

The Company’s media buying subsidiary, Summit Media, which previously provided print and broadcast media planning and buying services for clients principally in the children’s toy and game business, terminated its operations effective June 30, 2006. In connection with the closing of Summit Media, the media buying operations have been classified as a discontinued operation. As further discussed in Note 11 of the Company’s consolidated financial statements, the consolidated financial statements have been reclassified to accommodate the reporting of this business as a discontinued operation.

 

Critical Accounting Policies

 

The Company’s accounting policies are fully described in Note 2 of the Notes to the Company’s consolidated financial statements. Below is a summary of the critical accounting policies, among others, that management believes involve significant judgments and estimates used in the preparation of its consolidated financial statements.

 

Accounting for Film and Television Costs -  In accordance with accounting principles generally accepted in the United States and industry practice, the Company amortizes the costs of production for film and television programming using the individual-film-forecast method under which such costs are amortized for each film or television program in the ratio that revenue earned in the current period for such title bears to management’s estimate of the total revenues to be realized from all media and markets for such title. All exploitation costs, including advertising and marketing costs, are expensed as incurred.

 

18

 


 

Management regularly reviews, and revises when necessary, its total revenue estimates on a title-by-title basis, which may result in a change in the rate of amortization and/or a write-down of the film or television asset to estimated fair value. The Company determines the estimated fair value for individual film and television Properties based on the estimated future ultimate revenues and costs in accordance with American Institute of Certified Public Accountants, Statement of Position No. 00-2, Accounting by Producers and Distributors of Film (“SOP No. 00-2”).

 

Any revisions to ultimate revenues can result in significant quarter-to-quarter and year-to-year fluctuations in film and television write-downs and amortization. A typical film or television series recognizes a substantial portion of its ultimate revenues within the first three years of release. By then, the film or television series has been exploited in the domestic and international television (network and cable) and home video markets. In addition, a significant portion of licensing revenues associated with the film or television series will have been realized. A similar portion of the film’s or television series’ capitalized costs should be expected to be amortized accordingly, assuming the film or television series is profitable.

 

The commercial potential of individual films and television programming varies dramatically, and is not directly correlated with production or acquisition costs. Therefore, it is difficult to predict or project the impact that individual films or television programming will have on the Company’s results of operations. However, the likelihood that the Company will report losses, particularly in the year of a television series initial release, is increased as the applicable accounting literature requires the immediate recognition of all of the production or acquisition costs (through increased amortization) in instances where it is estimated that the ultimate revenues of a film or television series will not recover those costs. Conversely, the profit from a film or television series must be deferred and recognized over the entire revenue stream generated by that film or television series. As a result, significant fluctuations in reported income or loss can occur, particularly on a quarterly basis, depending on release schedules and broadcast dates, the timing of advertising campaigns and the relative performance of individual film or television series.

 

Other Estimates -   The Company estimates reserves for future returns of product in the home video markets as well as provisions for uncollectible receivables. In determining the estimate of home video product sales that will be returned, the Company performs an analysis that considers historical returns, changes in customer demand and current economic trends. Based on this information, a percentage of each sale is reserved provided that the customer has the right to return unsold home video inventory. The Company estimates the amount of uncollectible receivables for licensing and advertising by monitoring delinquent accounts and estimating a reserve based on contractual terms and other customer specific issues.

 

Revenue Recognition - The Company’s revenue recognition policies for its four business segments are appropriate to the circumstances of each segment’s business. See Note 2 of the Notes to the Company’s consolidated financial statements for a discussion of these revenue recognition policies.

 

4Kids TV Broadcast Agreement - The Company broadcasts certain of its Properties on 4Kids TV, the Saturday morning programming block that the Company leases from Fox. The cost of 4Kids TV has been and will continue to be capitalized and amortized over each broadcast year based on estimated advertising revenue. In developing future estimated revenues, the Company has made certain assumptions with regard to the anticipated popularity of the television series that the Company broadcasts on 4Kids TV and the general market demand and pricing of advertising time for Saturday morning children’s broadcast television. The popularity of such series impacts audience levels and the level of the network advertising rates that the Company can charge. These estimates are based on historical trends, as well as the Company’s subjective judgment of future customer demand and acceptance of its television programming. Differences may result in the amount and timing of revenue for any period if actual performance varies from the Company’s estimates. See Note 8 of the Notes to the Company’s consolidated financial statements for additional information.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company continually evaluates the policies and estimates that it uses to prepare its consolidated financial statements. In general, management’s estimates and assumptions are based on historical experience, known trends or events, information from third-party professionals and other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

