JAKP JAKKS Pacific Inc (PK)

Exhibit 99.1

JAKKS PACIFIC REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS

 

Gross Margin Rate Improves 130 Basis Points vs. Prior Year

 

SANTA MONICA, Calif., July 31, 2024 – JAKKS Pacific, Inc. (NASDAQ: JAKK) today reported financial results for the second quarter ended June 30, 2024.

 

First-half net sales for JAKKS Pacific, Inc. were $238.7 million, a year-over-year decrease of 13.0%, primarily attributable to a lack of new content-related product launches, which occurred in the first half of last year.

 

Second Quarter 2024 Overview

●

Net sales were $148.6 million, a year-over-year decrease of 11.0%

o

Toys/Consumer Products net sales were $104.6 million, a year-over-year decrease of 11.3%

o

Costumes net sales were $44.0 million, a year-over-year decrease of 10.1%

●

Gross profit was $47.6 million, a year-over-year decrease of 7.1% from $51.2 million

●

Gross margin was 32.0%, up 130 basis points vs. Q2 2023

●

Operating income was $7.6 million (5.1% of net sales) vs. $16.4 million (9.9% of net sales) in Q2 2023

●

Net income attributable to common stockholders was $5.3 million or $0.47 per diluted share, compared to net income attributable to common stockholders of $6.1 million or $0.58 per share in Q2 2023

●

Adjusted net income attributable to common stockholders (a non-GAAP measure) was $7.3 million or $0.65 per diluted share, compared to an adjusted net income attributable to common stockholders of $13.3 million or $1.26 per diluted share in Q2 2023

●

Adjusted EBITDA (a non-GAAP measure) was $12.3 million, vs. $20.7 million in Q2 2023

●

Trailing twelve month adjusted EBITDA was $51.2 million (7.6% of net sales) down 23% from $66.9 million (9.2% of net sales) in the trailing twelve months ended June 2023

 

Management Commentary

“The first half of 2024 closes with our delivering solid results anchored by our evergreen business of time-tested toy categories and play patterns,” said Stephen Berman, CEO of JAKKS Pacific, Inc. “A lack of new content releases created unfavorable topline comparisons with prior year, but our base business continued to perform and adapt in an ever-changing marketplace.

 

“We are pleased with our progress to date and our positioning and preparation for the new product we’re shipping in the latter half of the year. Exciting new launches supporting Moana 2, releasing in theatres this November, and Sonic the Hedgehog™ 3, releasing in theaters this December will be the cornerstones of the broad retail support we have secured with our top customers globally. We are also in the middle of the exciting initial launch of our new line of products inspired by “The Simpsons,” the launch of our Authentic Brands Group business as well as several other new IP and category extensions.”

 

 

Second Quarter 2024 Highlights

The Dolls, Role-Play/Dress-Up division generated net sales of $63.6 million, up 6.6% from $59.7 million last year. The Action Play & Collectibles division generated net sales of $36.6 million, down 30.5% from $52.6 million last year.

 

For the first half, North America was down 8%, attributable to the impact of lower contribution from product lines launched in support of new entertainment content and lower Costume sales. International was down 31%, primarily due to orders slipping into the following quarter due to logistics-related issues but also negatively impacted by the content slate comparison with the prior year.

 

Balance Sheet Highlights

The Company’s cash and cash equivalents (including restricted cash) totaled $17.9 million as of June 30, 2024, compared to $32.4 million as of June 30, 2023, and $72.6 million as of December 31, 2023.

 

Inventory totaled $51.3 million as of June 30, 2024, compared to $65.1 million as of June 30, 2023, and $52.6 million as of December 31, 2023.

 

Use of Non-GAAP Financial Information and Reconciliation of GAAP to Non-GAAP measures:

In addition to the preliminary results reported in accordance with U.S. GAAP included in this release, the Company has provided certain non-GAAP financial information including Adjusted EBITDA and Adjusted Net Income (Loss) which are non-GAAP metrics that exclude various items that are detailed in the financial tables and accompanying footnotes reconciling GAAP to non-GAAP results contained in this release. These schedules provide certain information regarding Adjusted EBITDA and Adjusted Net Income (Loss), which may be considered non-GAAP financial measures under the rules of the Securities and Exchange Commission. The non-GAAP financial measures included in the press release are reconciled to the corresponding GAAP financial measures below, as required under the rules of the Securities and Exchange Commission regarding the use of non-GAAP financial measures.

