JAKKS Pacific, Inc. (JAKK)
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Earnings Call: Q2 2014

Jul 23, 2014

Operator

Good morning, ladies and gentlemen. Thank you for joining the JAKKS Pacific second quarter 2014 earnings call with management. Today, JAKKS will review the results for the second quarter ended June 30, 2014, which the company released earlier today. On the call today are Stephen Berman, President and Chief Executive Officer, and Joel Bennett, Executive Vice President and Chief Financial Officer. Mr. Berman will first provide an overview of the quarter. Mr. Bennett will then provide the detailed comments regarding JAKKS Pacific's financial and operational results. Mr. Berman will then conclude the prepared portion of the call with highlights of product lines and current business trends prior to opening up the call for questions. Your line will be placed on mute for the first portion of the call. If you would like to be placed into the queue to ask a question, please press *1 on your touch-tone keypad.

Before we begin, the company would like to point out that any comments made about JAKKS Pacific's future performance, events, or circumstances, including the estimates of sales and earnings per share for 2014, as well as other forward-looking statements concerning 2014 and beyond, are subject to safe harbor protection under federal securities laws. These statements reflect the company's best judgment based on current market trends and conditions today and are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected in forward-looking statements. For details concerning these and such risks and uncertainties, you should consult JAKKS' most recent 10K and 10Q filings with the SEC as well as the company's other reports subsequently filed with the SEC from time to time. I will turn the call over to Mr. Berman.

Stephen Berman
President and CEO, JAKKS Pacific

Good morning, everyone. Thank you for joining us today. We are pleased with our sales and earnings results for the second quarter of 2014 as we continue with the positive momentum generated from the first quarter of the year. We have exceeded our sales forecast for the quarter and are upbeat about the outlook for 2014, increasing our previously announced sales and earnings forecast on a comparative basis for the full year. Highlights of our second quarter sales include dolls, dress up, and role play in our Frozen line, Disney Princess dolls and dress up, seasonal outdoor and water toys from Maui, foot to floor ride-ons and ball pits from Moose Mountain, and Disguise Halloween costumes, among others. Our fall lines are proceeding as planned with excitement around our new Frozen offerings.

Disney licensed dress up and role play, including Princess, Fairies, and Sofia the First, Disguise Halloween costumes, and our preschool foot to floor ride-ons and ball pits from Moose Mountain. For boys, we are strongly looking forward to launching the large-scale figures, such as Teenage Mutant Ninja Turtles and Star Wars Rebels. Our new Hero Portal plug it in and play TV games, titles based on Power Rangers, Teenage Mutant Ninja Turtles, and DC Comics, Nintendo plush and figurines, and Max Tow Truck vehicles with our DreamPlay app technology. The expansion of our miWorld physical playsets products with the DreamPlay digital enhancement and our first in-app purchase component, which is just the beginning with many more to follow.

Now I'd like to turn the call over to Mr. Joel Bennett to review our financial results for the second quarter of 2014. Then I will give a further update of our business this year and beyond. Joel.

Joel Bennett
EVP and CFO, JAKKS Pacific

Thank you, Stephen, and good morning, everyone. We're very pleased to report that net sales for the second quarter of 2014 increased 16.9% to $124.2 million, up from net sales of $106.2 million reported in 2013. The reported net loss for the second quarter was $9.1 million or $0.43 per diluted share, which includes pre-tax restructuring charges of $1.2 million or $0.05 per diluted share, higher-than-anticipated product testing and development costs of $2.1 million or $0.10 per diluted share due to higher sales in the quarter and to support new products being developed in response to increasing consumer demand for some of our licensed product lines, and the dilutive impact of both increased interest expense on the recently completed convertible note issuance and the reduction to the share count for the 3.1 million shares repurchased of an aggregate of $0.03 per diluted share.

This compares to the 2013 reported net loss of $46.9 million or $2.14 per diluted share, which included charges for license minimum guarantee shortfalls of $14.1 million and inventory impairment of $12.2 million. Net sales for the six months ending June 30, 2014, increased 12.1% to $206.7 million compared to $184.3 million in 2013. The reported net loss for the six-month period was $25.4 million, or $1.17 per diluted share, which included the restructuring charges, higher-than-anticipated product development and testing charges, and the impact of the stock buyback and convertible note issuance. This compares to a net loss for the first six months of 2013 of $74.4 million, or $3.40 per diluted share, which included charges for license minimum guarantee shortfalls of $14.4 million and inventory impairment of $14.9 million.

Worldwide sales of products in our Traditional Toys and Electronics segment, which includes dolls, action figures, vehicles, electronics, plush, and pet products, were $49.5 million for the second quarter of 2014, compared to $48.6 million for the second quarter in 2013. Sales for traditional toys were $85.2 million for the first six months of 2014 versus $87 million for the first six months of 2013. Sales this quarter in this segment were led by our "Frozen" and Disney Princess dolls, Funnoodle water toys, and licensed foot to floor ride-ons and wagons. Worldwide sales from our Role-Play, Novelty, and Seasonal Toy segment, which includes role-play products, novelty toys, Halloween costumes, indoor and outdoor kids furniture, and outdoor activity and pool toys, were $74.7 million in the second quarter of 2014 compared to $57.7 million in 2013.

Sales for role-play, novelty, and seasonal toys were $121.5 million for the first six months of 2014 versus $97.3 million for the first six months of 2013. Disney Princess dress up and role play, including "Frozen" and "Sofia the First," Maui Toys outdoor seasonal products, and Disguise Halloween costumes dominated sales in the category this quarter, driving the category to an overall increase this quarter. Included in the category numbers are international sales of approximately $17.7 million for the second quarter of 2014 compared to $19.9 million in 2013. International sales for the first six months of 2014 and 2013 were $35.2 million and $36.6 million, respectively. Disney Princess dolls, including "Frozen," Slugterra, and Nintendo products, drove second quarter sales in the international market. Gross margin for the second quarter of 2014 and 2013 was 30.5% and 2.1% of net sales, respectively.