 

19

 


Recently Issued Accounting Pronouncements Accounting for Uncertainty in Income Taxes - In June 2006, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards (“SFAS”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), an interpretation of SFAS No. 109 Accounting for Income Taxes (“SFAS No. 109”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109. FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on the derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The adoption of FIN 48 is effective for the period beginning January 1, 2007. The adoption of this interpretation did not have a material effect on the Company’s consolidated financial position or results of operations.

Fair Value Measurements – In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement (“SFAS 157”). SFAS 157 defines “fair value”, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact the adoption of SFAS 157 will have on its consolidated financial position and results of operations.

 

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB No. 108”). This bulletin expresses the SEC’s views regarding the process of quantifying financial statement misstatements. The interpretations in this bulletin were issued to address diversity in practice in quantifying financial statement misstatements and the potential under current practice for the build up of improper amounts on the balance sheet. The Company adopted the provisions of SAB No. 108 as of December 31, 2006. The adoption had no impact on the Company’s consolidated financial position and results of operations.

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—An Amendment of FASB No. 87, 88, 106 and 132(R) (“SFAS 158”). SFAS 158 requires that the funded status of defined benefit postretirement plans be recognized on companies’ balance sheets and that changes in the funded status be reflected in comprehensive income, effective for fiscal years ending after December 15, 2006. SFAS 158 also requires companies to measure the funded status of each such plan as of the date of its fiscal year-end, effective for fiscal years ending after December 15, 2008. Since the Company does not currently have a defined benefit postretirement plan, the adoption of SFAS 158 did not have any impact on its consolidated financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, (“SFAS 159”). SFAS 159 provides companies with an option to report selected financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact the adoption of SFAS 159 will have on its consolidated financial position and results of operations.

 

 

 

 

 

 

 

 

 

 

 

 

20

 


 

 

Results of Operations

 

The following table sets forth our results of operations expressed as a percentage of total net revenues for the three and six months ended June 30, 2007 and 2006:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Net revenues

 

 

100

%

 

100

%

 

100

%

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

84

%

 

62

%

 

71

%

 

52

%

Production service costs

 

 

15

%

 

19

%

 

13

%

 

17

%

Amortization of television and film costs

 

 

12

%

 

8

%

 

12

%

 

8

%

Amortization of 4Kids TV broadcast fee

 

 

32

%

 

29

%

 

31

%

 

27

%

Total costs and expenses

 

 

143

%

 

118

%

 

127

%

 

104

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(43

%)

 

(18

%)

 

(27

%)

 

(4

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

12

%

 

6

%

 

10

%

 

5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

 

(31

%)

 

(12

%)

 

(17

%)

 

1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit from income taxes

 

 

(13

%)

 

(8

%)

 

(8

%)

 

(2

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from unconsolidated operations –

 

 

 

 

 

 

 

 

 

 

 

 

 

net of a tax benefit

 

 

%

 

%

 

%

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

 

(18

%)

 

(4

%)

 

(9

%)

 

3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 

%

 

4

%

 

%

 

1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

 

(18

%)

 

%

 

(9

%)

 

4

%

 

Three and six months ended June 30, 2007 as compared to three and six months ended June 30, 2006.

 

Continuing Operations

 

Revenues

 

Revenues by reportable segment and for the Company as a whole were as follows:

 

For the three months ended June 30, 2007 and 2006

 

 

 

2007

 

2006

 

$ Change

 

% Change

 

Licensing

 

$

4,118

 

$

7,024

 

$

(2,906

)

(41

%

)

Advertising, Media and Broadcast

 

 

3,304

 

 

3,429

 

 

(125

)

(4

%

)

Television and Film Production/Distribution

 

 

4,587

 

 

6,219

 

 

(1,632

)

(26

%

)

Trading Card and Game Distribution

 

 

 

 

 

 

 

%

 

Total

 

$

12,009

 

$

16,672

 