 

We define Adjusted EBITDA as income (loss) from operations before depreciation, amortization and adjusted for certain non-recurring and non-cash charges, such as reorganization expenses and restricted stock compensation expense. Net income (loss) is similarly adjusted and tax-effected to arrive at Adjusted Net Income (Loss). Adjusted EBITDA and Adjusted Net Income (Loss) are not recognized financial measures under GAAP, but we believe that they are useful in measuring our operating performance.

 

Management believes that the presentation of these non-GAAP financial measures provides useful information to investors because the information may allow investors to better evaluate ongoing business performance and certain components of the Company’s results. In addition, the Company believes that the presentation of these financial measures enhances an investor’s ability to make period-to-period comparisons of the Company’s operating results.

 

Investors should not consider these measures in isolation or as a substitute for net income, operating income, or any other measure for determining the Company’s operating performance that is calculated in accordance with GAAP. This information should be considered in addition to the results presented in accordance with GAAP and should not be considered a substitute for the GAAP results. The Company has reconciled the non-GAAP financial information included in this release to the nearest GAAP measures. In addition, because these measures are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures employed by other companies.

 

 

Conference Call Live Webcast

JAKKS Pacific, Inc. invites analysts, investors and media to listen to the teleconference scheduled for 5:00 p.m. ET / 2:00 p.m. PT on July 31, 2024. A live webcast of the call will be available on the “Investor Relations” page of the Company’s website at www.jakks.com/investors. To access the call by phone, please go to this link (2Q24 Registration link) and you will be provided with dial in details. To avoid delays, we encourage participants to dial into the conference call several minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time at (www.jakks.com/investors).

 

About JAKKS Pacific, Inc.

JAKKS Pacific, Inc. is a leading designer, manufacturer and marketer of toys and consumer products sold throughout the world, with its headquarters in Santa Monica, California. JAKKS Pacific’s popular proprietary brands include: AirTitans®, Disguise®, Fly Wheels®, JAKKS Wild Games®, Moose Mountain®, Maui®, Perfectly Cute®, ReDo® Skateboard Co., Sky Ball®, SportsZone™, Xtreme Power Dozer®, WeeeDo®, and Wild Manes™ as well as a wide range of entertainment-inspired products featuring premier licensed properties. Through our products and our charitable donations, JAKKS is helping to make a positive impact on the lives of children. Visit us at www.jakks.com and follow us on Instagram (@jakkspacific.toys), Twitter (@jakkstoys) and Facebook (@jakkspacific.toys).

 

Forward Looking Statements

This press release may contain “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) that are based on current expectations, estimates and projections about JAKKS Pacific's business based partly on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such statements due to numerous factors, including, but not limited to, those described above, changes in demand for JAKKS Pacific's products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, or that any future transactions will result in future growth or success of JAKKS. The “forward-looking statements” contained herein speak only as of the date on which they are made, and JAKKS undertakes no obligation to update any of them to reflect events or circumstances after the date of this release.

 

CONTACT:

JAKKS Pacific Investor Relations

(424) 268-9567 Lucas Natalini, investors@jakks.net

 

 

JAKKS Pacific, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

 