Gross margin for the first quarter of 2014 was 29.7% of net sales, compared to 13.9% of net sales in the first half of last year. The increase as a percentage of net sales in 2014 is primarily due to license minimum guarantee shortfalls and inventory impairment charges incurred in the second quarter of 2013, offset in part to higher competitively priced Disguise sales in 2014. SGA expenses in the second quarter of 2014 were $42.6 million, or 34.4% of net sales, as compared to $46.5 million, or 43.8% of net sales in 2013. SGA for the first half of 2014 was $81.1 million, or 39.2% of net sales, compared to $93.7 million, or 50.9% of net sales.

The decrease in SGA in dollars and as a percentage of net sales is the result of the benefits achieved as part of the restructuring and cost-saving initiatives that commenced in the second half of 2013. Though offset in the second quarter of 2014, in part by a shift in media buys due to Easter falling later in the year, higher testing due to higher Disguise sales in the quarter, higher product development costs associated with many new products like "Frozen," and the restructuring charges taken. Consistent with the seasonality of our business, operations used cash of $21.6 million for the second quarter of 2014, compared to using cash of $34.9 million in 2013. As of June 30th, 2014, the company's working capital was $198.5 million, including cash and equivalents in marketable securities of approximately $162.9 million.

Depreciation and amortization was approximately $4.5 million in the second quarter of 2014 compared to $5 million in 2013. As for our tax rate, the effective tax rate for 2014 is expected to be approximately 22.6% before any FIN 48 or other adjustments, which could change if there is a shift in sales and therefore taxable income between the U.S. and Hong Kong entities. Capital expenditures were $5.7 million for the second quarter of 2014 compared to $3.9 million for the second quarter of 2013. For the full year, we expect capital expenditures to be in the range of $12 million-$13 million.

Accounts receivable as of June 30th, 2014 were $109.3 million, up from the $94.9 million at the end of the second quarter of 2013 due to higher sales in 2014, resulting in DSOs of 79 days, a slight decrease of one day from the 80 days in 2013. Inventory as of June 30th, 2014 was $66.2 million, up from $56.7 million in Q2 2013 due to higher sales and continuing high demand for our products, resulting in higher DSIs of 86 days in 2014, up from 69 days in 2013 as we head into our peak selling season.

Based on first half results and the increased demand for our products, we've increased our 2014 guidance and now expect net sales for the full year of 2014 to be in the range of $660 million to $670 million, an increase from the previously announced guidance of net sales in the range of $633 million to $640 million. Giving effect to the full year impact of the net dilution of $0.15 per share relating to the recent convertible note issuance and stock buyback, previous earnings guidance would've been in the range of $0.15 to $0.25 per diluted share. Now, with the dilution from the convert and stock buyback, earnings guidance is in the range of $0.20 to $0.30 per diluted share.

The company's previous reported earnings guidance was in the range of $0.30 to $0.40 per diluted share, excluding the impact of the convertible note issuance, stock buyback, and restructuring charges, revised guidance for earnings per share would've been in the range of $0.40 to $0.45 per diluted share. EBITDA is now expected to be in the range of $42 million to $44 million, an increase from the previous EBITDA guidance in the range of $41 million to $43 million. Lastly, we completed the issuance at par of $115 million principal amount of 4.875% convertible senior notes due in 2020. The notes, which mature on June 1st, 2020, are initially convertible at $9.64 per share.

The company received net proceeds of approximately $110 million from the offering, of which $24 million was used to repurchase 3.1 million shares of the company's common stock under a prepaid forward purchase contract, $39 million will be used to retire at par the company's 2014 convertible notes maturing on November 1st, 2014. The remainder of the net proceeds will be used for working capital and general corporate purposes. This opportunistic offering served to de-risk and otherwise strengthen the balance sheet by refinancing the upcoming note maturity and provide additional liquidity, which, with cash on hand and availability under our GE credit facility, will enable the company to continue to execute on its strategies. With that, I will return the call back to Stephen Berman.

Stephen Berman
President and CEO, JAKKS Pacific

Thank you, Joel. We are extremely pleased with our performance in the second quarter of 2014, despite the continued challenging retail environment. Let's begin with the highlights in our Disney Girls division this quarter, which includes Disney dolls, dress up, and role play categories, including Frozen, Disney Princess, Sofia the First, and Disney Fairies. The Frozen craze continues, and our products sell through as quickly as they hit store shelves. We have aggressively across the board ramped up production and demand still exceeds supply.

We expect our fall Frozen lineup to continue to drive significant sales through the remainder of the year and include the magical light-up dresses and our featured doll, Snow Glow Elsa, both of which play the award-winning song from the movie, "Let It Go." Snow Glow Elsa will be bilingual in the U.S., U.K., and Canada, with international versions in 25 different languages to maximize its global potential. We have also added new products that play on the popularity of the breakout character, Olaf, including a snow cone machine and a tea set, just to name a few. During a recent earnings call, Disney identified Frozen as one of the company's top five franchises, from music videos, live sing-along stage shows, to Frozen on Ice shows, and to interstitials on the Disney Channel.

We are excited and pleased of all the promotional support from Disney for the franchise, making Frozen one of our evergreen licenses in our Disney portfolio for this year and many years to come. As consumers flock to buy Frozen products, we continue to focus on Disney's core princess with promotional plans for fall to drive our Royal Kingdom Kitchen and Cafe and our Princess toddler dolls with royal reflection eyes. The latest ratings indicate Sofia the First is still holding the number 1 cable program slot with girls two to five years, seen by almost 54 million viewers in the U.S. We have a strong push planned for fall with more retail promotion support than ever before for Sofia the First dolls, dress up, and role play items.

The DVD release of The Pirate Fairy boosted sell-through on our Disney Fairies line this spring, and we have a treasure hunt promotion planned for this fall, along with TV advertising to continue the momentum. Turning to our non-Disney girl business, miWorld DreamPlay products continues to grow. We expect to see significant growth as full distribution rolls out to all retailers, including Target, Kmart, Justice, Claire's, Meijer, Amazon, and many more. Justice is doing a special promotion this fall, and starting in August, Skechers bag stuffers and inserts will be packed into Twinkle Toes shoe boxes as well. We are gearing up for a promising third quarter with our Skechers Twinkle Toes Cabbage Patch Kids that will hit shelves at all retailers this fall.