$

(4,663

)

(28

%

)

 

For the six months ended June 30, 2007 and 2006

 

 

 

2007

 

2006

 

$ Change

 

% Change

 

Licensing

 

$

12,049

 

$

16,531

 

$

(4,482

)

(27

%

)

Advertising, Media and Broadcast

 

 

6,718

 

 

7,037

 

 

(319

)

(5

%

)

Television and Film Production/Distribution

 

 

8,173

 

 

12,357

 

 

(4,184

)

(34

%

)

Trading Card and Game Distribution

 

 

 

 

 

 

 

%

 

Total

 

$

26,940

 

$

35,925

 

$

(8,985

)

(25

%

)

 

 

21

 


 

The decrease in consolidated net revenues for the three and six months ended June 30, 2007, as compared to the same period in 2006, was due to a number of factors.

 

In the Licensing segment, decreased revenues for the three and six months ended June 30, 2007 were primarily attributable to:

 

(i)

reduced licensing revenues on the “Yu-Gi-Oh!” Property worldwide and the “Winx Club”, Pokémon” and “Teenage Mutant Ninja Turtles” Properties, internationally; partially offset by

(ii)

increased revenues attributable to the “Nintendo” and “Teenage Mutant Ninja Turtles” Properties, domestically.

The “Yu-Gi-Oh!”, “Teenage Mutant Ninja Turtles” and “Cabbage Patch Kids” Properties continue to be the largest contributors to the Company’s revenues in this business segment.

In the Advertising Media and Broadcast segment, decreased revenues for the three and six months ended June 30, 2007 as compared to the same period in 2006, resulted from reduced revenues from the sale of network advertising time on 4Kids TV caused by an overall decrease in the 4Kids TV ratings.

In the Television and Film Production/Distribution segment, the decreased revenue for the three and six months ended June 30, 2007, when compared to the same period in 2006, primarily resulted from:

(i)

decreased domestic production service revenue from the “Teenage Mutant Ninja Turtles”, “Pokémon” and “One Piece” television series; and

(ii)

decreased broadcast sales from the “Pokémon” television series domestically and the “Yu-Gi-Oh!” television series internationally; partially offset by

(iii)

increased domestic production service revenue from the “Chaotic” television series.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased 1%, or $109, to $10,176 for the three months ended June 30, 2007, when compared to the same period in 2006. The decrease was primarily attributable to:

(i)

decreased personnel related and software costs of approximately $1,600 and $500, respectively; offset by

(ii)

increased costs of approximately $1,100 related to the operations of the Company’s newly formed joint venture, TC Digital; as well as

(iii)

increased bad debt expense and website costs of approximately $600 and $300, respectively.

Selling, general and administrative expenses increased 3%, or $577, to $19,139 for the six months ended June 30, 2007, when compared to the same period in 2006. The increase was primarily attributable to:

(i)

increased costs of approximately $1,600 related to the operations of the Company’s newly formed joint venture, TC Digital, as well as

(ii)

increased website costs of approximately $500, bad debt expense of $300, advertising and marketing costs of $200, various state taxes of $200, and rent expense of $100; partially offset by

(iii)

decreased personnel related and software costs of approximately $2,000 and $600, respectively.

Production Service and Capitalized Film Costs

 

Production service and capitalized film costs were as follows:

 

For the three months ended June 30, 2007 and 2006

 

 

 

 

 

 

 

 

 

2007

 

2006

 

$ Change

 

% Change

 

Production Service Costs

 

$

1,788

 

$

3,155

 

$

(1,367

)

(43

%

)

Amortization of Television and Film Costs

 

 

1,444

 

 

1,371

 

 

73

 

5

%

 

 

22

 


 

For the six months ended June 30, 2007 and 2006

 

 

 

 

 

 

 

 

 

2007

 

2006

 

$ Change

 

% Change

 

Production Service Costs

 

$

3,568

 

$

6,031

 

$

(2,463

)

(41

%

)

Amortization of Television and Film Costs

 

 

3,131

 

 

3,017

 

 

114

 

4

%

 

 

The decrease in production service costs during the three and six months ended June 30, 2007, as compared to the same period in 2006, was primarily due to decreased production costs for the “Pokémon”, “One Piece” and “Teenage Mutant Ninja Turtles” television series, partially offset by increased production costs for the work performed on the “Chaotic” television series. When the Company is entitled to be paid for such production costs, the Company categorizes them as production service costs and reflects a corresponding amount in revenue for the amount billed back to the property owners.