		June 30,								December 31,
		2024				2023				2023
		(In thousands)
Assets
Current assets:
Cash and cash equivalents		$	17,700			$	32,228			$	72,350
Restricted cash			202				203				204
Accounts receivable, net			140,006				132,479				123,797
Inventory			51,327				65,059				52,647
Prepaid expenses and other assets			26,457				11,227				6,374
Total current assets			235,692				241,196				255,372
Property and equipment			141,326				134,091				135,956
Less accumulated depreciation and amortization			124,580				116,813				121,357
Property and equipment, net			16,746				17,278				14,599
Operating lease right-of-use assets, net			20,667				15,249				23,592
Deferred income tax assets, net			68,141				57,804				68,143
Goodwill			35,029				35,083				35,083
Other long-term assets			1,976				2,331				2,162
Total assets		$	378,251			$	368,941			$	398,951
Liabilities, Preferred Stock and Stockholders' Equity
Current liabilities:
Accounts payable		$	55,368			$	57,768			$	42,177
Accounts payable - Meisheng (related party)			19,130				18,612				12,259
Accrued expenses			45,026				46,448				45,102
Reserve for sales returns and allowances			29,456				37,851				38,531
Income taxes payable			-				5,808				3,785
Short term operating lease liabilities			7,777				9,226				7,380
Short term debt, net			5,000				-				-
Total current liabilities			161,757				175,713				149,234
Long term operating lease liabilities			14,859				6,220				16,666
Accrued expenses - long term			2,299				-				3,746
Preferred stock derivative liability			-				27,793				29,947
Income taxes payable			3,441				2,971				3,245
Total liabilities			182,356				212,697				202,838
Preferred stock accrued dividends			-				5,230				5,992
Stockholders' equity:
Common stock, $.001 par value			11				10				10
Additional paid-in capital			294,543				277,178				278,642
Accumulated deficit			(82,851	)			(110,876	)			(73,612	)
Accumulated other comprehensive loss			(16,308	)			(16,021	)			(15,627	)
Total JAKKS Pacific, Inc. stockholders' equity			195,395				150,291				189,413
Non-controlling interests			500				723				708
Total stockholders' equity			195,895				151,014				190,121
Total liabilities, preferred stock and stockholders' equity		$	378,251			$	368,941			$	398,951

 

 

Supplemental Balance Sheet and Cash Flow Data (Unaudited)

 

		June 30,
Key Balance Sheet Data:		2024				2023
Accounts receivable days sales outstanding (DSO)			86				72
Inventory turnover (DSI)			46				51
		Six Months Ended June 30,
Condensed Cash Flow Data:		2024				2023
Cash flows provided by (used in) operating activities		$	(27,665	)		$	20,805
Cash flows used in investing activities			(6,174	)			(4,893	)
Cash flows used in financing activities and other			(20,813	)			(68,971	)
Increase in cash, cash equivalents and restricted cash		$	(54,652	)		$	(53,059	)
Capital expenditures		$	(4,627	)		$	(4,918	)

 

 

JAKKS Pacific, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

 

		Three Months Ended June 30,												Six Months Ended June 30,
		2024				2023				Δ (%)				2024				2023				Δ (%)
		(In thousands, except per share data)												(In thousands, except per share data)
Net sales		$	148,619			$	166,933				(11	)%		$	238,695			$	274,417				(13	)%
Less: Cost of sales
Cost of goods			76,599				86,156				(11	)			130,420				144,460				(10	)
Royalty expense			22,394				27,279				(18	)			36,170				43,933				(18	)
Amortization of tools and molds			2,041				2,300				(11	)			3,468				3,389				2
Cost of sales			101,034				115,735				(13	)			170,058				191,782				(11	)
Gross profit			47,585				51,198				(7	)			68,637				82,635				(17	)
Direct selling expenses			6,255				3,980				57				14,352				11,721				22
General and administrative expenses			33,594				30,677				10				67,786				58,671				16
Depreciation and amortization			93				93				-				180				195				(8	)
Selling, general and administrative expenses			39,942				34,750				15				82,318				70,587				17
Income (loss) from operations			7,643				16,448				(54	)			(13,681	)			12,048				nm
Other income (expense):
Loss from joint ventures			-				(565	)			nm				-				(565	)			nm
Other income (expense), net			72				38				89				210				476				(56	)
Change in fair value of preferred stock derivative liability			-				(6,022	)			nm				-				(5,875	)			nm
Loss on debt extinguishment			-				(1,023	)			nm				-				(1,023	)			nm
Interest income			88				86				2				464				203				129
Interest expense			(256	)			(1,302	)			(80	)			(399	)			(4,305	)			(91	)
Income (loss) before provision for (benefit from) income taxes			7,547				7,660				(1	)			(13,406	)			959				nm
Provision for (benefit from) income taxes			2,281				1,478				54				(4,447	)			95				nm
Net income (loss)			5,266				6,182				(15	)			(8,959	)			864				nm
Net income (loss) attributable to non-controlling interests			-				(273	)			nm				280				(278	)			nm
Net income (loss) attributable to JAKKS Pacific, Inc.		$	5,266			$	6,455				(18	)%		$	(9,239	)		$	1,142				nm	%
Net income (loss) attributable to common stockholders		$	5,266			$	6,082				(13	)%		$	(7,909	)		$	402				nm	%
Earnings (loss) per share - basic		$	0.49			$	0.62							$	(0.75	)		$	0.04
Shares used in earnings (loss) per share - basic			10,801				9,871								10,577				9,871
Earnings (loss) per share - diluted		$	0.47			$	0.58							$	(0.75	)		$	0.04
Shares used in earnings (loss) per share - diluted			11,245				10,532								10,577				10,428

