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Spin Master Reports Q3 2024 Financial Results

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Q3 2024 Revenue increases 25%; Reiterates 2024 Outlook

TORONTO, Oct. 30, 2024 /PRNewswire/ – Spin Master Corp. (“Spin Master” or the “Company”) (TSX: TOY) (www.spinmaster.com), a leading global children’s entertainment company, today announced its financial results for the three and nine months ended September 30, 2024. The Company’s full Management’s Discussion and Analysis (“MD&A”) for the three and nine months ended September 30, 2024 is available under the Company’s profile on SEDAR+ (www.sedarplus.com) and posted on the Company’s web site at www.spinmaster.com. All financial information is presented in United States dollars (“$”, “dollars” and “US$”) and has been rounded to the nearest hundred thousand, except per share amounts and where otherwise indicated.

Consolidated Financial Highlights for Q3 2024 as compared to the same period in 2023

Revenue was $885.7 million, an increase of 24.7% from $710.2 million, and includes Melissa & Doug Revenue of $155.0 million.Revenue by operating segment reflected an increase of 34.8% in Toys and declines of 41.5% in Entertainment and 16.8% in Digital Games.Toy Revenue was $810.9 million compared to $601.5 million. Toy Gross Product Sales1 were $922.7 million, an increase of $244.1 million or 36.0% from $678.6 million, and includes Melissa & Doug Toy Gross Product Sales1 of $182.3 million. Toy Gross Product Sales, excluding Melissa & Doug1 were $740.4 million, an increase of $61.8 million or 9.1%.Operating income was $203.2 million compared to $197.2 million.Adjusted EBITDA1 was $277.5 million, including Melissa & Doug Adjusted EBITDA1 of $49.4 million, compared to $234.9 million, an increase of $42.6 million. Adjusted EBITDA Margin1 was 31.3% compared to 33.1%. Adjusted EBITDA, excluding Melissa & Doug1 was $228.1 million compared to $234.9 million. Included in Q3 2023 was distribution revenue of $15.6 million related to the initial delivery of PAW Patrol: The Mighty Movie. Excluding this distribution revenue, Adjusted EBITDA, excluding Melissa & Doug1 increased by $8.8 million, driven by higher Toy Revenue, partially offset by fewer Entertainment content deliveries and a decrease in the Digital Games Segment. Adjusted EBITDA Margin, excluding Melissa & Doug1 was 31.2%. Adjusted EBITDA Margin, excluding Melissa & Doug1 and the accretive effect of PAW Patrol: The Mighty Movie distribution revenue in the prior year, decreased by 40 basis points. The decrease is due to a higher proportion of Adjusted EBITDA1 contributed by the Toys Segment and a decrease in the Digital Games Segment.Net Income was $140.1 million or $1.32 per share (diluted) compared to $155.4 million or $1.45 per share (diluted).Adjusted Net Income1 was $169.7 million or $1.60 per share (diluted) compared to $143.6 million or $1.34 per share (diluted).Achieved $3.1 million in Net Cost Synergies2 and continues to expect to achieve approximately $6 million in Net Cost Synergies2 in 2024.Cash provided by operating activities was $74.9 million compared to $144.3 million.Free Cash Flow1 was $44.7 million compared to $118.9 million.Repurchased and cancelled 952,142 subordinate voting shares for $21.4 million (C$29.2 million) through the Company’s Normal Course Issuer Bid (the “NCIB”) program.Subsequent to September 30, 2024, the Company declared a quarterly dividend of C$0.12 per outstanding subordinate voting share and multiple voting share, payable on January 10, 2025.

“We are pleased with our revenue growth in third quarter, which was primarily driven by our Toys creative centre, including incremental revenue from Melissa & Doug,” said Max Rangel, Spin Master’s Global President & CEO. “Although the broader economic conditions remain a challenge, we generated toy sales growth across major markets reflecting our continued commitment to creating innovative products, powerful brands and magical play experiences. Both Entertainment and Digital Games revenue declined this quarter as a result of comparisons against the highly successful PAW Movie last year as well as lower in-game purchases in Toca Boca World. As part of our strategy of leveraging our IP across our creative centres, we launched Rubik’s Match, a match-3 mobile digital game. We believe we are well positioned to continue to grow market share and maintain our leadership position within the children’s entertainment industry through the execution of our long-term strategy and focus on reimagining everyday play.”

“We delivered revenue growth of 25% in the third quarter, driven by an increase in gross product sales in our Toys creative centre,” said Mark Segal, Spin Master’s Chief Financial Officer. “Melissa & Doug performed well, with revenue of $155 million and Adjusted EBITDA of $49 million. We are executing effectively on the integration, delivering $4.5 million in net cost synergies year to date and we are continuing to identify revenue growth opportunities. Adjusted EBITDA for the quarter was up just under $9 million comparatively, excluding Melissa & Doug and the PAW Movie in the prior year. We are maintaining our outlook for 2024 for both Spin Master and Melissa & Doug. We continued to execute our capital allocation strategy and by the end of Q3, we repurchased over 2 million shares under our NCIB. Over the long term, we will continue to invest to drive growth, while also managing our costs and preserving financial flexibility to maximize shareholder value.”

2024 Outlook

The Company continues to expect for 2024:

Toy Gross Product Sales, excluding Melissa & Doug1 to be in line with 2023.Revenue, excluding Melissa & Doug1, to be in line with 2023.Adjusted EBITDA Margin, excluding Melissa & Doug1 and Net Cost Synergies2 realized, to be in line with 2023.

Incrementally, the Company continues to expect for 2024:

Melissa & Doug Toy Gross Product Sales1 to be between $420 million to $430 million.Melissa & Doug Revenue to be between $370 million to $375 million.Melissa & Doug Adjusted EBITDA Margin1 of approximately 19.5%.To achieve in addition approximately $6 million in Net Cost Synergies2 towards the target of approximately $25 million to $30 million in Run-rate Net Cost Synergies2 by the end of 2026.

Consolidated Financial Results as compared to the same period in 2023

Effective January 2, 2024, Melissa & Doug’s operating results for the three months ended September 30, 2024 are included in the Company’s consolidated results.

(US$ millions, except per share information)

Q3 2024

Q3 2023

$ Change

Consolidated Results

Revenue4

$

885.7

$

710.2

$

175.5

Operating Income

$

203.2

$

197.2

$

6.0

Operating Margin2

22.9 %

27.8 %

Adjusted Operating Income1,3

$

243.4

$

190.2

$

53.2

Adjusted Operating Margin1

27.5 %

26.8 %

Net Income

$

140.1

$

155.4

$

(15.3)

Adjusted Net Income1,3

$

169.7

$

143.6

$

26.1

Adjusted EBITDA1,3,4

$

277.5

$

234.9

$

42.6

Adjusted EBITDA Margin1

31.3 %

33.1 %

Earnings Per Share (“EPS”)

Basic EPS

$

1.36

$

1.50

Diluted EPS

$

1.32

$

1.45

Adjusted Basic EPS1

$

1.65

$

1.39

Adjusted Diluted EPS1

$

1.60

$

1.34

Weighted average number of shares (in millions)

Basic

103.0

103.6

Diluted

105.9

107.3

Selected Cash Flow Data

Cash provided by operating activities

$

74.9

$

144.3

$

(69.4)

Cash used in investing activities

$

(30.2)

$

(25.1)

$

(5.1)

Cash used in financing activities

$

(88.5)

$

(8.4)

$

(80.1)

Free Cash Flow1

$

44.7

$

118.9

$

(74.2)

1 Non-GAAP financial measure or ratio. See “Non-GAAP Financial Measures and Ratios and Supplementary Financial Measures”.

2 Operating Margin is calculated as Operating Income divided by Revenue.

3 Refer to the “Reconciliation of Non-GAAP Financial Measures” section for further details on the adjustments.

4 Included in the operating results of the three months ended September 30, 2024 is Melissa & Doug Revenue of $155.0 million and Melissa & Doug Adjusted EBITDA1 of $49.4 million.

The following summarizes the impact of Melissa & Doug’s operating results on the three months ended September 30, 2024 consolidated results:

(US$ millions)

Q3 2024

Q3 2023

Revenue

885.7

710.2

Melissa & Doug Revenue

155.0

Revenue, excluding Melissa & Doug1

730.7

710.2

Toys Gross Product Sales1

922.7

678.6

Melissa & Doug Toy Gross Product Sales1

182.3

Toys Gross Product Sales, excluding Melissa & Doug1

740.4

678.6

Adjusted EBITDA1

277.5

234.9

Melissa & Doug Adjusted EBITDA1

49.4

Adjusted EBITDA, excluding Melissa & Doug1

228.1

234.9

Adjusted EBITDA Margin1

31.3 %

33.1 %

Adjusted EBITDA Margin, excluding Melissa & Doug1

31.2 %

33.1 %

1 Non-GAAP financial measure or ratio. See “Non-GAAP Financial Measures and Ratios and Supplementary Financial Measures”.