Skechers is helping promote the line with bag stuffers and box inserts in all kids purchases at Skechers stores and as shoe box inserts at all their retailers that sell Twinkle Toes sneakers. Skechers will also be tagging one of their fall Twinkle Toes TV commercials with a Cabbage Patch Twinkle Toes line. We are also extremely excited to launch our JAKKS Own Animal Babies line of collectible and cuddly plush baby animals, which plays upon the huge popularity of baby animal videos on YouTube and is placed at all retailers this fall, including Costco and QVC. For 2015, this line has many additions, including the enhancement of DreamPlay technology. Now for highlights in our boys business in the second quarter, our Nintendo items had a solid performance at retail, especially for our international business.

There has been a lot of buzz around Nintendo with the successful release of "Mario Kart 8" video game. We are hoping this will help to drive sales at retail for the toy line through this fall and beyond, which will have expanded retail distribution this fall, both in the U.S. and internationally. For our large-scale figures, our 24-inch Godzilla figure was a big surprise this year, and it was nearly sold out before the theatrical release in May. Even more retailers will be on board for the DVD release with incremental unit sales in this fall. We also are expecting our "Star Wars Rebels" 18- to 20-inch figures and our 48.5-inch Teenage Mutant Ninja Turtles figure to perform well as the result of strong entertainment recognition.

One of our strong evergreen lines, Black & Decker, continued its success at Target for its second straight year with placement on springtime end caps. We are looking forward to a December end cap program at Walmart to continue the brand into the holiday season. In addition, we are pleased with the expanded distribution being achieved for this evergreen line. For fall, we are looking forward to the launch of our new line of Hero Portal plug-and-play game consoles, which capitalizes on the huge interest in interactive figure play with video gaming at a great compelling price point. There will be a big launch at almost all accounts. We have an exciting fourth quarter promotion at Walmart for "How to Train Your Dragon." We are also in the electronics department at Target, just to name a few.

We have extremely strong boy licenses built with great gameplay and figure play, which is perfect for the low price point and targeted age range that has made plug-and-play games successful. Leading the way is Teenage Mutant Ninja Turtles, Power Rangers, and DC Comics such as Batman and Superman. Max Tow is on its way to being one of the top toys for boys this fall, with support from all top four major retailers, amongst others. This item will get an even bigger boost this fall with TV support and interactive in-store displays at select retail accounts. The corresponding DreamPlay app will launch on iOS and Android devices on August 1st. This will allow people to play with the amazing physical toy and have a great digital experience as well.

Kind of like Max Tow at home and the digital part is Max Tow on the go. Turning to preschool, our Moose Mountain division is having another banner year for ride-ons, solidifying our dominance and market share in North America in this category. Sales of our new convertible ride-on line have boosted sales and provided diversification at retail, and our Fisher-Price ride-ons continue to post impressive growth in sales year-over-year. In our ball pit category, we continue to dominate retail with perennial programs at Toys R Us, Walmart, and Kmart. In our kids furniture business, our activity tables continued strong sales in spring with the inclusion of new and fresh brands and styles. Our licensed kids chairs have really driven the overall Kids Only! business in the second quarter. Patio chairs, fold-and-go, and Adirondack chairs have become ubiquitous at mass, value, and drug channels this spring.

In seasonal, despite challenging weather, our Maui division did well with Wave Hoops and Sky Bouncers performing as the top sellers. Sky Bouncers was the sleeper success of the first six months with a successful feature placement at Walmart that we are continuing to chase sales. Our Funnoodle business also did very well in the second quarter. Sell-in for our Disguise costumes in second quarter was solid. We saw a slight increase in our Maleficent orders due to the success of the movie, and of course, Frozen orders continued to go through the roof with Elsa, Anna, and Olaf costumes and accessories. With the success of Transformers the movie, anticipation of possible additional orders are expected to be forthcoming as well. Now I'd like to turn to our international business.

Highlights for the second quarter include Disney Princess taller dolls and, of course, Frozen dolls are hot almost everywhere around the world. All that we can ship in every market sells as soon as it hits the shelf. Our numbers continue to increase as we chase additional capacity to fulfill the demand. We started shipping our Sofia the First large doll in Latin America in spring for Children's Day in advance of the North American launch this fall. Through Latin America has been very strong so far, which makes us optimistic about the potential in the U.S. Overall, our Latin American business is up significantly year-over-year. For boys, Slugterra continues to lead the way and is the number 2 boys action property in Spain. Nintendo sales have been strong in the second quarter.

Our U.K. business continues to grow, our business and new Disney business in Mexico has grown sales in that market exponentially. We also started working with two new retailers in China, including Walmart, with more to come by year's end. Lastly, our DreamPlay offerings are continuing on plan with updates to our miWorld Mall app to include our new play sets and our new Max Tow Truck app launching this fall in conjunction with the product hitting shelves. Our newest item, Selfie Booth, is the ultimate photo booth experience right in your own home and plays on the popular social media trend of uploading customized photos. The pop-up photo booth will feature a green screen and an app to choose from customized backgrounds and digital stamps. Consumers can also upload and share their photos online.

We are looking forward to launching this Selfie Booth late in the fourth quarter. We have also updated our successful Ariel's Musical Surprise line of DreamPlay experiences with additional levels added. We appreciate everyone's time today for the prepared portion of the call. With that, we will open it up to Q&A. We are optimistic about our future, and we are looking forward to a profitable and successful JAKKS Pacific for our shareholders and employees. Thank you for your time.

Operator

Thank you. We will now begin the question answer session. If you have a question, please press star then one on your touch-tone phone. If you wish to be removed from the queue, please press the pound sign or the hash key. If you are using a speakerphone, you may need to pick up the handset first before pressing the numbers. Once again, if you have a question, please press star then one on your touch-tone phone. Our first question comes from Scott Hammond from KeyBanc Capital Markets. Please go ahead.

Scott Hammond
Analyst, KeyBanc Capital Markets

Hey. Thanks. Good morning, guys.