 

 

 

		Three Months Ended June 30,												Six Months Ended June 30,
		2024				2023				Δ bps				2024				2023				Δ bps
										Fav/(Unfav)												Fav/(Unfav)
Net sales			100.0	%			100.0	%			-				100.0	%			100.0	%			-
Less: Cost of sales
Cost of goods			51.5				51.6				10				54.5				52.6				(190	)
Royalty expense			15.1				16.3				120				15.2				16.0				80
Amortization of tools and molds			1.4				1.4				-				1.5				1.3				(20	)
Cost of sales			68.0				69.3				130				71.2				69.9				(130	)
Gross profit			32.0				30.7				130				28.8				30.1				(130	)
Direct selling expenses			4.2				2.4				(180	)			6.0				4.3				(170	)
General and administrative expenses			22.6				18.3				(430	)			28.4				21.3				(710	)
Depreciation and amortization			0.1				0.1				-				0.1				0.1				-
Selling, general and administrative expenses			26.9				20.8				(610	)			34.5				25.7				(880	)
Income (loss) from operations			5.1				9.9				(480	)			(5.7	)			4.4				(1,010	)
Other income (expense):
Loss from joint ventures			-				(0.3	)							-				(0.2	)
Other income (expense), net			-				-								0.1				0.2
Change in fair value of preferred stock derivative liability			-				(3.6	)							-				(2.1	)
Loss on debt extinguishment			-				(0.6	)							-				(0.4	)
Interest income			0.1				-								0.2				0.1
Interest expense			(0.2	)			(0.8	)							(0.2	)			(1.6	)
Income (loss) before provision for (benefit from) income taxes			5.0				4.6								(5.6	)			0.4
Provision for (benefit from) income taxes			1.5				0.9								(1.8	)			-
Net income (loss)			3.5				3.7								(3.8	)			0.4
Net income (loss) attributable to non-controlling interests			-				(0.2	)							0.1				(0.1	)
Net income (loss) attributable to JAKKS Pacific, Inc.			3.5	%			3.9	%							(3.9	)%			0.5	%
Net income (loss) attributable to common stockholders			3.5	%			3.6	%							(3.3	)%			0.1	%

 

 

JAKKS Pacific, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Information (Unaudited)

 

		Three Months Ended June 30,												Six Months Ended June 30,
		2024				2023				Δ ($)				2024				2023				Δ ($)
		(In thousands)												(In thousands)
EBITDA and Adjusted EBITDA
Net income (loss)		$	5,266			$	6,182			$	(916	)		$	(8,959	)		$	864			$	(9,823	)
Interest expense			256				1,302				(1,046	)			399				4,305				(3,906	)
Interest income			(88	)			(86	)			(2	)			(464	)			(203	)			(261	)
Provision for income taxes			2,281				1,478				803				(4,447	)			95				(4,542	)
Depreciation and amortization			2,134				2,393				(259	)			3,648				3,584				64
EBITDA			9,849				11,269				(1,420	)			(9,823	)			8,645				(18,468	)
Adjustments:
Loss from joint ventures (JAKKS Pacific, Inc. - 51%)			-				292				(292	)			-				287				(287	)
Loss from joint ventures (Meisheng - 49%)			-				273				(273	)			-				278				(278	)
Other (income) expense, net			(72	)			(38	)			(34	)			(210	)			(476	)			266
Restricted stock compensation expense			2,519				1,856				663				5,094				3,945				1,149
Change in fair value of preferred stock derivative liability			-				6,022				(6,022	)			-				5,875				(5,875	)
Loss on debt extinguishment			-				1,023				(1,023	)			-				1,023				(1,023	)
Adjusted EBITDA		$	12,296			$	20,697			$	(8,401	)		$	(4,939	)		$	19,577			$	(24,516	)
Adjusted EBITDA/Net sales %			8.3	%			12.4	%		-410 bps					(2.1	)%			7.1	%		-920 bps