Segmented Financial Results as compared to the same period in 2023

(US$ millions)

Q3 2024

Q3 2023

Toys

Entertainment

Digital
Games

Corporate
& Other1

Total

Toys

Entertainment

Digital
Games

Corporate
& Other1

Total

Revenue

$    810.9

$            37.1

$      37.7

$          —

$   885.7

$    601.5

$           63.4

$      45.3

$          —

$   710.2

Operating Income
(Loss)

$    183.5

$            19.9

$        5.1

$       (5.3)

$   203.2

$    149.0

$           23.3

$      13.6

$      11.3

197.2

Adjusted Operating
Income (Loss)2

$    219.0

$            20.9

$        7.3

$       (3.8)

$   243.4

$    154.0

$           24.0

$      15.5

$       (3.3)

$   190.2

Adjusted EBITDA2

$    242.2

$            30.0

$        9.1

$       (3.8)

$   277.5

$    166.8

$           53.8

$      17.6

$       (3.3)

$   234.9

1 Corporate & Other includes certain corporate costs, foreign exchange and merger and acquisition-related costs, as well as fair value gains and losses.

2 Non-GAAP financial measure or ratio. See “Non-GAAP Financial Measures and Ratios and Supplementary Financial Measures”.

Toys Segment Results

The following table provides a summary of the Toys segment operating results, for the three months ended September 30, 2024 and 2023:

(US$ millions)

Q3 2024

Q3 2023

$ Change

% Change

Preschool, Infant & Toddler and Plush1

$

469.6

$

301.4

$

168.2

55.8 %

Activities, Games & Puzzles and Dolls & Interactive

$

294.5

$

218.7

$

75.8

34.7 %

Wheels & Action

$

152.9

$

151.2

$

1.7

1.1 %

Outdoor

$

5.7

$

7.3

$

(1.6)

(21.9) %

Toy Gross Product Sales2,5

$

922.7

$

678.6

$

244.1

36.0 %

Sales Allowances3

$

(112.7)

$

(77.1)

$

(35.6)

46.2 %

Sales Allowances % of Toy Gross Product Sales2

12.2 %

11.4 %

0.8 %

Toy Net Sales

$

810.0

$

601.5

$

208.5

34.7 %

Toy – Other Revenue

$

0.9

$

$

0.9

n.m.

Toy Revenue

$

810.9

$

601.5

$

209.4

34.8 %

Toys Operating Income

$

183.5

$

149.0

$

34.5

23.2 %

Toys Operating Margin4

22.6 %

24.8 %

(2.2) %

Toys Adjusted EBITDA2

$

242.2

$

166.8

$

75.4

45.2 %

Toys Adjusted EBITDA Margin2

29.9 %

27.7 %

2.2 %

1 Melissa & Doug is included within the Preschool, Infant & Toddler and Plush product categories beginning from the date of acquisition.

2 Non-GAAP financial measure or ratio. See “Non-GAAP Financial Measures and Ratios and Supplementary Financial Measures”.

3 The Company enters arrangements to provide sales allowances requested by customers relating to cooperative advertising, contractual and negotiated promotional discounts, volume rebates, markdowns, and costs incurred by customers to sell the Company’s products.

4 Operating Margin is calculated as segment Operating Income divided by segment Revenue.

5 Effective January 1, 2024, the Company has changed its product categories to align with the Company’s product offerings going forward. Prior year comparative information has been updated to conform with the current disclosure. Refer to Addendum section for more details.

 

(US$ millions)

Q3 2024

Q3 2023

$ Change

% Change

Toy Revenue

810.9

601.5

209.4

34.8 %

Melissa & Doug Revenue

155.0

155.0

n.m.

Toy Revenue, excluding Melissa & Doug1

655.9

601.5

54.4

9.0 %

Toys Adjusted EBITDA1

242.2

166.8

75.4

45.2 %

Melissa & Doug Adjusted EBITDA1

49.4

49.4

n.m.

Toys Adjusted EBITDA, excluding Melissa & Doug1

192.8

166.8

26.0

15.6 %

Toys Adjusted EBITDA Margin1

29.9 %

27.7 %

Toys Adjusted EBITDA Margin, excluding Melissa & Doug1

29.4 %

27.7 %

1 Non-GAAP financial measure or ratio. See “Non-GAAP Financial Measures and Ratios and Supplementary Financial Measures”.

Toy Revenue increased by $209.4 million or 34.8% to $810.9 million.Toy Gross Product Sales1 was $922.7 million, an increase of $244.1 million or 36.0% from $678.6 million, including Melissa & Doug Toy Gross Product Sales1 of $182.3 million. Toy Gross Product Sales1 increased primarily as a result of the inclusion of Melissa & Doug, higher shipment volume driven by enhanced product innovation and a shift of customer orders into the third quarter from the second quarter. Toy Gross Product Sales, excluding Melissa & Doug1 was $740.4 million, an increase of $61.8 million or 9.1% from $678.6 million.Sales Allowances increased by $35.6 million to $112.7 million. As a percentage of Toy Gross Product Sales1, Sales Allowances increased to 12.2% from 11.4%, due to retail trade promotions related to Melissa & Doug.Toys Operating income was $183.5 million compared to Toy Operating Income of $149.0 million.Toys Operating Margin was 22.6% compared to 24.8%.Toys Adjusted EBITDA Margin1 was 29.9% compared to 27.7%. The increase in Toys Adjusted EBITDA Margin1 was driven primarily by the higher Toy Revenue and the inclusion of Melissa & Doug, resulting in improved operating leverage.

Entertainment Segment Results

The following table provides a summary of Entertainment segment operating results, for the three months ended September 30, 2024 and 2023:

(US$ millions)

Q3 2024

Q3 2023

$ Change

% Change

Entertainment Revenue

$

37.1

$

63.4

$

(26.3)

(41.5) %

Entertainment Operating Income

$

19.9

$

23.3

$

(3.4)

(14.6) %

Entertainment Operating Margin

53.6 %

36.8 %

16.8 %

Entertainment Adjusted Operating Income1

$

20.9

$

24.0

$

(3.1)

(12.9) %

Entertainment Adjusted Operating Margin1

56.3 %

37.9 %

18.4 %

1 Non-GAAP financial measure or ratio. See “Non-GAAP Financial Measures and Ratios and Supplementary Financial Measures”.

Entertainment Revenue decreased by $26.3 million or 41.5% to $37.1 million, primarily due to fewer Entertainment content deliveries. Distribution revenue in Q3 2023 included the initial delivery of PAW Patrol: The Mighty Movie ($15.6 million) and the delivery of Unicorn Academy.Entertainment Operating Income decreased by $3.4 million or 14.6% to $19.9 million. Entertainment Operating Margin increased to 53.6% from 36.8%.Entertainment Adjusted Operating Income1 decreased by $3.1 million or 12.9% to $20.9 million from $24.0 million, primarily due to fewer Entertainment content deliveries.Entertainment Adjusted Operating Margin1 increased to 56.3% from 37.9%, primarily due to fewer Entertainment content deliveries.

Digital Games Segment Results

The following table provides a summary of Digital Games segment operating results, for the three months ended September 30, 2024 and 2023:

(US$ millions)

Q3 2024

Q3 2023

$ Change

% Change

Digital Games Revenue

$          37.7

$          45.3

$              (7.6)

(16.8) %

Digital Games Operating Income

$            5.1

$          13.6

$              (8.5)

(62.5) %

Digital Games Operating Margin

13.5 %

30.0 %

(16.5) %

Digital Games Adjusted Operating Income1

$            7.3

$          15.5

$              (8.2)

(52.9) %

Digital Games Adjusted Operating Margin1

19.4 %

34.2 %

(14.8) %

1 Non-GAAP financial measure or ratio. See “Non-GAAP Financial Measures and Ratios and Supplementary Financial Measures”.