Stephen Berman
President and CEO, JAKKS Pacific

Good morning, Scott.

Scott Hammond
Analyst, KeyBanc Capital Markets

Just in terms of some of the cannibalization you had talked about in the release, that Frozen was taking away from some of the other lines, can you kind of elaborate on that? If that's something that potentially is a concern in your planning with the other lines for the balance of the year?

Stephen Berman
President and CEO, JAKKS Pacific

No. What it is we also want to be clearly transparent. It's not just taken away from, I'd say, just specific areas in our line, which is moderate, but it's taken away business from other competitive doll brands in the market. For us, it's taken away from certain parts of our business, not dramatic. It's such a big property, and the focus that Disney's put behind it, there has to be some type of drop-off in certain areas. It's not just in our JAKKS business, it's actually affecting other girl brands. It's part of what we expected. It's just doing it a little more because Frozen has become such a big brand around the world.

Scott Hammond
Analyst, KeyBanc Capital Markets

Okay.

Stephen Berman
President and CEO, JAKKS Pacific

Also, Scott, it's also offsetting when we look at the orders coming in for fall. We see it did affect the spring part, but it's not affecting the fall part as much.

Scott Hammond
Analyst, KeyBanc Capital Markets

Okay. Makes sense. Just in terms of the guidance, the revenue lift was nice, EBITDA is only up about $1 million bucks on, like, a $28 million increase in sales. I'm not sure exactly if you can kind of reconcile what some of the give backs. It just didn't look like the flow-through would've been as strong as you would've thought.

Joel Bennett
EVP and CFO, JAKKS Pacific

Yeah. The EBITDA was inclusive of the restructuring charge. As you may have read in the release, it got a little convoluted in terms of trying to be clear and showing apples to apples. In general, it's just overall conservatism. We've provided for a number of different things that we don't know if will happen. We're certainly very optimistic about going forward. It just gives us a little cushion in that. Anyway, adjusted, it would be $42 million-$44 million.

Scott Hammond
Analyst, KeyBanc Capital Markets

The restructuring charge was a little bit over $1 million bucks in the quarter. Is there anything else from the first quarter? Is there anything in the third and fourth quarter that you're anticipating that would be in there?

Joel Bennett
EVP and CFO, JAKKS Pacific

No, that was pretty much the last of it. It primarily relates to our Hong Kong showroom that because Toy Fair in Hong Kong occurred in January, it wasn't included in the charge from last year. We tried to get everything done in 2013, that was the last piece, we're not expecting any going forward.

Scott Hammond
Analyst, KeyBanc Capital Markets

Okay. Thank you.

Stephen Berman
President and CEO, JAKKS Pacific

Thank you, Scott.

Operator

Thank you. Our next question comes from Gerrick Johnson from BMO Capital. Please go ahead.

Gerrick Johnson
Analyst, BMO Capital Markets

Hey, good morning.

Stephen Berman
President and CEO, JAKKS Pacific

Hey, Gerrick.

Gerrick Johnson
Analyst, BMO Capital Markets

Good morning. Can you just talk about the restructuring charge, specifically what that was for? Then in your guidance, just to be totally clear, what does it include and exclude in terms of restructuring and the other items you talked about in your press release?

Joel Bennett
EVP and CFO, JAKKS Pacific

Sure. Basically, it was the buyout of a lease in Hong Kong. Basically, by paying an amount we got out of the next two years of rent. We have savings beginning in Q3 2014 to mid-2016. What was the other part of your question?

Gerrick Johnson
Analyst, BMO Capital Markets

Well, then as it pertains to guidance, does that include.

Joel Bennett
EVP and CFO, JAKKS Pacific

Oh, okay

Gerrick Johnson
Analyst, BMO Capital Markets

Exclude restructuring, product testing, all of the other things you talked about in your press release?

Joel Bennett
EVP and CFO, JAKKS Pacific

Yeah. Everything is included in those numbers except for the EBITDA. Well, no, the EBITDA included, the EPS We were reflecting it both ways in terms of the financing and the restructuring. I think that part was pretty clear. The only thing that we didn't specify was the EBITDA was after the reorg.

Gerrick Johnson
Analyst, BMO Capital Markets

Okay. Taxes, can you talk about taxes? There's a $1.3 million hit to earnings, but if you put it at a 20% rate, it looked like it should've been a benefit, and that would've been a swing of $0.13. If you could explain what's going on there, so we understand why taxes were better.

Joel Bennett
EVP and CFO, JAKKS Pacific

Sure. The actual tax provision is based off of where we have taxable income and in which quarters. In the U.S., we're still not a taxpayer. In the U.K., Canada, and Hong Kong, they have taxable income, and the provision basically flows with their income. It has more to do with that than the group results. With the loss, you would either expect a benefit or no tax provision, but it has to do with the territories that have taxable income.

Gerrick Johnson
Analyst, BMO Capital Markets

Okay, that makes it a little bit more difficult for us to model going forward. I had my taxes at basically a 20% rate or so. Is that appropriate going forward, or should we get some guidance as to what earnings are going to be in what jurisdiction so we can better model that?

Joel Bennett
EVP and CFO, JAKKS Pacific

I think we can give more color on what. Through transfer pricing, there's a lot of moving pieces, so it'd be difficult for you to model. We'll probably give more information and give, well, actually what we'll do is we'll give quarterly effective rates, which will have everything blended. Let me think. Actually, I'll come back to that later in the call, maybe when Stephen's answering a question. If not, we can do it offline, and I can get it to whoever has the question. I'll look at it during the call.

Gerrick Johnson
Analyst, BMO Capital Markets

Okay. I'll let a few other guys ask some questions. I'll be back.

Joel Bennett
EVP and CFO, JAKKS Pacific

Okay.

Operator

Thank you. Our next question comes from Stephanie Wissink from Piper Jaffray. Please go ahead.

Stephanie Wissink
Analyst, Piper Jaffray

Hi. Good morning, everyone. Thanks for taking our questions.

Joel Bennett
EVP and CFO, JAKKS Pacific

Thank you, Steph.