 

 

		Trailing Twelve Months Ended June 30,
		2024				2023				Δ ($)
		(In thousands)
TTM EBITDA and TTM Adjusted EBITDA
TTM net income		$	28,290			$	69,649			$	(41,359	)
Interest expense			2,545				10,949				(8,404	)
Interest income			(1,605	)			(321	)			(1,284	)
Provision for (benefit from) income taxes			2,291				(42,664	)			44,955
Depreciation and amortization			10,400				9,794				606
TTM EBITDA			41,921				47,407				(5,486	)
Adjustments:
Loss from joint ventures (JAKKS Pacific, Inc. - 51%)			(11	)			287				(298	)
Loss from joint ventures (Meisheng - 49%)			11				278				(267	)
Other (income) expense, net			(297	)			(1,004	)			707
Restricted stock compensation expense			9,176				7,002				2,174
Change in fair value of preferred stock derivative liability			2,154				11,895				(9,741	)
Molds and tooling capitalization			(1,751	)			-				(1,751	)
Loss on debt extinguishment			-				1,023				(1,023	)
TTM Adjusted EBITDA		$	51,203			$	66,888			$	(15,685	)	(23	)%
TTM Adjusted EBITDA/TTM Net sales %			7.6	%			9.2	%		-160 bps

 

 

 

		Three Months Ended June 30,												Six Months Ended June 30,
		2024				2023				Δ ($)				2024				2023				Δ ($)
		(In thousands, except per share data)												(In thousands, except per share data)
Adjusted net loss attributable to common stockholders
Net income (loss) attributable to common stockholders		$	5,266			$	6,082			$	(816	)		$	(7,909	)		$	402			$	(8,311	)
Restricted stock compensation expense			2,519				1,856				663				5,094				3,945				1,149
Change in fair value of preferred stock derivative liability			-				6,022				(6,022	)			-				5,875				(5,875	)
Loss on debt extinguishment			-				1,023				(1,023	)			-				1,023				(1,023	)
Loss from joint ventures (JAKKS Pacific, Inc. - 51%)			-				292				(292	)			-				287				(287	)
2021 BSP Term Loan prepayment penalty			-				-				-				-				150				(150	)
Tax impact of additional charges			(530	)			(1,979	)			1,449				(1,187	)			(2,347	)			1,160
Adjusted net income (loss) attributable to common stockholders		$	7,255			$	13,296			$	(6,041	)		$	(4,002	)		$	9,335			$	(13,337	)
Adjusted earnings (loss) per share - basic & diluted		$	0.67			$	1.35			$	(0.68	)		$	(0.38	)		$	0.95			$	(1.33	)
Shares used in adjusted earnings (loss) per share - basic			10,801				9,871				930				10,577				9,871				706
Adjusted earnings (loss) per share - diluted		$	0.65			$	1.26			$	(0.61	)		$	(0.38	)		$	0.90			$	(1.28	)
Shares used in adjusted earnings (loss) per share - diluted			11,245				10,532				713				10,577				10,428				149

 

 

JAKKS Pacific, Inc. and Subsidiaries

Net Sales by Division and Geographic Region

 