Digital Games Revenue declined by $7.6 million or 16.8% to $37.7 million, due to lower in-game purchases in Toca Boca World. Despite continued strong consumer engagement, increased competition in the marketplace has led to lower in-game spending per user. The revenue decline in Toca Boca World was offset in part by growth in subscription revenue in both Piknik and PAW Patrol Academy.Digital Games Operating Income decreased by $8.5 million or 62.5% to $5.1 million. Digital Games Adjusted Operating Income1 decreased by $8.2 million or 52.9% to $7.3 million from $15.5 million. Digital Games Operating Margin decreased from 30.0% to 13.5% and Digital Games Adjusted Operating Margin1 decreased from 34.2% to 19.4%.The decrease in Digital Games Operating Income, Adjusted Operating Income1, Operating Margin and Adjusted Operating Margin1 was due to the decline in revenue and increased investments in marketing across the Digital Games portfolio.

Capitalization

The Company’s Board of Directors declared a dividend of C$0.12 per outstanding subordinate voting share and multiple voting share, payable on January 10, 2025 to shareholders of record at the close of business on December 27, 2024.  The dividend is designated to be an eligible dividend for purposes of section 89(1) of the Income Tax Act (Canada).

The weighted average basic and diluted shares outstanding as at September 30, 2024 were 103.6 million and 106.1 million, compared to 103.4 million and 105.3 million in the prior year, respectively.

During the nine months ended September 30, 2024, the Company repurchased and cancelled, through the Company’s NCIB program, 2,063,723 (2023 – 397,700 shares) subordinate voting shares for $47.3 million (C$64.4 million) (2023 – $10.5 million). Subsequent to September 30, 2024, the Company repurchased and cancelled 265,900 subordinate voting shares for $6.3 million (C$8.5 million).

1 Non-GAAP financial measure or ratio. See “Non-GAAP Financial Measures and Ratios and Supplementary Financial Measures”.

2 Supplementary financial measure. See “Non-GAAP Financial Measures and Ratios and Supplementary Financial Measures”.

Forward-Looking Statements

Certain statements, other than statements of historical fact, contained in this Press Release constitute “forward-looking information” within the meaning of certain securities laws, including the Securities Act (Ontario), and are based on expectations, estimates and projections as of the date on which the statements are made in this Press Release. The words “plans”, “expects”, “projected”, “estimated”, “forecasts”, “anticipates”, “indicative”, “intend”, “guidance”, “outlook”, “potential”, “prospects”, “seek”, “strategy”, “targets” or “believes”, or variations of such words and phrases or statements that certain future conditions, actions, events or results “will”, “may”, “could”, “would”, “should”, “might” or “can”, or negative versions thereof, “be taken”, “occur”, “continue” or “be achieved”, and other similar expressions, identify statements containing forward-looking information. Statements of forward-looking information in this Press Release include, without limitation, statements with respect to: the acquisition of Melissa & Doug, including its expected impact on the Company’s business, financial performance and creation of value; the Company’s outlook for 2024; future financial performance and growth expectations, as well as the drivers and trends in respect thereof; the Company’s priorities, plans and strategies; content, digital game and product pipeline and launches, as well as their impacts; deployment of cash; dividend policy and future dividends; financial position, cash flows, liquidity and financial performance, and the creation of long term shareholder value.

Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date on which the statements are made in this Press Release, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being incorrect. In addition to any factors and assumptions set forth above in this Press Release, the material factors and assumptions used to develop the forward-looking information include, but are not limited to: the Company will be able to successfully integrate the acquisition; the Company will be able to successfully expand its portfolio across new channels and formats, and internationally; achieve other expected benefits through this acquisition; management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the Company’s financial performance in addition to the proposed transaction and resulting impact on growth in various financial metrics; the realization of the expected strategic, financial and other benefits of the proposed transaction in the timeframe anticipated; the absence of significant undisclosed costs or liabilities associated with the transactions; Melissa & Doug’s business will perform in line with the industry; there are no material changes to Melissa & Doug’s core customer base; Net Cost Synergies towards the target of approximately $25 million to $30 million in Run-rate Net Cost Synergies by the end of 2026; implementation of certain information technology systems and other typical acquisition related cost savings; the Company’s dividend payments being subject to the discretion of the Board of Directors and dependent on a variety of factors and conditions existing from time to time; seasonality; ability of factories to manufacture products, including labour size and allocation, tooling, raw material and component availability, ability to shift between product mix, and customer acceptance of delayed delivery dates; the steps taken will create long term shareholder value; the expanded use of advanced technology, robotics and innovation the Company applies to its products will have a level of success consistent with its past experiences; the Company will continue to successfully secure, maintain and renew broader licenses from third parties for premiere children’s properties consistent with past practices, and the success of the licenses; the expansion of sales and marketing offices in new markets will increase the sales of products in that territory; the Company will be able to successfully identify and integrate strategic acquisition and minority investment opportunities; the Company will be able to maintain its distribution capabilities; the Company will be able to leverage its global platform to grow sales from acquired brands; the Company will be able to recognize and capitalize on opportunities earlier than its competitors; the Company will be able to continue to build and maintain strong, collaborative relationships; the Company will maintain its status as a preferred collaborator; the culture and business structure of the Company will support its growth; the current business strategies of the Company will continue to be desirable on an international platform; the Company will be able to expand its portfolio of owned branded intellectual property and successfully license it to third parties; use of advanced technology and robotics in the Company’s products will expand; the Company will be able to continue to develop and distribute entertainment content in the form of movies, TV shows and short form content; the Company will be able to continue to design, develop and launch mobile digital games to be distributed globally via app stores; access of entertainment content on mobile platforms will expand; fragmentation of the market will continue to create acquisition opportunities; the Company will be able to maintain its relationships with its employees, suppliers, retailers and license partners; the Company will continue to attract qualified personnel to support its development requirements; the Company’s key personnel will continue to be involved in the Company products, mobile digital games and entertainment properties will be launched as scheduled; and the availability of cash for dividends and that the risk factors noted in this Press Release, collectively, do not have a material impact on the Company.

By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved. Known and unknown risk factors, many of which are beyond the control of the Company, could cause actual results to differ materially from the forward-looking information in this Press Release. Such risks and uncertainties include, without limitation, risks relating to the inability to successfully integrate the Melissa & Doug business; the potential failure to realize anticipated benefits from the proposed transaction; concentration of manufacturing and geopolitical risks; uncertainty and adverse changes in general economic conditions and consumer spending habits; and the factors discussed in the Company’s disclosure materials, including the Annual or subsequent, most recent interim MD&A and the Company’s most recent Annual Information Form, filed with the securities regulatory authorities in Canada and available under the Company’s profile on SEDAR+ (www.sedarplus.com). These risk factors are not intended to represent a complete list of the factors that could affect the Company and investors are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future, including the expected performance of the Company. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Conference call

Max Rangel, Global President and Chief Executive Officer and Mark Segal, Chief Financial Officer will host a conference call to discuss the financial results on Thursday, October 31, 2024 at 9:30 a.m. (ET).

The call-in numbers for participants are (437) 900-0527 or (888) 510-2154. A live webcast of the call will be accessible via Spin Master’s website at: http://www.spinmaster.com/events.php. Following the call, both an audio recording and transcript of the call will be archived on the same website page for 12 months.

About Spin Master

Spin Master Corp. (TSX:TOY) is a leading global children’s entertainment company, creating exceptional play experiences through its three creative centres: Toys, Entertainment and Digital Games. With distribution in over 100 countries, Spin Master is best known for award-winning brands PAW Patrol®, Bakugan®, Kinetic Sand®, Air Hogs®, Melissa & Doug®, Hatchimals®, Rubik’s Cube® and GUND®, and is the global toy licensee for other popular properties. Spin Master Entertainment creates and produces compelling multiplatform content, through its in-house studio and partnerships with outside creators, including the preschool franchise PAW Patrol and numerous other original shows, short-form series and feature films. The Company has an established presence in digital games, anchored by the Toca Boca® and Sago Mini® brands, offering open-ended and creative game and educational play in digital environments. Through Spin Master Ventures, the Company makes minority investments globally in emerging companies and start-ups. With 31 offices spanning nearly 20 countries, Spin Master employs approximately 3,000 team members globally. For more information visit spinmaster.com or follow-on Instagram, Facebook and Twitter @spinmaster.

