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THE ENTIRE 8K IS AT THE END OF THIS POST. I hope everything came out. If not this entire 8k WAS posted on Raging Bull's Board. Jakk Gained a lot here/ Besides distribution channels it would take years to develop , 89 million in sales,it converts a company that was profitable in Pentech except for the debt into a profitable company which debt was absorded by Jakk. Jakk and Pentech have no debt except a minor loan to Jakk President which is a stick of Mr Friedman instead of taking this in salary/ The FACT IS THAT JAKK WAS CASH HEAVY. IT HAD A LOT OF RETAINED EARNINGS FROM PRIOR YEARS SITTING READY FOR AN INVESTMENT. SO WALL STREET HAS TO CONSIDER WOULD IT HAVE BEEN BETTER FOR THIS CASH TO BE SITTING IDLE OR GETTING A COMPANY PENTECH WHICH WILL EXPAND ITs' ABILITY TO MARKET AND SELL THROUGH-OUT THE WORLD. PENTECH DOES HAVE THAT MANUFACURING PLANT IN CHINA. This alone is worth a fortune in not only the plant and equipment that are set up , but the contacts in place to expand the plant to product lines of Jakk/Pentech in China or not. This move was planned in a 8k in August. So the stock with Pentech assets have changed to slightly less value for the assets ,but most if not all of them are in Manufacturing, not siting idle in cash. The assest in cash are now earning assets. Analysts are projecting earnings at 2.00 a share for 2001. The fact is this may or may not be correct for 2001 as it may come in slightly more or less. Jakk is building. E.g how quickly will it get its product line into Pentech distribution catelog and what product mixes work best are yet to be tested. The amount and ways to market these two products are two numberous to mention here, but the obvious place to start is market Jakks games and toy in school catelogs, and work out deals with say schools to sell toys e.g. in their GO stores. These can be Promotional Items for fund raising for schools etc. I think you all should get the idea here of much greater profits down the road. The thing I LIKE THE MOST AND IS A REAL KEY IS THAT JAKK AND PENTECH CAN GET ASIA TECHNOLOGY CHEAPER AND EASIER THAN US. TECHNOLOGY SO THAT THERE WILL BE NO MORE CHIP PROBLEMS FOR JAKK IN MAKING NEW TOYS/ ,keeping up with demand. THE IDEA WITH OFFICE DEPOT IS ALSO KIND OF CUTE TOO. EVERY TIME I GO INTO office Depot I see novelty items that don't move that are placed on someone's desk. Movement shows time moving and Executives like moving objects as it reflects time moving foward. This might be a action toy that move up and down. The same is true of Jakk per action and the right moves.Pentect moves Jakk into school and office
supplies. This was a great move for the future of Jakk, and Pentech will benefit as well. The 8k call this an aquistion by Jakk according to the Sec statement that follows. I think things are going to pop with this stock some 2 years out. I thing their earning will not be as aggressive short term as they were in the past , near term , to aborb Pentech, ,but this move requrires an absorbing of two companies whose product lines complement each other. Jakk statement in it earning regarding chip supplies as a former US producer are solved with their Asia contacts which bring up a very important point and that is a technology get better so will Jakk and Pentech. These two companies can adapt to technology changing and Jakk is the more aggressive of two here in this way as they are looking always for new technology to create different action interactive games, and action toys. The point is that if as technology increases the companies that rely on the products that use the technology will survive ,but certain companies will die out if they make xerox copiers e.g or outdated technology . Toys and games will be around or the next 2,000 years as this is the way children and some adults learn. As to writing implements ,i.e Pentech, their sales will continue especially in Asia where the demand will be exponential .
' In this year of 2000 both Gore and Bush are talking about having students and teachers accountable . Even the most wealthy still sent their children off to school with pencils and pens, today. Education will not be with voice actived computers for another 100 or so years in this country, let alone the rest of the world, such as underdeveloped countries of Asia, Africa, and the middle East,India etc, and S.A. To quote the Chairman of the Republic of China he called "the United State a county with a lot of Toys,". and implied that China is not afraid of toys. The stock today would be undervalued at 10 times earnings.Why? If you examine the past 6 year history of Jakk it has absorbed many companies and turned them into higher growth rates. Jakk is experienced at doing this, which you can find in prior Sec statements. The point is the experience in take overs.