Stephanie Wissink
Analyst, Piper Jaffray

Stephen, if we could, I want to just rephrase Scott's earlier question because I think it's a good one on the cannibalization factor. Is that based on the way retailers are booking orders for back half, or are you seeing something in the POS data that would imply the consumer-

Joel Bennett
EVP and CFO, JAKKS Pacific

It's more of what happened first half is the POS data. I'll use an example. This is a simple one. If a child's going out to buy an Elsa dress, they may not go out and buy a Cinderella dress, or whether it's a Barbie role play or Monster High dress up. We've seen it in the spring, for the first half, the bookings for fall are extremely strong on our core Disney products. While the craze was happening and still is happening with "Frozen," it did hit certain parts of our girls' area, not just ours. It hit a lot of part of retail girls' area. Our bookings for fall are right on track to what we expected. There was some slip off of some cannibalization in certain areas of our core business, called dress up and some dolls.

Stephanie Wissink
Analyst, Piper Jaffray

Okay, that's really helpful. Joel, if I could, on the incremental R&D spend, was that spend planned in your original full year guidance and it was pulled forward into the quarter? Is that additive spend that we should think about for the full year, and what categories or product lines will be benefiting from that incremental testing and development spend?

Joel Bennett
EVP and CFO, JAKKS Pacific

Yes, it was additive because originally, we didn't expect "Frozen" to actually expand. With the prominence of Olaf and some of these others, we've got, I think, those analysts that came out, and certainly the trade, saw the huge expansion to the Frozen line, which otherwise would've been just selling out what we had originally sold in at the end of last year. It's additive, and the other thing is it's going to be something that's going to benefit into 2015 because the sales for a lot of those items aren't occurring until third and fourth quarter.

Stephen Berman
President and CEO, JAKKS Pacific

Steph, let me add to addition that while "Frozen" has expanded, we expanded into the correct areas, and I think as we mentioned it into the press release, you would remember a Snoopy Sno-Cone Machine that was done years ago. We came out with an Olaf Sno-Cone Machine that will be a perennial, and it was a new category. We came up with a whole line of switch them up Olafs, almost like a Mr. Potato Head, but for today's children that they understand Olaf. We expanded our rights with Disney, and at the same time, we had to do quick R&D to get these going for fall and spring 2014 and spring 2015.

Stephanie Wissink
Analyst, Piper Jaffray

That's really helpful. Thanks. Joel, if I could just throw one more out there on the international sales. You went through the numbers really quickly, but did I hear that the sales were actually down in the quarter? How should we think about the acceleration in that trajectory as you get back into stock and some of the Frozen items going into the back half?

Joel Bennett
EVP and CFO, JAKKS Pacific

Yeah. International was down about $2 million year-over-year. Last year, we had Smurfs, but with Frozen and some of the other licenses in our proprietary product like Max Tow, that will be accelerating in the back half and into 2016. As Stephen mentioned, all the other initiatives in his portion of the call. I think one of the big takeaways is in the U.S. market where we've seen some challenges in the past and some of our peers more currently, it's been a big increase for us.

Stephanie Wissink
Analyst, Piper Jaffray

Okay, thanks, guys. Best of luck.

Joel Bennett
EVP and CFO, JAKKS Pacific

Thank you.

Operator

Thank you. Our next question comes from Linda Bolton-Weiser, from B. Riley. Please go ahead.

Linda Bolton-Weiser
Analyst, B. Riley

Hi. I was just wondering if you could explain a little bit more about the special product development costs that were in the quarter, was that related to development of DreamPlay technology or what exactly? I guess I'm wondering, in the future, if you have strong sales growth as you did this quarter, are we to expect that there would be sort of these special costs that come up, each quarter? I'm just kind of wondering how we should think about the earnings power, even with strong sales growth, because it's not really coming through to the bottom line. If you could explain what those costs were and the likelihood that type of thing might recur. Thank you.

Joel Bennett
EVP and CFO, JAKKS Pacific

Sure. Well, for starters again, with Frozen, we reacted very quickly, and that's one of our competitive advantages, and it reflects the broad expansion of the rights in Frozen in particular. As I just mentioned before, the sales for a lot of those items will occur in the third and fourth quarter as a launch. All of the R&D costs are pre-loaded. In terms of the current period that we're scrambling essentially to get the goods developed, we'll have actually expanded profitability in 2015 since essentially the startup costs for those initial items are already in the P&L from the prior year. It's not a headwind per se in terms of fundamental change in the business. It's just our reacting to a huge opportunity.

Linda Bolton-Weiser
Analyst, B. Riley

Okay, great. Then, I kind of missed what you said the operating cash flow was for the six months of the quarter. Could you repeat that number?

Joel Bennett
EVP and CFO, JAKKS Pacific

Yes. It used cash of $21.6 million, versus $34.9 million last year. Going back to the tax rate, the effective rate for Q3 is expected to be around 3% and about 15% in Q4.

Linda Bolton-Weiser
Analyst, B. Riley

Joel, just to make everything really clear, could you also give us a little bit of direction on the interest expense and diluted share count for the third quarter and full year?

Joel Bennett
EVP and CFO, JAKKS Pacific

Sure. Diluted share count for Q3, and that'll only be for the third quarter, not for the year to date, September 30th, is about 45 million shares. 18.9 million shares for Q4, and 20.2 million for the full year. Interest, Q3, 3.8 million. Q4, 3.3 million. The big difference there is the payoff of the November maturities on November 1st.

Linda Bolton-Weiser
Analyst, B. Riley

Great. Thanks. Can you just clarify also, did you actually meet your credit facility covenant requirements in the quarter? If so, what was the EBITDA that you earned in the quarter, and did the covenant facility allow the restructuring charge, or could you exclude that from that?

Joel Bennett
EVP and CFO, JAKKS Pacific

It's all in. We did meet it. There are certain other add backs, like foreign exchange, other non-cash charges like stock-based comp. The EBITDA covenant is only for Q2 and Q3 I'm sorry, Q1 and Q2. Beginning in Q3, it reverts to a leverage ratio.

Linda Bolton-Weiser
Analyst, B. Riley

Okay, great. Thanks a lot.