Spin Master Corp.
Condensed consolidated interim statements of financial position

Sep 30,

Dec 31,

(Unaudited, in US$ millions)

2024

2023

Assets

Current assets

  Cash and cash equivalents

114.2

705.7

  Trade receivables, net

643.5

414.4

  Other receivables

56.5

60.0

  Inventories, net

264.2

98.0

  Income tax receivable

14.0

  Prepaid expenses and other assets

46.2

40.9

1,138.6

1,319.0

Non-current assets

  Intangible assets

835.3

281.3

  Goodwill

381.4

165.9

  Right-of-use assets

160.7

53.6

  Property, plant and equipment

63.5

32.6

  Deferred income tax assets

162.6

110.8

  Other assets

36.5

26.5

1,640.0

670.7

Total assets

2,778.6

1,989.7

Liabilities

Current liabilities

  Trade payables and accrued liabilities

528.6

385.4

  Loans and borrowings

408.8

  Provisions

24.7

32.1

  Lease liabilities

28.3

11.4

  Deferred revenue

11.2

11.0

  Income tax payable

6.6

1,001.6

446.5

Non-current liabilities

  Deferred income tax liabilities

217.6

59.1

  Lease liabilities

125.9

50.7

  Provisions

12.1

14.3

355.6

124.1

Total liabilities

1,357.2

570.6

Shareholders’ equity

  Share capital

768.0

783.4

  Retained earnings

612.8

604.5

  Contributed surplus

40.0

27.4

  Accumulated other comprehensive income

0.6

3.8

Total shareholders’ equity

1,421.4

1,419.1

Total liabilities and shareholders’ equity

2,778.6

1,989.7

Spin Master Corp.
Condensed consolidated interim statements of earnings and comprehensive income

Nine Months Ended Sep 30,

(Unaudited, in US$ millions, except earnings per share)

Q3 2024

Q3 2023

2024

2023

Revenue

885.7

710.2

1,613.9

1,402.3

Cost of sales

416.4

323.3

788.5

625.9

Gross Profit

469.3

386.9

825.4

776.4

Expenses

Selling, general and administrative

247.0

202.1

645.0

530.9

Depreciation and amortization

18.7

6.0

53.8

18.3

Other expense, net

1.6

0.8

5.0

5.2

Foreign exchange (gain) loss, net

(1.2)

(19.2)

3.2

(3.5)

Operating Income

203.2

197.2

118.4

225.5

Interest income

(1.0)

(7.2)

(3.4)

(20.4)

Interest expense

14.4

4.8

39.4

11.2

Income before income tax expense

189.8

199.6

82.4

234.7

Income tax expense

49.7

44.2

21.6

53.2

Net Income

140.1

155.4

60.8

181.5

Earnings per share

Basic

1.36

1.50

0.59

1.75

Diluted

1.32

1.45

0.57

1.72

Weighted average number of shares (in millions)

Basic

103.0

103.6

103.6

103.4

Diluted

105.9

107.3

106.1

105.3

Nine Months Ended Sep 30,

(Unaudited, in US$ millions)

Q3 2024

Q3 2023

2024

2023

Net Income

140.1

155.4

60.8

181.5

Items that may be subsequently reclassified to Net Income

Foreign currency translation gain (loss)

5.7

(30.5)

(3.2)

(10.2)

Other comprehensive income (loss)

5.7

(30.5)

(3.2)

(10.2)

Total comprehensive income

145.8

124.9

57.6

171.3

Spin Master Corp.
Condensed consolidated interim statements of cash flows

Nine Months Ended Sep 30,

(Unaudited, in US$ millions)

2024

2023

Operating activities

Net Income

60.8

181.5

Adjustments to reconcile net income to cash provided by operating activities

Income tax expense

21.6

53.2

Interest expense

29.3

Interest income

(3.4)

(20.4)

Depreciation and amortization

102.5

88.4

Loss on disposal of non-current assets

0.1

1.0

Accretion expense

8.1

3.9

Amortization of Facility fee costs

1.0

0.3

Gain on investment in limited partnership, net

0.3

(0.3)

Impairment of non-current assets

2.2

3.6

Loss on minority interest and other investments

0.5

Unrealized foreign exchange loss, net

3.8

8.3

Share-based compensation expense

22.4

15.4

Net changes in non-cash working capital

(101.9)

(131.9)

Net change in non-cash provisions and other assets

(22.5)

(0.7)

Fair value adjustment on inventory sold

66.3

Income taxes paid

(50.7)

(64.1)

Income taxes received

4.1

0.6

Interest (paid) received

(19.9)

20.3

Cash provided by operating activities

124.6

159.1

Investing activities

Investment in property, plant and equipment

(25.1)

(22.3)

Investment in intangible assets

(60.0)

(61.5)

Business acquisitions, net of cash acquired

(952.9)

(26.5)

Investment distribution income

0.3

Minority interest and other investments

(2.0)

Cash used in investing activities

(1,038.0)

(112.0)

Financing activities

Proceeds from loans and borrowings

525.0

Repayment of loans and borrowings

(115.0)

Payment of lease liabilities

(28.4)

(11.4)

Dividends paid

(18.3)

(14.0)

Change in restricted cash

3.1

Repurchase of subordinate voting shares

(46.7)

(10.5)

Cash provided by (used in) financing activities

319.7

(35.9)

Effect of foreign currency exchange rate changes on cash

2.1

(4.8)

Net decrease in cash during the period

(591.5)

6.4

Cash, beginning of period

705.7

644.3

Cash, end of period

114.2

650.7

Non-GAAP Financial Measures and Ratios, Supplementary Financial Measures

In addition to using financial measures prescribed under International Financial Reporting Standards (“IFRS”), references are made in this Press Release to the following terms, each of which is a non-GAAP financial measure:

Toy Gross Product SalesMelissa & Doug Toy Gross Product SalesToy Revenue, excluding Melissa & DougRevenue, excluding Melissa & DougAdjusted EBITDAMelissa & Doug Adjusted EBITDAToys Adjusted EBITDAEntertainment Adjusted EBITDADigital Games Adjusted EBITDAAdjusted Operating Income (Loss)Toys Adjusted Operating Income (Loss)Entertainment Adjusted Operating Income (Loss)Digital Games Adjusted Operating Income (Loss)Adjusted Net Income (Loss)Free Cash FlowAdjusted EBITDA, excluding Melissa & DougToys Adjusted EBITDA, excluding Melissa & DougToy Gross Product Sales, excluding Melissa & Doug

Non-GAAP financial measures do not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers.

Additionally, references are made in this Press Release to the following terms, each of which is a non-GAAP financial ratio:

Adjusted EBITDA MarginMelissa & Doug Adjusted EBITDA MarginToys Adjusted EBITDA MarginEntertainment Adjusted EBITDA MarginDigital Games Adjusted EBITDA MarginToys Adjusted Operating MarginEntertainment Adjusted Operating MarginDigital Games Adjusted Operating MarginAdjusted Operating MarginAdjusted Basic EPSAdjusted Diluted EPSSales Allowance as a percentage of Toy Gross Product SalesAdjusted EBITDA Margin, excluding Melissa & DougToys Adjusted EBITDA Margin, excluding Melissa & Doug

Non-GAAP financial ratios are ratios or percentages that are calculated using a Non-GAAP financial measure. Non-GAAP financial ratios do not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers.

References are made in this MD&A to the following terms, each of which is a supplementary financial measures:

Net Cost SynergiesRun-rate Net Cost Synergies

Management believes the Non-GAAP financial measures, Non-GAAP financial ratios, and Supplementary financial measures defined above are important supplemental measures of operating performance and highlight trends in the business. Management believes that these measures allow for assessment of the Company’s operating performance and financial condition on a basis that is consistent and comparable between reporting periods. The Company believes that investors, lenders, securities analysts and other interested parties frequently use these Non-GAAP financial measures, Non-GAAP financial ratios, and Supplementary financial measures in the evaluation of issuers.

Non-GAAP Financial Measures

Toy Gross Product Sales represent Toy Revenue, excluding the impact of Sales Allowances. As Sales Allowances are generally not associated with individual products, the Company uses Toy Gross Product Sales to provide meaningful comparisons across product categories and geographical results to highlight trends in Spin Master’s business. For a reconciliation of Toy Gross Product Sales to Revenue, the closest IFRS measure, refer to the revenue tables for the three and nine months ended September 30, 2024, as compared to the same period in 2023 in this Press Release.

Melissa & Doug Toy Gross Product Sales represent Toy revenue contributed by Melissa & Doug, excluding the impact of Sales Allowances, to measure the underlying financial performance of the business on a consistent basis over time. For a reconciliation of Melissa & Doug Toy Gross Product Sales to Melissa & Doug Revenue, the closest IFRS measure, refer to “Reconciliation of Non-GAAP Financial Measures” section. 

Toy Revenue, excluding Melissa & Doug represents Toy Revenue, excluding Melissa & Doug Toy Revenue, to measure the underlying financial performance of the business on a consistent basis over time. Refer to “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Toy Revenue, the closest IFRS measure.