Jakk will be a $50 stock with Pentech Purchase. SEE SEC 8K. It'S key is is getting an extra, 2 million profit, all kinds plentitude of extras like lowering cost of sales by manufacuring in China , getting chips in Asia,International distribution channel for their existing product line , and the ability to come up with new products for their international lines of office and school products AND COMBININATION OF THESE OFFICE SUPPLIES AND SCHOOL SUPPLIES WITH , toys or games for a International Market. Not only are the possibilities for profit endless with this purchase ,but so is Jakk ability to solve problems with inept US Chip Marker for their toys as they will have they NOW HAVE IN PLACE THE ABILITY TO MANUFACTURE OUTSIDE OF THE US. THE KEY AND THE ACCOMPLISHED FACT ARE IN PLACE WITH THIS PURCHASE. JAKK BUYS PENTECH FOR 30 MILLION JAKK NOW IS NOT ONLY A TOY COMPANY THAT SELL GAMES BUT IS IN BOTH OFFICE SUPPLIES AS WELL AS SCHOOL SUPPLIES. IT FUTHER GAIN ACCESS TO MANUFACTURING FACILITIES IN CHINA. IT GET 69 MILLION IN SALES THAT If TRANSLATED , WITH PENTECH POOR MANAGEMENT FIGURES, PENTECH WOULD HAVE O ABOUT 2 MILLION IN PROFIT- AS JAKK CURRENTLY HAS ELIMINATED 10 MILLION IN DEBT OF PENTECH- WHICH CAME FROM THE 30 MILLION PAID SO THAT IN FACT 20 MILLION WAS PAID FOR PENTECH AND THEIR LONG TERM DEBT ELIMINATED. Unbelieveable advantages for Jakk is that they can now move action toys ,OFFICE SUPPLIES ,with school supplies , internationally. They gain unbeliveable distribution channels in one coup.They gain access to the office supply market and can provide adult toys in this market to sell in say Office Depot e.g. may action adult toys of Sammy Sosa, or Mark McGurire saying home run or swing a bat. The poSSilities are endless as toys and writing supplies especially school supplies complement each other in terms of marketing. Regarding SOLVING THEIR CHIP PROBLEM , THEY NOW HAVE AQUIRED MANUFACTURING FACILITIES IN CHINA THROUGH THE PENTECH PURCHASE. THEY CAN GET THE MISSING CHIPS IN THE ASIA MARKET THAT WASN'T SUPPLIED IN THE US. They now truly have international marketing throughout Europe and Asia with one stroke.( The idea of a Adult Toys is what the World Wide Wrestling Association EXPERIENCE OF JAKK is about.THAT IS , THEY HAVE EXPERIENCE IN MAKING AND ANALYSIS FOR MAKING ADULT WRESTLING TOYS )Now this idea can be extended per the interests of each individual area.It also opens up the listing on the Hong Kong exchange which will push the stock up, as TOY COMPANIES IN ASIA ARE VERY POPULAR AND NOT UNDERPRICED. )The aquiring of Pentech will not only expand toy and interactive games sales internationally ,but will level more out the SEASONAL earning curve.) If this move is handled correctly Jakk PURCHASE OF Pentech can be a JAKK 50 dollar stock in a year more or less. PENTECH WILL BE A SUB COMPANY NAME UNDER JAKK. THIS IS REALLY A PURCHASE BY JAKK OF PENTECH AND NOT A MERGER. THE STATE MENTS FINED ARE PRO FORMA UNDER JAKK AND STATE A PURCHASE IN THE 8K) Statistical Evaluation of Jakk from another Board before the buyout of Pentech- ( Pentech makes all kinds of writing instruments from pens to magic markers, to crayons, to fine accounting pens.etc. They aquire both complementary product lines and new product lines, and access into the office supply and adult toy market as retailed not only in Toys R Us but in Office Depot. They are both a office supply company and school supply company with truly international markets. Pentech has spent a lot of money in building a manufacturing plant in China. They have 3 or 4 other joint ventures . Jakk before this buy out was the 6 largest toy maker in the U.S. After this buyout of Pentech they have the marketing ability to be the largest toy supplier in Sales in the US if they wish to domicle here. They now have several options as where to locate their headquarters for their corporation. The possibilites with this buy out of Pentech is endless for Jakk in growing earnings,product line, and international distribution. At this point it seem GREAT. ALSO PENTECH IS EAST COAST HEADQUARTERED LOCATED AND HAS LINKS INTERNATIONALLY IN EUROPE AND JAKK HAS ITS MAIN OFFICES ON THE WEST COAST AND NOW HAS MANUFACTURING CAPABILITY IN CHINA. TALK ABOUT CONNECTING ALL OF THE DOTS. I CAN JUST SEE JAKK PRODUCING NOVALTY TALK AND WALKING ADULT TOYS THE RICH HONG KONG AND JAPAN MARKETS. IF JAKK HAS ITS TOES IN HONG KONG , THE NEXT STEP IS JAPAN , AND THE JAPANESE ARE TOY CRAZY. THEY BUY TOYS WE BUY POPCORN. OTHER BOARD NOTE FROM BEFORE THIS PENTECH SEC 8K ANNOUNCEMENT. OR THIS SHOULD BE CALLED THIS WAS JAKK. FOLLOWS "On October 9, 2000 JAKK started at 8 1/4, fell 14% to 7 1/8 and then rose back to its original starting point before lunchtime. That's a 30% swing in only a few hours. Some stocks don't have that kind of trading range in the course of an entire year. (Not lately though thanks to the evil day traders). Usually when a stock