Joel Bennett
EVP and CFO, JAKKS Pacific

Thank you.

Operator

Thank you. Our next question comes from Sean McGowan from Needham & Company. Please go ahead.

Sean McGowan
Analyst, Needham & Company

Good morning.

Joel Bennett
EVP and CFO, JAKKS Pacific

Hi guys. I have a couple of questions and some of them are follow-ups. On the product testing, with product testing costs, is that a period cost or does that get put into inventory? We do defer it on the Disguise because a lot of the testing is front-loaded. With the increase in Disguise sales in the quarter, we had a lot more testing costs. Generally, it's pay as you go because you have a normal flow of product. With Disguise and the time that it takes to build up the inventory, because they're such a seasonal business, it's essentially deferred and matched to those sales.

Sean McGowan
Analyst, Needham & Company

That sounds like you're saying two different things, though. If it's deferred and matched to the sale, then it wouldn't be upfront.

Joel Bennett
EVP and CFO, JAKKS Pacific

No, on that line. No, we pay for it upfront.

Sean McGowan
Analyst, Needham & Company

You pay for it.

Joel Bennett
EVP and CFO, JAKKS Pacific

The increase this quarter is due to the higher sales

Stephen Berman
President and CEO, JAKKS Pacific

Of Disguise.

Sean McGowan
Analyst, Needham & Company

Okay.

Stephen Berman
President and CEO, JAKKS Pacific

In that sense, it was a shift in product mix.

Sean McGowan
Analyst, Needham & Company

Okay. How much of this testing and product development cost, how much of that was testing and how much of it was other development costs?

Stephen Berman
President and CEO, JAKKS Pacific

It was about $1 million.

Sean McGowan
Analyst, Needham & Company

Is it primarily other development costs?

Stephen Berman
President and CEO, JAKKS Pacific

No, it was about $1 million apiece.

Sean McGowan
Analyst, Needham & Company

Okay. Those expenses have been taken. Back to earlier questions, should we expect not to see that magnitude of higher than expected expenses in subsequent periods, or will we see that?

Stephen Berman
President and CEO, JAKKS Pacific

Correct, because we've already developed the Frozen. On the R&D side, we've already expensed the development on what we're going to ship. On the testing, it's essentially a shift. Part of it is a shift from, well, two things. One is based on increased SKUs that we've developed, we'll have more testing, and there'll be less testing associated with the earlier ship of certain Disguise orders. Does that make sense?

Sean McGowan
Analyst, Needham & Company

Well, I was asking A or B, you said correct. It sounds like what you're saying is we won't see these unusually high expenses

Stephen Berman
President and CEO, JAKKS Pacific

Correct

Sean McGowan
Analyst, Needham & Company

much in the future? Is that the right way to read it?

Stephen Berman
President and CEO, JAKKS Pacific

Yes, correct. I was just trying to describe we have things moving in both directions.

Sean McGowan
Analyst, Needham & Company

Okay.

Stephen Berman
President and CEO, JAKKS Pacific

Different parts of the business.

Sean McGowan
Analyst, Needham & Company

Another question is also a follow-up. On international, I would be surprised that you would have a hit like Frozen and still have a decline in revenue. Is it just the comparison on The Smurfs?

Stephen Berman
President and CEO, JAKKS Pacific

Actually, it's the time to roll it out. We're still responding to the popularity. We have, I think, 25 or 26 different languages that we'll be doing the doll in. I think that the U.S. markets tend to get the goods first.

Sean McGowan
Analyst, Needham & Company

When did the movie open in the markets that you have the rights in?

Stephen Berman
President and CEO, JAKKS Pacific

I'm sorry, Sean?

Sean McGowan
Analyst, Needham & Company

When did the movie open in the markets that you're selling in?

Stephen Berman
President and CEO, JAKKS Pacific

It opened during last year, October last year, throughout the latter part of 2013.

Sean McGowan
Analyst, Needham & Company

Okay. All right, you're still chasing the demand is the answer.

Stephen Berman
President and CEO, JAKKS Pacific

Also Smurfs opened last year, Smurfs is a real European property. It's called "Schtroumpfs." It's from Belgium, it had a very successful second quarter. There was no movie content from it, so that was really the drop-off of international in second quarter.

Sean McGowan
Analyst, Needham & Company

Okay. Earlier in the call, Joel, I think you said that the restructuring charge would have been something you would have liked to have taken last year, because Hong Kong Toy Fair happened this year, you couldn't. Why would that charge not have been taken in the first quarter, then?

Stephen Berman
President and CEO, JAKKS Pacific

Because we were still in the property. You can't take the charge until you're actually.

Sean McGowan
Analyst, Needham & Company

Okay, that makes sense. I think that's it. I'll leave it at that. Thank you.

Operator

Thank you. Our next question comes from Edward Woo from Ascendiant Capital Markets. Please go ahead.

Edward Woo
Analyst, Ascendiant Capital Markets

I had a question about some of your POS, your sell-in versus your sell-through. It looks like Frozen was very strong, what about for all your other products?

Stephen Berman
President and CEO, JAKKS Pacific

If I would take kind of by category, on our foot to floor area of business, which is Moose Mountain and our called Spring business of Kids Only!, we've had exceptional sell-through. On Halloween, we've had exceptional sell-in, it's not the time for the sell-throughs to occur for the Halloween component of our business. Going through the Nintendo, going through miWorld, all the areas that we have been shipping continuously, the sell-throughs are continuing. It's not just based off of just Frozen. Godzilla, I think I mentioned earlier in the call, we sold out even prior to the movie launch. miWorld forecast and orders are increasing more than expected. A good example, our large figure of Teenage Mutant Ninja Turtle, it's increased dramatically in the sense of the forecast. Our Hero Portals are shipping right now, which is the three properties.

We're getting really great sell-through, better sell-throughs than what we had last year. At the same time, the order flows and our bookings are stronger than they were over the past couple of years. We're getting the sell-throughs that we need to continue the ordering that occurs throughout the year. We're well ahead of our bookings, and we expect it even for third quarter and for fourth. Without the sell-throughs, we wouldn't be where we're at in bookings, and that's why we're very confident with our increase in guidance. We're still taking a look to see of just the marketplace itself, because even though if our sell-throughs are great and competitors' items are not selling well, that does affect the open-to-buys by retailers.