Revenue, excluding Melissa & Doug is calculated as revenue excluding Melissa & Doug Revenue, to measure the underlying financial performance of the business on a consistent basis over time. Refer to “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Revenue, the closest IFRS measure.

Adjusted EBITDA is calculated as Operating Income before interest income and interest expense and depreciation and amortization (EBITDA) excluding adjustments that do not necessarily reflect the Company’s underlying financial performance. These adjustments include restructuring and other related costs, foreign exchange gains or losses, share based compensation expenses, acquisition related contingent consideration, impairment of intangible assets, impairment of goodwill, investment distribution income, loss on Minority interest and other investments, acquisition related deferred incentive compensation, net unrealized gain or loss on investment, impairment of property, plant and equipment, legal settlement, transaction cost and gain on disposal of asset. Adjusted EBITDA is used by management as a measure of the Company’s profitability. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Operating Income (Loss), the closest IFRS measure.

Melissa & Doug Adjusted EBITDA is calculated as Melissa & Doug Operating Income (Loss) before interest income and interest expense and depreciation and amortization (EBITDA) excluding adjustments that do not necessarily reflect the Company’s underlying financial performance. These adjustments include restructuring and other related costs, foreign exchange gains or losses, share based compensation expenses, acquisition related contingent consideration, impairment of intangible assets, impairment of goodwill, investment distribution income, loss on Minority interest and other investments, acquisition related deferred incentive compensation, net unrealized gain or loss on investment, impairment of property, plant and equipment, legal settlement, transaction cost and gain on disposal of asset. Melissa & Doug Adjusted EBITDA is used by management as a measure of the Company’s profitability. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Melissa & Doug Operating Income (Loss), the closest IFRS measure.

Toys Adjusted EBITDA is calculated as Toy Operating Income (Loss) before interest income and interest expense and depreciation and amortization (EBITDA) excluding adjustments that do not necessarily reflect the Company’s underlying financial performance. These adjustments include restructuring and other related costs, foreign exchange gains or losses, share based compensation expenses, acquisition related contingent consideration, impairment of intangible assets, impairment of goodwill, investment distribution income, loss on Minority interest and other investments, acquisition related deferred incentive compensation, net unrealized gain or loss on investment, impairment of property, plant and equipment, legal settlement, transaction cost and gain on disposal of asset. Toys Adjusted EBITDA is used by management as a measure of the Company’s profitability. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Toys Operating Income (Loss), the closest IFRS measure.

Entertainment Adjusted EBITDA is calculated as Entertainment Operating Income (Loss) before interest income and interest expense and depreciation and amortization (EBITDA) excluding adjustments that do not necessarily reflect the Company’s underlying financial performance. These adjustments include restructuring and other related costs, foreign exchange gains or losses, share based compensation expenses, acquisition related contingent consideration, impairment of intangible assets, impairment of goodwill, investment distribution income, loss on Minority interest and other investments, acquisition related deferred incentive compensation, net unrealized gain or loss on investment, impairment of property, plant and equipment, legal settlement, transaction cost and gain on disposal of asset. Entertainment Adjusted EBITDA is used by management as a measure of the Company’s profitability. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Digital Games Operating Income (Loss), the closest IFRS measure.

Digital Games Adjusted EBITDA is calculated as Digital Games Operating Income (Loss) before interest income and interest expense and depreciation and amortization (EBITDA) excluding adjustments that do not necessarily reflect the Company’s underlying financial performance. These adjustments include restructuring and other related costs, foreign exchange gains or losses, share based compensation expenses, acquisition related contingent consideration, impairment of intangible assets, impairment of goodwill, investment distribution income, loss on Minority interest and other investments, acquisition related deferred incentive compensation, net unrealized gain or loss on investment, impairment of property, plant and equipment, legal settlement, transaction cost and gain on disposal of asset. Digital Games Adjusted EBITDA is used by management as a measure of the Company’s profitability. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Digital Games Operating Income (Loss), the closest IFRS measure.

Adjusted Operating Income (Loss) is calculated as Operating Income (Loss) excluding adjustments (as defined in Adjusted EBITDA). Adjusted Operating Income (Loss) is used by management as a measure of the Company’s profitability. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Operating Income (Loss), the closest IFRS measure.

Toys Adjusted Operating Income (Loss) is calculated as Toys Operating Income (Loss) excluding adjustments (as defined in Adjusted EBITDA). Toys Adjusted Operating Income (Loss) is used by management as a measure of the Company’s profitability. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Toys Operating Income (Loss), the closest IFRS measure.

Entertainment Adjusted Operating Income (Loss) is calculated as Entertainment Operating Income (Loss) excluding adjustments (as defined in Adjusted EBITDA). Entertainment Adjusted Operating Income (Loss) is used by management as a measure of the Company’s profitability. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Entertainment Operating Income (Loss), the closest IFRS measure.

Digital Games Adjusted Operating Income (Loss) is calculated as Digital Games Operating Income (Loss) excluding adjustments (as defined in Adjusted EBITDA). Digital Games Adjusted Operating Income (Loss) is used by management as a measure of the Company’s profitability. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Digital Games Operating Income (Loss), the closest IFRS measure.

Adjusted Net Income (Loss) is calculated as Net Income (Loss) excluding adjustments (as defined in Adjusted EBITDA), the corresponding impact these items have on income tax expense. Management uses Adjusted Net Income (Loss) to measure the underlying financial performance of the business on a consistent basis over time. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Operating Income (Loss), the closest IFRS measure.

Free Cash Flow is calculated as cash flows provided by/used in operating activities reduced by cash flows used in investing activities and adding back cash used for business acquisitions, advance paid for business acquisitions, asset acquisitions, investment in limited partnership, Minority interest and other investments, proceeds from sale of manufacturing operations and net of investment distribution income. Management uses the Free Cash Flow metric to analyze the cash flows being generated by the Company’s business. Refer to the “Reconciliation of Non-GAAP Financial Measures” section for a reconciliation of this metric to Cash flow from operating activities, the closest IFRS measure.

Adjusted EBITDA, excluding Melissa & Doug is calculated as Adjusted EBITDA excluding Melissa & Doug Adjusted EBITDA. Adjusted EBITDA, excluding Melissa & Doug is used by management as a measure of the Company’s profitability on a consistent basis over time. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Operating Income (Loss), the closest IFRS measure.

Toys Adjusted EBITDA, excluding Melissa & Doug is calculated as Toys Adjusted EBITDA excluding Melissa & Doug Adjusted EBITDA. Toys Adjusted EBITDA, excluding Melissa & Doug is used by management as a measure of the Company’s profitability on a consistent basis over time. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for a reconciliation of this metric to Toys Operating Income (Loss), the closest IFRS measure.

Toy Gross Product Sales, excluding Melissa & Doug represent Toy Revenue, excluding Melissa & Doug Toy Gross Product Sales and the impact of Sales Allowances, to measure the underlying financial performance of the business on a consistent basis.

Non-GAAP Financial Ratios

Sales Allowances as a percentage of Toy Gross Product Sales is calculated by dividing Sales Allowances by Toy Gross Product Sales. Management uses Sales Allowance as a percentage of Toy Gross Product Sales to identify and compare the cost of doing business with individual retailers, different geographic markets and amongst various distribution channels.

Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Revenue. Management uses Adjusted EBITDA Margin to evaluate the Company’s performance compared to internal targets and to benchmark its performance against key competitors.

Melissa & Doug Adjusted EBITDA Margin is calculated as Melissa & Doug Adjusted EBITDA divided by Melissa & Doug Revenue. Management uses Melissa & Doug Adjusted EBITDA Margin to evaluate the Company’s performance compared to internal targets and to benchmark its performance against key competitors.

Toys Adjusted EBITDA Margin is calculated as Toys Adjusted EBITDA divided by Toy Revenue. Management uses Toys Adjusted EBITDA Margin to evaluate the Company’s performance compared to internal targets and to benchmark its performance against key competitors.

Entertainment Adjusted EBITDA Margin is calculated as Entertainment Adjusted EBITDA divided by Entertainment Revenue. Management uses Entertainment Adjusted EBITDA Margin to evaluate the Company’s performance compared to internal targets and to benchmark its performance against key competitors.

Digital Games Adjusted EBITDA Margin is calculated as Digital Games Adjusted EBITDA divided by Digital Games Revenue. Management uses Digital Games Adjusted EBITDA Margin to evaluate the Company’s performance compared to internal targets and to benchmark its performance against key competitors.