 

Amortization of television and film costs remained consistent for the three and six months ended June 30, 2007 when compared to the same period in 2006.

 

As of June 30, 2007, there was $15,279 of capitalized film production costs recorded in the Company’s consolidated balance sheet relating primarily to various stages of production on 292 episodes of animated programming. Based on management’s ultimate revenue estimates as of June 30, 2007, approximately 51% of the total completed and unamortized film and television costs are expected to be amortized during the next year, and over 90% of the total completed and unamortized film and television costs are expected to be amortized during the next three years.

 

4Kids TV Broadcast Fee

 

For the three months ended June 30, 2007 and 2006

 

 

 

 

 

 

 

 

 

2007

 

2006

 

$ Change

 

% Change

 

Amortization of 4Kids TV Broadcast Fee

 

$

3,825

 

$

4,874

 

$

(1,049

)

(22

%

)

 

For the six months ended June 30, 2007 and 2006

 

 

 

 

 

 

 

 

 

2007

 

2006

 

$ Change

 

% Change

 

Amortization of 4Kids TV Broadcast Fee

 

$

8,244

 

$

9,682

 

$

(1,438

)

(15

%

)

 

 

As a result of the broadcast year (ending each year in September) being different than the Company’s fiscal year (ending each year in December), the amount of the amortization of the broadcast fee recognized from period to period will vary based upon: (i) the amount of advertising revenue recognized during the period; and (ii) the amount of advertising revenue already recognized for the broadcast year as a percentage of the total amount expected to be recognized for the full broadcast year. The decrease in amortization relates to the decreased fee for the 2006-2007 broadcast season, as well as lower advertising revenues recognized by the Company for the three and six months ended June 30, 2007, as compared to the same period in 2006.

 

In addition to advertising revenues, the operating costs of 4Kids Ad Sales and the amortization of the 4Kids TV broadcast fee, the overall impact of 4Kids TV on the Company’s results of operations includes:

 

(i)

revenues generated from merchandise licensing, home videos and music publishing of 4Kids TV Properties; and

(ii)

production and acquisition costs associated with the television programs broadcast on 4Kids TV

 

The ability of the Company to further develop its merchandising and, to a lesser extent, home video and music publishing revenue streams were significant components of its evaluation process which resulted in the initial decision to lease the 4Kids TV Saturday morning programming block and to extend the lease through the 2007-2008 broadcast season.

 

Interest Income

 

Interest income increased 47%, or $471, to $1,480 and 35%, or $671, to $2,567 for the three and six months ended June 30, 2007, respectively, as compared to the same periods in 2006, primarily as a result of the increasing interest rate environment.

 

 

23

 


 

Income Tax Benefit

 

The Company recorded a benefit from income taxes of $1,598 and $2,275 for the three and six months ended June 30, 2007, respectively, as compared to a benefit of $1,382 and $477 for the same periods in 2006, respectively. The Company’s effective tax rate was a benefit from income taxes of 50% and 90% for the six months ended 2007 and 2006, respectively.

 

Net (Loss) Income

 

As a result of the above, the Company had a net loss for the three and six months ended June 30, 2007, of $2,213 and $2,418, respectively, compared to net income of $34 and $1,582 for the same periods in 2006, respectively.

 

Discontinued Operations

 

Effective June 30, 2006, the Company’s wholly-owned subsidiary, The Summit Media Group, Inc. (“Summit Media”), which previously provided print and broadcast media planning and buying services for clients principally in the children’s toy and game business, terminated its operations. The Company has reallocated capital previously devoted to Summit Media to other business initiatives. As a consequence of the termination of its operations, Summit Media no longer serves as a media buying agency for third parties.

 

The results of operations for Summit Media are reported as a discontinued operation for the three and six months ended June 30, 2007, and accordingly, the accompanying consolidated financial statements have been reclassified separately to report the assets, liabilities and operating results of this business.

 

The following are the summarized results of discontinued operations for the media buying business:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Net revenues

 

$

 

$

2,308

 

$