drops 14% in an hour it's because some earth shattering news is developing. Either the CEO is about to be arrested for stock fraud or he's run off with a topless dancer. But in this instance there was no news all day. Nevertheless, I bumped around the internet and my local Toys R Us and came up with some startling facts. For one, JAKK is apparantly an actual company. They really are situated along the Pacific Ocean in Malibu California and they really manufacture toys. "Toys" are miniature replicas of people or things that are played with by children. "Children" are miniature versions of adult human beings. They are similar to stock traders except their attention span is usually longer. JAKK made millions with its hugely popular line of WWF action figures. It used this money to buy half a dozen other toy companies and is now well diversified with lines that appeal to every toy consumer of any age and gender. They have toys for babies and toddlers, toys for adult collectors, and even toys for boys and girls. Rather than rest on their WWF laurels they have been aggressively courting liscencing agreements from all sorts of TV shows, Movies, Books, Video Games and other Pop Culture phenomena. Besides WWF they have major or minor agreements with Charlies Angels (the movie), Harry Potter, Road Champs, Powerpuff Girls, Schwinn, Elle Magazine, Extreme Sports, and dozens more. Additionally, they have developed Goooze and a line of G.I.R.L. dolls that is going head to head with the mighty Barbie. Now I'm not saying all these lines are going to be the next Pokemon. But it indicates to me that JAKK is aggressive, scrappy, and hungry to climb up the ladder to toy company superstardom. They appear to be halfway there. A recent eBay search I conducted for JAKK* yielded nearly 1,000 items for sale, compared to 5,000 for Hasbro and 7,000 for Mattel. By comparison, a similar search for Xilinx yielded only 1 hit, and it sells for 40 times earnings. There are two things I look for in a stock: quality and value. I know it's unfashionable right now to look at a stock's fundamentals or price before you trade, but I'm kind of silly that way. I define quality as such: The more good things you can say about a company compared with its competitors or the broader market, the better it is. The more things the market and the competition has over your stock, the worse it is. Going to, I find that JAKK beats the recreational products industry, the consumer cyclical sector AND the S&P 500 in 29 important categories: low P/E ratio, low P/S , low P/B, low P/ tangible Book, low P/ Cash Flow, High % institutional ownership, low dividend payout ratio, high 1Q sales growth, high 1 year sales growth, high 5 year sales growth, high EPS 1Q growth, high EPS 1 year growth, high EPS 5 year growth, high 5 year capital spending growth, high quick ratio, high current ratio, low LT debt/equity, low total debt/equity, high interest coverage, high pre-tax margin, high net profit margin, low tax rate, low 5 year tax rate, high return on assets, high 5 year return on assets, high return on investment, high 5 year return on investment, high revenue/employee, high net income/ employee. By my count, that's 29 good things you can say about JAKK where it trounces other toy companies, other consumer products companies AND the s&p 500 companies. By comparison, here are the categories where JAKK is weaker than all 3 levels of competition: low dividend yield, low 5 year dividend, low dividend growth rate, low EBITD margin. Assuming you care about dividends (those aren't fashionable these days either), that gives JAKK a record of 29 wins and 4 losses for a stunning .878 average. (Most companies scrape by around .250). Now many of these numbers are old data and I don't know what kind of bombshell 3Q earnings report is going to be released this month, but unless the CEO took off with all the money it's a fair bet to say JAKK is undervalued. And even if this did happen, JAKK could still reorganize and be hugely profitable faster than Red Hat or If the big news that recently sent the stock down over 60% is simply that sales of WWF figures has slowed then I'd say the selloff was overdone and quite unjustified. Obviously investors didn't believe the WWF phenomenon would continue indefinitely because JAKK's pe has been bumping around 10-15 all year while the S&P 500's pe has been in the high 30's. Now if JAKK's stock price had been pumped up by lofty expectations to a pe of 50, 80 or even 100, then I could see some cause for alarm that 3Q earnings might "only" be 20% higher than last year. By the way, I once calculated that if JAKK's 134% 5 year growth rate could continue indefinitely that the stock would be worth at least $1,500,000.00 per share within 10 years. If that does happen, I promise to buy each and every one of you a Power Puff Girl Activity Case." ( SEE SEC 8K FILING YESTERDAY AND NOT LISTED ON C.S.)