Adjusted Operating Margin is calculated as Adjusted Operating Income (Loss) divided by Revenue. Management uses Adjusted Operating Margin to evaluate the Company’s performance compared to internal targets and to benchmark its performance against key competitors.

Toys Adjusted Operating Margin is calculated as Toys Adjusted Operating Income (Loss) divided by Toy Revenue. Management uses Toys Adjusted Operating Margin to evaluate the Company’s performance compared to internal targets and to benchmark its performance against key competitors.

Entertainment Adjusted Operating Margin is calculated as Entertainment Adjusted Operating Income (Loss) divided by Toy Revenue. Management uses Entertainment Adjusted Operating Margin to evaluate the Company’s performance compared to internal targets and to benchmark its performance against key competitors.

Digital Games Adjusted Operating Margin is calculated as Digital Games Adjusted Operating Income (Loss) divided by Digital Games Revenue. Management uses Digital Games Adjusted Operating Margin to evaluate the Company’s performance compared to internal targets and to benchmark its performance against key competitors.

Adjusted Basic EPS is calculated by dividing Adjusted Net Income (Loss) by the weighted average number of shares outstanding during the period. Adjusted Diluted EPS is calculated by dividing Adjusted Net Income (Loss) by the weighted average number of common shares outstanding, assuming the conversion of all dilutive securities were exercised during the period. Management uses Adjusted Basic EPS and Adjusted Diluted EPS to measure the underlying financial performance of the business on a consistent basis over time.

Sales Allowances as a percentage of Toy Gross Product Sales is calculated by dividing Sales Allowances by Toy Gross Product Sales. Management uses Sales Allowance as a percentage of Toy Gross Product Sales to identify and compare the cost of doing business with individual retailers, different geographic markets and amongst various distribution channels.

Adjusted EBITDA Margin, excluding Melissa & Doug is calculated as Adjusted EBITDA, excluding Melissa & Doug divided by Revenue, excluding Melissa & Doug. Management uses Adjusted EBITDA Margin, excluding Melissa & Doug to evaluate the Company’s performance compared to internal targets and to benchmark its performance against key competitors.

Toys Adjusted EBITDA Margin, excluding Melissa & Doug is calculated as Toys Adjusted EBITDA, excluding Melissa & Doug divided by Toy Revenue, excluding Melissa & Doug. Management uses Toys Adjusted EBITDA Margin, excluding Melissa & Doug to evaluate the Company’s performance compared to internal targets and to benchmark its performance against key competitor.

Supplementary Financial Measures

Net Cost Synergies represent cost savings, net of costs to achieve, attributable to the integration of Melissa & Doug.

Run-rate Net Cost Synergies represent the expected ongoing cost savings, net of costs to achieve, attributable to the integration of Melissa & Doug.

Reconciliation of Non-GAAP Financial Measures

The following table presents a reconciliation of Operating Income to Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income, and cash used in operating activities and investing activities to Free Cash Flow for the three months ended September 30, 2024 and 2023:

(in US$ millions)

Q3 2024

Q3 2023

$ Change

% Change

Operating Income

203.2

197.2

6.0

3.0 %

Adjustments:

Fair value adjustment for inventories acquired1

21.5

21.5

n.m.

Share based compensation2

9.3

5.1

4.2

82.4 %

Transaction and integration costs3

3.9

5.2

(1.3)

(25.0) %

Restructuring and other related costs4

2.7

0.8

1.9

237.5 %

Amortization of intangible assets acquired5

1.8

1.8

n.m.

Acquisition related deferred incentive compensation6

0.9

1.8

(0.9)

(50.0) %

Net unrealized loss (gain) on investment7

0.4

0.4

n.m.

Acquisition related contingent consideration8

0.4

0.4

n.m.

Legal settlement expense (recovery)

0.4

(0.7)

1.1

(157.1) %

Impairment of property, plant and equipment9

0.1

0.1

n.m.

Impairment of intangible assets10

0.2

(0.2)

(100.0) %

Net realized gain on investment11

(0.2)

0.2

(100.0) %

Foreign exchange gain12

(1.2)

(19.2)

18.0

(93.8) %

Adjusted Operating Income

243.4

190.2

53.2

28.0 %

Depreciation and amortization13

34.1

44.7

(10.6)

(23.7) %

Adjusted EBITDA

277.5

234.9

42.6

18.1 %

Income tax expense

(49.7)

(44.2)

(5.5)

12.4 %

Interest (expense) income

(13.4)

2.4

(15.8)

(658.3) %

Depreciation and amortization12

(34.1)

(44.7)

10.6

(23.7) %

One-time income tax recovery

(6.6)

6.6

(100.0) %

Tax effect of normalization adjustments14

(10.6)

1.8

(12.4)

(688.9) %

Adjusted Net Income

169.7

143.6

26.1

18.2 %

Cash provided by operating activities

74.9

144.3

(69.4)

(48.1) %

Cash used in investing activities

(30.2)

(25.1)

(5.1)

20.3 %

Add:

Cash (used in) provided by business acquisitions, asset acquisitions, investment in
limited partnership, investment in associate and Minority interest and other
investments, net of investment distribution income

(0.3)

0.3

(100.0) %

Free Cash Flow

44.7

118.9

(74.2)

(62.4) %

_________________________________

1 Relates to fair value adjustment to Melissa & Doug inventory recorded as part of the acquisition on January 2, 2024.

2 Related to non-cash expenses associated with the Company’s long-term incentive plan and the mark to market (gain)/loss related to DSUs.

3 Professional fees and integration costs incurred relating to acquisitions (including Melissa & Doug), including $(1.0) million of transaction costs.

4 Restructuring expense in the prior year primarily relates to changes in personnel.

5 Relates to the amortization of intangible assets acquired with Melissa & Doug.

6 Deferred incentive compensation associated with acquisitions.

7 Net unrealized loss (gain) related to investment in limited partnership and minority interest and investments.

8 Recovery associated with contingent consideration for acquisitions.

9 Impairment of property plant and equipment related to tooling.

10 Impairment of intangible assets related to content development projects.

11 Net realized gain related to investment in limited partnership.

12 Includes foreign exchange losses (gains) generated by the translation and settlement of monetary assets/liabilities denominated in a currency other than the functional currency of the applicable entity and losses (gains) related to the Company’s hedging programs.

13 Depreciation and amortization for the calculation of Adjusted EBITDA excludes $1.8 million of amortization of intangible assets acquired with Melissa & Doug.

14 Tax effect of adjustments (Footnotes 1-11). Adjustments are tax effected at the effective tax rate of the given period.

Segment Results

The Company’s results from operations by reportable segment for the three months ended September 30, 2024 and 2023 are as follows:

(US$ millions)

Q3 2024

Q3 2023

Toys

Entertainment

Digital
Games

Corporate
& Other1

Total

Toys

Entertainment

Digital
Games

Corporate
& Other1

Total

Revenue

810.9

37.1

37.7

885.7

601.5

63.4

45.3

710.2

Operating Income (Loss)

183.5

19.9

5.1

(5.3)

203.2

149.0

23.3

13.6

11.3

197.2

Adjusting items:

Fair value adjustment for inventories
acquired2

21.5

21.5

Share based compensation

6.6

0.5

1.1

1.1

9.3

3.7

0.4

0.7

0.3

5.1

Transaction and integration costs3

2.7

1.2

3.9

5.2

5.2

Restructuring and other related costs

2.0

0.1

0.6

2.7

0.6

0.1

0.1

0.8

Amortization of intangible assets acquired

1.8

1.8

Acquisition related deferred incentive
compensation

0.4

0.5

0.9

0.7

1.1

1.8

Net unrealized loss on investment

0.4

0.4

Legal settlement expense (recovery)

0.4

0.4

(0.7)

(0.7)

Acquisition related contingent consideration

0.4

0.4

Impairment of property, plant and equipment

0.1

0.1

Impairment of intangible assets

0.2

0.2

Net realized gain on investment

(0.2)

(0.2)

Foreign exchange gain

(1.2)

(1.2)

(19.2)

(19.2)

Adjusted Operating Income (Loss)4

219.0

20.9

7.3

(3.8)

243.4

154.0

24.0

15.5

(3.3)

190.2

Adjusted Operating Margin4

27.0 %

56.3 %

19.4 %

n.m.

27.5 %

25.6 %

37.9 %

34.2 %

n.m.

26.8 %

Depreciation and amortization5

23.2

9.1

1.8

34.1

12.8

29.8

2.1

44.7

Adjusted EBITDA4

242.2

30.0

9.1

(3.8)

277.5

166.8

53.8

17.6

(3.3)

234.9

Adjusted EBITDA Margin4

29.9 %

80.9 %

24.1 %

n.m.