(In thousands)	QTD Q2																(In thousands)	YTD Q2
Divisions	2024			2023			2022			% Change 2024 v 2023			% Change 2023 v 2022				Divisions	2024			2023			2022			% Change 2024 v 2023			% Change 2023 v 2022
Toys/Consumer Products	$	104,570		$	117,934		$	148,860			-11.3	%		-20.8	%		Toys/Consumer Products	$	187,480		$	215,827		$	259,983			-13.1	%		-17.0	%
Dolls, Role-Play/Dress Up		63,608			59,669			102,186			6.6	%		-41.6	%		Dolls, Role-Play/Dress Up		104,182			107,512			164,192			-3.1	%		-34.5	%
Action Play & Collectibles		36,555			52,571			37,170			-30.5	%		41.4	%		Action Play & Collectibles		69,563			90,417			68,868			-23.1	%		31.3	%
Outdoor/Seasonal Toys		4,407			5,694			9,504			-22.6	%		-40.1	%		Outdoor/Seasonal Toys		13,735			17,898			26,923			-23.3	%		-33.5	%
Costumes	$	44,049		$	48,999		$	71,562			-10.1	%		-31.5	%		Costumes	$	51,215		$	58,590		$	81,320			-12.6	%		-28.0	%
Total	$	148,619		$	166,933		$	220,422			-11.0	%		-24.3	%		Total	$	238,695		$	274,417		$	341,303			-13.0	%		-19.6	%
(In thousands)	QTD Q2																(In thousands)	YTD Q2
Regions	2024			2023			2022			% Change 2024 v 2023			% Change 2023 v 2022				Regions	2024			2023			2022			% Change 2024 v 2023			% Change 2023 v 2022
United States	$	125,837		$	136,187		$	192,484			-7.6	%		-29.2	%		United States	$	196,267		$	216,630		$	289,534			-9.4	%		-25.2	%
Europe		10,264			16,638			14,447			-38.3	%		15.2	%		Europe		15,999			26,800			27,836			-40.3	%		-3.7	%
Latin America		3,239			3,067			3,823			5.6	%		-19.8	%		Latin America		11,235			12,271			6,208			-8.4	%		97.7	%
Canada		6,288			6,799			5,537			-7.5	%		22.8	%		Canada		9,658			10,853			8,916			-11.0	%		21.7	%
Asia		1,268			1,831			2,363			-30.7	%		-22.5	%		Asia		2,233			3,211			4,439			-30.5	%		-27.7	%
Australia & New Zealand		1,607			1,756			1,582			-8.5	%		11.0	%		Australia & New Zealand		2,953			3,364			3,073			-12.2	%		9.5	%
Middle East & Africa		116			655			186			-82.3	%		252.2	%		Middle East & Africa		350			1,288			1,297			-72.8	%		-0.7	%
Total	$	148,619		$	166,933		$	220,422			-11.0	%		-24.3	%		Total	$	238,695		$	274,417		$	341,303			-13.0	%		-19.6	%
(In thousands)	QTD Q2																(In thousands)	YTD Q2
Regions	2024			2023			2022			% Change 2024 v 2023			% Change 2023 v 2022				Regions	2024			2023			2022			% Change 2024 v 2023			% Change 2023 v 2022
North America	$	132,125		$	142,986		$	198,021			-7.6	%		-27.8	%		North America	$	205,925		$	227,483		$	298,450			-9.5	%		-23.8	%
International		16,494			23,947			22,401			-31.1	%		6.9	%		International		32,770			46,934			42,853			-30.2	%		9.5	%
Total	$	148,619		$	166,933		$	220,422			-11.0	%		-24.3	%		Total	$	238,695		$	274,417		$	341,303			-13.0	%		-19.6	%

 

v3.24.2.u1

Document And Entity Information	Jul. 31, 2024
Document Information Line Items
Entity Registrant Name	JAKKS PACIFIC, INC.
Trading Symbol	JAKK
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001009829
Document Period End Date	Jul. 31, 2024
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	DE
Entity File Number	0-28104
Entity Tax Identification Number	95-4527222
Entity Address, Address Line One	2951 28th Street
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90405
City Area Code	(424)
Local Phone Number	268-9444
Title of 12(b) Security	Common Stock, $.001 par value
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

---