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 11, 2000 (July 28, 2000)

JAKKS PACIFIC, INC. (Exact name of registrant as specified in its charter)

Delaware 0-28104 95-4527222 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.)

22761 Pacific Coast Highway, Malibu, California 90265 (Address of principal executive offices ) (Zip Code)

Registrant's telephone number, including area code: (310) 456-7799




For a description of the Registrant's acquisition of Pentech International Inc. ("Pentech"), refer to Item 2 of the Registrant's Current Report on Form 8-K, filed on August 11, 2000, which Item 2 is incorporated in its entirety herein by this reference.


(a) Financial Statements of Businesses Acquired.

1. Pentech's consolidated financial statements as of September 30, 1999 and 1998 and for the three years ended September 30, 1999.

2. Pentech's condensed consolidated financial statements as of June 30, 2000 and September 30, 1999 and for the three and nine month periods ended June 30, 2000 and 1999 (unaudited). (b) Pro Forma Financial Information.

(c) Exhibits.

Number Description ------- ----------- 2.1 Agreement of Merger dated as of May 22, 2000 among JAKKS Pacific, Inc., JAKKS Acquisition II, Inc. and Pentech International Inc.(1)

2.2 First Amendment dated as of July 13, 2000 to Agreement of Merger(1)

2.3 Voting and Lock-Up Agreement dated May 22, 2000 among JAKKS Pacific, Inc. and certain stockholders of Pentech International Inc.(1)

10.1 Loan and Security Agreement dated as of January 13, 1997 among Pentech International Inc., certain subsidiaries thereof and Bank of America, N.A. (formerly BankAmerica Business Credit, Inc.)(2)