31.3 %

27.7 %

84.9 %

38.9 %

n.m.

33.1 %

1 Corporate & Other includes certain corporate costs, foreign exchange and merger and acquisition-related costs, as well as fair value gains and losses.

2 Relates to the fair value adjustment to Melissa & Doug’s inventory recorded as part of the acquisition on January 2, 2024.

3 Professional fees and integration costs incurred relating to acquisitions, including $(1.0) million of transaction cost recovery for the acquisition of Melissa and Doug.

4 Non-GAAP financial measure or ratio. See “Non-GAAP Financial Measures and Ratios”.

5 Depreciation and amortization for the calculation of adjusted EBITDA excludes $1.8 million (Q3 2023 – $nil) of amortization of intangible assets acquired with Melissa & Doug.

The following table presents a reconciliation of Melissa & Doug’s Operating Income to Adjusted EBITDA for the three months ended September 30, 2024: 

(US$ millions)

Q3 2024

Melissa & Doug Toy Gross Product Sales

182.3

Melissa & Doug Sales Allowance

(27.3)

Melissa & Doug Revenue

155.0

Melissa & Doug Operating Income

37.4

Depreciation and amortization

5.9

Melissa & Doug EBITDA

43.3

Adjustments1

6.1

Melissa & Doug Adjusted EBITDA

49.4

Melissa & Doug Adjusted EBITDA Margin

31.9 %

1 Includes foreign exchange (gain) loss, restructuring and other related costs, and transaction and integration costs.

The following table presents a reconciliation of Revenue to Revenue, excluding Melissa & Doug, Toy Gross Product Sales to Toy Gross Product Sales, excluding Melissa & Doug, Consolidated Adjusted EBITDA to Adjusted EBITDA, excluding Melissa & Doug, Toy Revenue to Toy Revenue, excluding Melissa & Doug, and Toys Adjusted EBITDA to Toys Adjusted EBITDA, excluding Melissa & Doug for the three months ended September 30, 2024:

(US$ millions)

Q3 2024

Q3 2023

$ Change

% Change

Revenue

885.7

710.2

175.5

24.7 %

Melissa & Doug Revenue

155.0

155.0

n.m.

Revenue, excluding Melissa & Doug

730.7

710.2

20.5

2.9 %

Toys Gross Product Sales

922.7

678.6

244.1

36.0 %

Melissa & Doug Toy Gross Product Sales

182.3

182.3

n.m.

Toys Gross Product Sales, excluding Melissa & Doug

740.4

678.6

61.8

9.1 %

Adjusted EBITDA

277.5

234.9

42.6

18.1 %

Melissa & Doug Adjusted EBITDA

49.4

49.4

n.m.

Adjusted EBITDA, excluding Melissa & Doug

228.1

234.9

(6.8)

(2.9) %

Adjusted EBITDA Margin, excluding Melissa & Doug

31.2 %

33.1 %

Toy Revenue

810.9

601.5

209.4

34.8 %

Melissa & Doug Revenue

155.0

155.0

n.m.

Toy Revenue, excluding Melissa & Doug

655.9

601.5

54.4

9.0 %

Toys Adjusted EBITDA

242.2

166.8

75.4

45.2 %

Toys Adjusted EBITDA Margin

29.9 %

27.7 %

Toys Adjusted EBITDA, excluding Melissa & Doug

192.8

166.8

26.0

15.6 %

Toys Adjusted EBITDA Margin, excluding Melissa & Doug

29.4 %

27.7 %

ADDENDUM

Effective January 1, 2024, Spin Master has changed its product categories to align with the Company’s product offerings going forward. The following table restates 2023 Toy Gross Product Sales1 in the same format that the Company presents Toy Gross Product Sales1 in 2024:

(US$ millions)

Q1 2023

Q2 2023

Q3 2023

Q4 2023

Total

Preschool, Infant & Toddler and Plush

$

82.6

$

164.9

$

301.4

$

169.3

$

718.2

Activities, Games & Puzzles and Dolls & Interactive

$

62.6

$

109.7

$

218.7

$

196.0

$

587.0

Wheels & Action

$

43.7

$

101.1

$

151.2

$

113.3

$

409.3

Outdoor

$

27.4

$

14.3

$

7.3

$

23.7

$

72.7

Gross Product Sales1

$

216.3

$

390.0

$

678.6

$

502.3

$

1,787.2

 

View original content:https://www.prnewswire.com/news-releases/spin-master-reports-q3-2024-financial-results-302291984.html

SOURCE Spin Master Corp.

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RWA.LTD Announces Comprehensive Consumer Goods Token Ecosystem Layout at Hong Kong Web3 Festival, Leading the Launch of the Consumer RWA Alliance

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HONG KONG, April 24, 2026 /PRNewswire/ — During the Hong Kong Web3 Festival, RWA.LTD, the world’s first platform dedicated to consumer goods RWA (Real World Assets), officially announced the completion of its comprehensive consumer goods token ecosystem layout. At the event, the platform spearheaded the unveiling of the “Consumer RWA Alliance”. Positioned as the “Asian Consumer Goods Asset Trading Center,” RWA.LTD aims to enhance consumption efficiency through AI, reconstruct value distribution via Web3, and connect cross-city and cross-country consumer networks through tokens to accelerate the arrival of the “Smarter Consumer” era.

RWA.LTD stated that consumer goods RWA is not a single product, but a set of new infrastructure developed around consumption scenarios, the circulation of consumer rights, and brand interaction. Since CEO Fu, Rao Tony first proposed the concept of “Consumer Goods RWA” in late 2024, the team simultaneously prepared the RWA.LTD platform and completed Beta testing in September 2025. Following several months of iteration, the platform completed a comprehensive upgrade in mid-March 2026, marking RWA.LTD’s formal transition from the proof-of-concept stage to the ecological development stage.

RWA.LTD Ecosystem

In this public announcement, RWA.LTD systematically disclosed its four major ecological sectors for the first time. First, RWA.LTD | Mall (Winpoint Mall) was officially launched during the Hong Kong Web3 Festival, providing consumers with diverse brand rights driven by RWA Coin; current offerings include the CDAA (Chartered Digital Asset Analyst) Course, Matrix E-commerce Services, and more. Second, RWA.LTD | Exchange was fully launched in mid-March 2026 as a primary issuance and secondary trading market for consumer goods tokens, with plans to list 100 types of consumer goods tokens within the year to provide bidirectional exposure for brands and users. Third, RWA.LTD | Fund plans to collaborate with established VC funds to focus on brand token ecosystem construction and explore new paths for the synergistic development of consumer brands and on-chain capital. Fourth, RWA.LTD | Bot (rwaclaw.ai, rwabot.ai) has completed domain layout and is currently under development; it will provide consumers with real-time AI price comparisons, intelligent recommendations, and automated ordering tools to enhance decision-making efficiency and consumer experience.

RWA.LTD believes that the traditional consumer market has long suffered from information asymmetry, price opacity, and inactive membership systems, while the combination of blockchain and AI provides a new consumption model. By standardizing, digitizing, and placing consumer rights on-chain, consumers are no longer just end-buyers but can become active participants in the consumption network; brands are no longer limited to one-time interactions with consumers but can build stable, sustainable consumer relationships through on-chain tools.

Consumer RWA Alliance

At the Hong Kong Web3 Festival, the Consumer RWA Alliance, spearheaded by RWA.LTD, was inaugurated. The alliance aims to unite consumer brands, channel platforms, technology service providers, ecological partners, and cross-regional resource providers to jointly promote the co-construction of standards, ecological synergy, and scenario implementation for consumer goods RWA. The alliance members attending the unveiling ceremony included Dr. and Professor Lawrence Yu, Founder and Chairman of the Asia Pacific Economic Leaders’ Confederation; Dr. Wang Ping, President of the RWA Ecological International Federation and Chairman of the Asia Pacific M&A Fund; Dou Jun, Secretary General of the Hong Kong RWA Global Industry Alliance and Executive Secretary General of the Blockchain Professional Committee of the China Communications Industry Association (CCIA); Dr. Yu Jianing, Principal of Uweb Business School (Hong Kong) and Rotating Chairman of the Academic Committee of the Hong Kong Certified Digital Asset Analysts Association (HKCDAA); Dr. Jingle, Founder of Hong Kong Meta Strategy; Dr. Qiu Yueying, CEO of Winchain Technology; Tongjian Sun, CEO of INOVAI TECH K.K.; and Wen Hua, Director of the Australia & New Zealand Center of the Hong Kong RWA Global Industry Alliance, with RWA.LTD CEO Fu, Rao Tony serving as the Chairman. The establishment of the alliance marks an important step for consumer RWA moving from platform exploration to industry collaboration, signifying that the RWA narrative is extending from the relatively singular field of financial assets to the consumer industry which is more closely related to real life.