They still need items to drive consumers in, our mix of diversification in all the different segments we're in has really helped us to bode well going forward, we're not really relying on one segmentation to help our business.

Edward Woo
Analyst, Ascendiant Capital Markets

Great. There's been a lot of asking on the call about the special charges that you guys had with product development costs. How do you qualify overall profitability for some of your brands? I know, obviously, your internal brands, you should be higher profits, you don't pay licensing, other brands, such as your Disney property, have much higher licensing costs. On the other hand, do you get any leverage by having much higher sales? How should we really see, I guess, kind of like looking at gross margin going forward, are we going to see improvement? Is it going to be weaker? How should we look at that for the rest of the year?

Joel Bennett
EVP and CFO, JAKKS Pacific

A lot of the headwinds are really out of the business at this juncture. Based off of product mix, it will have some variability, overall, it's expanding. As we add new items, where we're not tied to legacy pricing, we do take advantage of opportunities to expand margins. We also look at some of the legacy items where we don't have pricing power necessarily, we look at ways to cost reduce. That, with the restructuring now essentially complete, we expect to leverage on the infrastructure as we achieve upside. Again, the guidance that we provided, it is a conservative forecast since there are a lot of moving targets. The underlying tone is that we're very optimistic about the business. Profitability on the items that we're selling is improving and as we continue to grow the business is where we'll experience the leverage.

Edward Woo
Analyst, Ascendiant Capital Markets

Have you provided any update to your gross margin outlook for this year? Has it changed at all with the balance mix of products towards Frozen?

Joel Bennett
EVP and CFO, JAKKS Pacific

No. They are new items and certainly as hot items, we do have some pricing power. As a percentage of the business, we still have a lot of legacy items. The expansion in gross margin is a little slower going, but we expect each of the quarters to be north of 30%, which is a big positive sign considering the more recent history.

Edward Woo
Analyst, Ascendiant Capital Markets

Great. One last housekeeping item. What is your cash balance and how much of it is offshore and how much would you be subject to taxes if you do bring it back to the U.S.?

Joel Bennett
EVP and CFO, JAKKS Pacific

We have about $163 million. Approximately $90 million or so is in the U.S. We do have the maturity coming up in November of the 2014 notes of $39 million. We can bring back in the $60 million range on the Hong Kong cash on a book and cash tax-free basis. We don't expect to have to do that. We do have the GE line, which will help us manage any needs should they come up. Q3 is our big selling season. It's just under half of the annual volume, that fourth quarter will throw off tremendous cash going into Q4 and into 2015.

Edward Woo
Analyst, Ascendiant Capital Markets

Great. Well, thank you and good luck.

Joel Bennett
EVP and CFO, JAKKS Pacific

Thank you, Eddie.

Edward Woo
Analyst, Ascendiant Capital Markets

I'm definitely waiting for my princess dresses. I hope you make it in the very extra large size. Thank you.

Operator

Thank you. Our next question comes from Drew Crum from Stifel. Please go ahead.

Drew Crum
Analyst, Stifel

Okay, thanks. Good morning, everyone.

Joel Bennett
EVP and CFO, JAKKS Pacific

Morning, Drew.

Drew Crum
Analyst, Stifel

I had a question about the Disguise business.

Joel Bennett
EVP and CFO, JAKKS Pacific

Sure.

Drew Crum
Analyst, Stifel

Was there any anomalies with this quarter relative to shipping? Did you ship earlier this year than last year? That's the first question. Secondly, I didn't hear any discussion or anything in the press release on the Marvel properties. Can you comment on how they performed during the quarter and just expectations for the balance of the year, given you've got three film properties from Marvel in 2014? Thanks.

Joel Bennett
EVP and CFO, JAKKS Pacific

Okay. On Disguise, we actually ramped up. We had an internal forecast that we believed in, and actually there was upside that came out of that forecast in so many various segments, from Mario to Marvel to Frozen and other Disney properties, our core Disney Princess. What happened was, a lot of the orders came in earlier in second quarter, and what we wanted to do is to make sure we got more product out earlier so we can get an extra turn or a turn and a half on sell-throughs. Many retailers placed orders earlier. We ship at FOB. That was what happened with Disguise. On Marvel, we have it in different segmentations of our business. We have it in our Kids Only! area of business. We have it in our boys role play.

I'm trying to go through. Some segments, we have it in Disguise. The Marvel boys properties, and I'll even use Transformers that we have in both our Halloween area of business and foot to floor. Those boys properties are doing extremely strong. They've held their own. They're in various segmentations of our business, so we don't have the core property rights of the action figures for the Marvel, but we do have some great ancillary rights that have performed and continue to perform going forward.

Drew Crum
Analyst, Stifel

Stephen, just going back to the topic of Disguise, would that detract from third-quarter shipments, or demand's strong enough where you don't see any impact?

Joel Bennett
EVP and CFO, JAKKS Pacific

We don't see any impact for the year. I don't have the total year forecast, we do have growth in Disguise.

For the total year, it may be they're flattered to track a little bit, but it's offset by other areas of growth. For the year, Disguise will be up year-over-year.

Drew Crum
Analyst, Stifel

Got it. Okay. Thanks, guys.

Stephen Berman
President and CEO, JAKKS Pacific

Thank you.

Operator

Thank you. We have a follow-up question from Gerrick Johnson from BMO Capital. Please go ahead.

Gerrick Johnson
Analyst, BMO Capital Markets

All right.

Hey there. Told you I'd be back. How long does the Frozen license last, and do you have rights should there be a sequel?

Stephen Berman
President and CEO, JAKKS Pacific

We cannot discuss the period of licenses that we have just because of confidentiality with our licensors and also for competitive reasons. We have it for a very good period of time, and the sequel, I believe, from what we gather, again, this is just not confirmed at all from Disney. They're promoting it for the years to come through Disney On Ice and through interstitials, I think there will be a Frozen in 2017. I don't know. Again, I don't want to speak for Disney, they've also included in their TV show, which they have, "Once Upon a Time," they immediately included Elsa in that Sunday evening TV show. They are promoting Frozen and Elsa throughout the years. We have a broad license and for a good period of time.