10.2 Waiver and First Amendment dated as of January 11, 1999 to Loan and Security Agreement(3)

10.3 Waiver, Consent and Second Amendment dated as of December 20, 1999 to Loan and Security Agreement(4)

10.4 Consent, Waiver and Third Amendment dated as of July 27, 2000 to Loan and Security Agreement(1)

23.1 Consent of Ernst & Young LLP(5) --------------------- (1) Previously filed

(2) Incorporated by reference to exhibit 10.7 of the Annual Report on Form 10-K of Pentech International Inc. for its fiscal year ended September 30, 1996

(3) Incorporated by reference to exhibit 10.5 of the Annual Report on Form 10-K of Pentech International Inc. for its fiscal year ended September 30, 1998

(4) Incorporated by reference to exhibit 10.6 of the Annual Report on Form 10-K of Pentech International Inc. for its fiscal year ended September 30, 1999

(5) Filed herewith

3 4


Page ---- Consolidated Financial Statements of Pentech and Subsidiaries (Audited)

Report of Independent Auditors.............................................. F-1 Consolidated Balance Sheets as of September 30, 1999 and 1998........................................................................ F-2 Consolidated Statements of Operations for the years ended September 30, 1999, 1998 and 1997 .............................. F-4 Consolidated Statements of Shareholders' Equity for the years ended September 30, 1999, 1998 and 1997........................... F-5 Consolidated Statements of Cash Flows for the years ended September 30, 1999, 1998 and 1997............................... F-6 Notes to Consolidated Financial Statements.................................. F-8

Condensed Consolidated Financial Statements of Pentech and Subsidiaries (Unaudited) Condensed Consolidated Balance Sheets as of June 30, 2000 and September 30, 1999................................................. F-26 Condensed Consolidated Statements of Operations for the three month periods and nine month periods ended June 30, 2000 and 1999................................................ F-28 Condensed Consolidated Statements of Cash Flows for the nine month periods ended June 30, 2000 and 1999......................... F-29 Notes to Condensed Consolidated Financial Statements........................ F-31 Unaudited Pro Forma Consolidated Financial Statements Introduction................................................................ F-39

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2000.......... F-40 Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 1999 and the six month period ended June 30, 2000............................................................... F-41 Notes to Unaudited Pro Forma Consolidated Financial Statements.............. F-42



Board of Directors Pentech International Inc.

We have audited the accompanying consolidated balance sheets of Pentech International Inc. and subsidiaries as of September 30, 1999 and 1998 and the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended September 30, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pentech International Inc. and subsidiaries as of September 30, 1999 and 1998, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 30, 1999, in conformity with generally accepted accounting principles.

s/ERNST & YOUNG LLP ------------------- ERNST & YOUNG LLP

MetroPark, New Jersey December 8, 1999, except for Note 3(c), as to which the date is December 20, 1999

F-1 6


Consolidated Balance Sheets

Assets (Note 3)

September 30, 1999 1998 ----------- ----------- Current Assets: Cash and cash equivalents $ - $ 759,349 Accounts receivable, net of allowance for doubtful accounts $35,654 and $128,814 in 1999 and 1998, respect- ively) 15,300,613 14,327,195 Inventory (Note 2) 15,415,326 20,015,241 Income taxes receivable (Note 5) 300 448,087 Prepaid expenses and other 1,632,401 1,436,415 Available-for-Sale Security (Notes 1 and 13) 181,400 621,875 ----------- -----------

Total current assets 32,530,040 37,608,162 ----------- -----------

Equipment: Equipment and furniture 9,472,206 8,934,327 Less accumulated depreciation (6,317,823) (5,372,044) ----------- -----------

3,154,383 3,562,283 ----------- -----------

Other assets: Trademarks, net of amortization of $762,388 and $666,766 in 1999 and 1998, respectively 236,301 239,530 Due from officer 173,512 173,512 ----------- -----------

409,813 413,042 ----------- -----------

$36,094,236 $41,583,487 =========== ===========

See accompanying notes.