Industry insiders pointed out that the establishment of the Consumer RWA Alliance holds industry significance beyond platform business. On one hand, it helps break the market’s inherent impression of RWA as being “over-financialized” and encourages the outside world to re-recognize the application value of RWA as digital infrastructure in real consumption scenarios. On the other hand, it provides a new organizational framework for the Asian consumer market, making cross-regional brand cooperation, mutual recognition of consumer rights, and on-chain circulation mechanisms more operational. RWA.LTD stated that it hopes to promote the formation of a more diverse, open, and sustainable RWA world through the alliance mechanism, making RWA not just a synonym for asset securitization, but also a key driver for consumer innovation and industrial upgrading.

Regarding compliance issues of market concern, RWA.LTD provided a brief explanation in this announcement. Consumer goods tokens do not fall within the definition of “virtual assets” under Section 53ZRA of the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (AMLO), as they are neither payment tokens nor governance tokens. Even if there is overlap in certain characteristics, the relevant tokens can ultimately be defined as “Limited Purpose Digital Tokens” under Section 53ZR of the AMLO, which are explicitly excluded from the scope of “virtual asset” in the AMLO. Based on this, RWA.LTD does not fall within the regulatory scope of the Virtual Asset Trading Platform (VATP) licensing regime. Meanwhile, the U.S. SEC’s previous No-Action Letter to the Fuse project, along with the definition of “Digital Tools” in the regulatory interpretation published on March 17, 2026, further supports the stance that consumer goods tokens are non-securities, non-commodities, and are not regulated under the virtual asset framework. RWA.LTD emphasized that the company consistently adheres to advancing product design and business development within a compliance framework and will continue to monitor regulatory dynamics in different jurisdictions.

The RWA.LTD team possesses a rich international background and overseas market experience, having long followed the development trends of the Web3 and RWA markets in Europe and the United States. The team observed early on that the Asian RWA market has long been concentrated on financial narratives with relatively monotonous scenarios, and platforms that truly integrate deeply with mass consumption and high-frequency lifestyle scenarios remain scarce. Consequently, the team began preparing the consumer goods RWA platform as early as 2024, hoping to take the lead in completing infrastructure, model verification, and resource integration before an industry consensus was formed.

RWA.LTD CEO Fu, Rao Tony pointed out that consumer goods RWA is currently one of the directions most likely to land and scale quickly. Compared to financial RWA, consumer goods RWA has a stronger efficient foundation in terms of compliance structure, user understanding, scenario adaptation, and promotion paths. Its core value lies in using blockchain technology to release liquidity that the consumer industry has long lacked, allowing consumer rights—which were originally fragmented, dormant, non-tradable, or difficult to circulate across regions—to achieve more efficient allocation and redistribution. Through this mechanism, the relationship between brands, platforms, and consumers will be redefined.

Fu, Rao Tony further stated that as the digitalization of the Asian consumer market continues to improve, the combination of consumer RWA and the real consumer industry is expected to release trillion-dollar economic potential in the future. For Hong Kong, this is not just an emerging Web3 track, but could become an important hub connecting international consumer networks with digital asset innovation. Hong Kong possesses unique advantages as an international financial center, an international trade center, and a highland for institutional innovation. If it can take the lead in forming scale synergy in the field of consumer RWA, it has the opportunity to occupy a leading position in the global wave of consumer asset digitalization.

In the future, RWA.LTD will continue to advance its layout around consumer goods RWA infrastructure construction, ecological cooperation expansion, alliance network improvement, and AI consumer tool research and development, exploring new on-chain paradigms for the consumer industry with more brands, institutions, and partners. As the Mall, Exchange, Fund, and Bot sectors gradually mature, RWA.LTD hopes to drive consumer RWA from concept to large-scale application, providing a more efficient, intelligent, and participatory new value network for the Asian and global consumer markets.

About RWA.LTD

RWA.LTD is positioned as the Asian consumer goods asset trading center, committed to enhancing consumption efficiency with AI, reconstructing consumer value distribution with Web3, and establishing cross-city and cross-country consumer alliance networks via tokens. The company focuses on the consumer goods RWA track, continuously promoting the digitalization of consumer rights, the circulation of consumer assets, and the synergy of the consumer ecosystem to explore the future consumption model of “Smarter Consumer”.

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SOURCE RWA.LTD

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Fox ESS Ranks No. 1 Globally in Residential Energy Storage

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WENZHOU, China, April 23, 2026 /CNW/ — Fox ESS, a global leader in renewable energy solutions, has been ranked No. 1 among residential energy storage providers worldwide for 2025, based on MWh shipments in S&P Global Energy’s Residential Energy Storage Market Tracker.

The report also places Fox ESS at No. 1 in Germany and the UK, highlighting the company’s momentum in key markets and expanding distribution footprint.

Compared with 2024, Fox ESS’s global market share rose 50% in 2025, reinforcing its position in a rapidly growing residential storage sector. The company has continued to scale internationally, with global headcount doubling from the end of 2024. As of April 2026, Fox ESS employs more than 5,000 people worldwide, and has added local support through new offices, including in Sydney, Australia.

“We’re thrilled for this remarkable achievement. It reflects our commitment to innovation and product quality, and to making clean, reliable energy practical for households around the world,” said Michael Zhu, CEO of Fox ESS. “We will continue pushing the boundaries to deliver solutions that help homes and businesses move toward energy independence.”

Notably, Fox ESS has launched the Champion’s Choice campaign globally, combining the endorsement of sports champions with recognition from prestigious organizations. With the first stop in Australia, the company signed Ian Thorpe, a five-time Olympic champion last December. The campaign underscores Fox ESS’s ambition to deliver better value for customers and partners.

Fox ESS is committed to building long-term trust with customers and partners. The company delivers reliable, high-quality energy storage systems engineered for consistent performance, supported by rigorous quality-control processes designed to help ensure every product meets the highest standards.

Fox ESS develops solutions that serve both installers and end users. With ongoing investment in R&D, the company stays ahead of evolving market needs, helping installers work more efficiently while enabling homeowners to move toward energy transition and reduce electricity costs.

With a team of more than 400 experts in R&D, Fox ESS continues to refine its product design for easier transportation, installation, and everyday use. The AI-powered FoxCloud app also makes energy management more intuitive, enabling users to monitor and control home energy consumption, manage smart devices, and track detailed generation and usage data in a single streamlined platform, delivering greater peace of mind.

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SOURCE Fox ESS

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Deepvein Mining Tech Wins NY Product Design Gold for Exploration Robotics

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SHANGHAI, April 23, 2026 /PRNewswire/ — Deepvein Mining Tech, a developer of robotic systems for mining operations, has received Gold at the 2026 NY Product Design Awards for its Intelligent Geological Mapping and Geochemical Sampling Quadrupedal Robots, a robotics series developed for mineral exploration in remote and high-risk field environments.

The NY Product Design Awards, organized by the International Awards Associate (IAA), recognize achievements in product design and industrial innovation worldwide.

Mining exploration has become increasingly costly and technically challenging as easily accessible deposits are depleted, particularly in remote and geologically complex regions where fieldwork can be slow, labor-intensive and operationally demanding.

Deepvein’s award-winning robotics series was developed to address those constraints through a combination of quadrupedal robotic hardware and integrated software systems. The solution supports route planning, equipment coordination, sample logging and geological data management, helping standardize field operations and reduce manual workloads.

Designed for geological mapping and geochemical sampling, the robotic units can autonomously perform targeted collection tasks while reducing repeated manual fieldwork. A single operating cycle can gather approximately 30 to 50 samples.

According to deployment data from company-operated mining assets in Africa, exploration data collection cycles were reduced from around 12 months to one week, while overall workflow costs fell by approximately 40%.

Beyond efficiency gains, the use of robotic systems in steep, high-temperature or hard-to-access areas can help reduce personnel exposure to hazardous conditions. Improved targeting and digital workflow management can also limit unnecessary surface disturbance during early-stage exploration.

Deepvein is developing a broader portfolio of mining robotics covering the industry lifecycle, with future applications expected in transport support, inspection, maintenance and site rehabilitation, alongside continued iteration of its exploration-stage systems.

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SOURCE Deepvein Mining Tech

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