Frozen is now actually going to be compelled to the core Disney property. Elsa and Anna are now part going in the next year as core Disney Princesses, and that's how Disney's looking at Frozen going forward.

Operator

Thank you. Our next question comes from Sean McGowan with a follow-up from Needham & Company. Please go ahead.

Sean McGowan
Analyst, Needham & Company

Hi. I also have some follow-ups.

Stephen Berman
President and CEO, JAKKS Pacific

Sure.

Sean McGowan
Analyst, Needham & Company

Joel, did I hear you right that your share count for the fourth quarter is 18.9?

Joel Bennett
EVP and CFO, JAKKS Pacific

Yes.

Sean McGowan
Analyst, Needham & Company

Does that imply then that the level of profitability is below that threshold that would give rise to the dilution? How does that square with the tax rate of 15%?

Joel Bennett
EVP and CFO, JAKKS Pacific

It's 15% of the pre-tax, which we're actually projecting a loss for Q4.

Sean McGowan
Analyst, Needham & Company

You would have a benefit.

Joel Bennett
EVP and CFO, JAKKS Pacific

No, it would actually be. Well, we have a tax rate, there is a provision, not a benefit. It's about 15% of the loss.

Sean McGowan
Analyst, Needham & Company

So-

Joel Bennett
EVP and CFO, JAKKS Pacific

But it's-

Sean McGowan
Analyst, Needham & Company

Is it a benefit or a provision?

Joel Bennett
EVP and CFO, JAKKS Pacific

It's a provision

Sean McGowan
Analyst, Needham & Company

that's 15% of the loss?

Joel Bennett
EVP and CFO, JAKKS Pacific

It's a provision. At the group level, there's a loss, but at the Hong Kong, U.K., and Canada levels, there's taxable income. That's why there's the provision.

Sean McGowan
Analyst, Needham & Company

We would see a pre-tax loss, but a positive tax number.

Joel Bennett
EVP and CFO, JAKKS Pacific

Yeah, it's like in Q2. We have a pre-tax loss at the group level. I guess I should have not said 15%, but it's 15% of the pre-tax.

Sean McGowan
Analyst, Needham & Company

Negative 15%.

Joel Bennett
EVP and CFO, JAKKS Pacific

Negative 15%.

Sean McGowan
Analyst, Needham & Company

Okay. Thank you for clarifying that.

Joel Bennett
EVP and CFO, JAKKS Pacific

Sure

Anything in the inventory build that's related to concern over work stoppage or slowdown in the docks in L.A.?

Stephen Berman
President and CEO, JAKKS Pacific

Well, from what we got right now, that was an issue that was during the first quarter and second quarter, we shipped early preparing for it. As we see today, there's no issue with the docks and the L.A. ports. We did prepare for it because there was a lot of talk going on.

Right.

Those issues with the port seemed like all the issues have been agreed upon with the unions. We're very close to the ports here, so we did prepare by bringing in goods early on. Now we actually are shipping as normal.

Sean McGowan
Analyst, Needham & Company

Right. I didn't know if the inventory build, still at the end of the second quarter, reflects any of that anticipated issue.

Stephen Berman
President and CEO, JAKKS Pacific

Yes, it did. Without a doubt. We were preparing early on because it was-

Right

such extreme talks of-

Sean McGowan
Analyst, Needham & Company

Right

Stephen Berman
President and CEO, JAKKS Pacific

the ports being closed, and we've dealt with it before. We actually then now, since it's resolved, are just planning as normal. In fact, I'm leaving to Hong Kong and China next week because of just the demand, and it's not just for Frozen. We're seeing, which is a positive, at least in our industry, is as there's less competition, there's more demand for good product at retail, and not just at retail, call it on even online. We're seeing a lot of growth, whether it's nominal, in so many areas of our business that it's a great effect that there's a lot of less competition out there. We're seeing a healthy retail environment for good product, not for just basics.

It's an exciting time, and Frozen is terrific, and it's a wonderful run, and it'll be a wonderful run next year, but we're also seeing really great traction across the board. That even shows in our Disguise division, our Moose Mountain division, our Boys division from the Hero Portal, and the DreamPlay. It's our first in-app purchases starting in fall that we actually have a component going forward. It's really exciting.

Sean McGowan
Analyst, Needham & Company

Okay, thanks. The last question I have, it goes back to the dynamics within Disguise. I think, Joel, you mentioned some competitive pricing dynamics. What's that about, and is that part of why you're not seeing better gross margin leverage and expansion?

Joel Bennett
EVP and CFO, JAKKS Pacific

In general, that's part of it. Disguise is about 15%, 16% of the business, and just the competitive landscape in that area with a one-use garment, if you will, is just a lot of competition. We have a lot of moving pieces.

Sean McGowan
Analyst, Needham & Company

Okay. I guess I'm still left wondering why, at a time when you have some decent momentum, you're not seeing a greater expansion in gross profit.

Joel Bennett
EVP and CFO, JAKKS Pacific

Well, in terms of Q2, proportionately, it made up more. It has lower margin than some of our other areas of business. In the second quarter, their sales were up pretty dramatically. We did about $30 million last year, and it was $42-ish this year. It was more related to mix, but for the pricing. Going into the year, we are expecting a lot of competition. As Stephen mentioned, it will be up year-over-year. There was kind of a push in terms of the margin expansion. In Q3, where the sales for Disguise will be a smaller percentage, one, because the overall business will be up, that's our peak season, but also the earlier ship in general through Q2.

Sean McGowan
Analyst, Needham & Company

Okay. Thank you.

Stephen Berman
President and CEO, JAKKS Pacific

Well, that is it for the Q&A portion of our calls. We have no more questions, and we appreciate everybody's time. We will be doing calls to analysts and investors after the call today. If anyone has any further questions or updates, please give us a call directly and we have calls already scheduled. Thank you very much for your time. Bye-bye.

Operator

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