F-2 7


Consolidated Balance Sheets

Liabilities and Shareholders' Equity

September 30, 1999 1998 ----------- ----------- Current liabilities: Notes payable (Note 3) $13,881,901 $18,618,186 Accounts payable 3,322,094 2,455,073 Accrued expenses (Note 11) 3,055,309 3,351,962 Settlement note payable (Note 8) 300,000 300,000 ----------- -----------

Total current liabilities 20,559,304 24,725,221 ----------- -----------

Other liabilities: Royalty payable, long-term (Note 8) 50,000 100,000 Settlement note payable, long-term (Note 8) 1,500,000 2,000,000 ----------- -----------

1,550,000 2,100,000 ----------- -----------

Commitments and contingencies (Note 6) Shareholders' equity (Notes 1 and 4): Preferred stock, par value $.10 per share; authorized 500,000 shares; issued and outstanding, none - - Common stock, par value $.01 per share; authorized 20,000,000 shares; issued and outstanding 12,571,258 and 12,570,258 in 1999 and 1998, respectively 125,713 125,703 Capital in excess of par 6,838,723 6,837,983 Retained earnings 6,839,096 7,172,705 Accumulated other comprehensive income (Notes 1 and 13) 181,400 621,875 ----------- -----------

13,984,932 14,758,266 ----------- -----------

$36,094,236 $41,583,487 =========== ===========

See accompanying notes.

F-3 8


Consolidated Statements of Operations

Year ended September 30, 1999 1998 1997 ----------- ----------- -----------

Net sales (Note 9) $60,949,084 $57,485,045 $60,806,386 Cost of sales 41,529,037 41,350,327 39,975,368 ----------- ----------- -----------

Gross profit 19,420,047 16,134,718 20,831,018

Selling, general and administrative expenses 18,286,990 18,474,161 17,988,791 Loss from cosmetics operation (Note 7) - - 687,000 ----------- ----------- -----------

Income (loss) from operations 1,133,057 (2,339,443) 2,155,227 ----------- ----------- -----------

Other (income) expense: (Income) from litigation (Note 14) (965,542) - Interest expense 1,470,699 1,528,779 1,583,750 Interest income (4,033) (33,392) (9,660) ----------- ----------- -----------

1,466,666 529,845 1,574,090 ----------- ----------- -----------

(Loss) income before taxes (333,609) (2,869,288) 581,137

Income tax expense (benefit) (Note 5) - 635,015 (18,877) ----------- ----------- -----------

Net (loss) income $ (333,609) $(3,504,303) $ 600,014 =========== =========== ===========

Basic and diluted (loss) earnings per common share (Note 1) ($.03) ($.28) $.05 =========== =========== ===========

See accompanying notes.

F-4 9

Pentech International Inc. and Subsidiaries Consolidated Statements of Shareholders' Equity Years ended September 30, 1999, 1998 and 1997

Common Stock Capital Number of Shares in Accumulated Excess Retained Comprehensive Other Comprehen- Authorized Issued Amount of Par Earnings Income (loss) sive Income ---------- ---------- ------- --------- ---------- ------------- --------------- Balance, September 30, 1996 20,000,000 10,496,758 104,968 5,845,781 10,076,994 - Issuance of Common Stock 2,007,500 20,075 943,362

Net income 600,014 $600,014 ---------- ---------- -------- ---------- ----------- =============== ----------------

Balance, September 30, 1997 20,000,000 12,504,258 125,043 6,789,143 10,677,008 -

Comprehensive (loss): Net loss (3,504,303) $(3,504,303)

Other comprehensive income: Unrealized gain on available-for-sale security 621,875 621,875 ---------------

Comprehensive (loss) $(2,882,428) =============== Issuance of Common Stock 66,000 660 48,840 ---------- ---------- -------- ---------- ----------- ----------------

Balance, September 30, 1998 20,000,000 12,570,258 125,703 6,837,983 7,172,705 621,875

Comprehensive (loss): Net loss (333,609) $(333,609)

Other comprehensive (loss) Unrealized loss on available-for-sale

This information is not complete and is presented
better on sites that have Sec statement access.

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