form10k123111.htm

10-K 1 form10k123111.htm FORM 10-K DATED DEC 31, 2011 form10k123111.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended December 31, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File No. 0-7843

4Kids Entertainment, Inc.

(Exact name of registrant as specified in its charter)

New York 13-2691380

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

53 West 23rd Street, New York, New York 10010

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 758-7666

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes __ No X

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes___ No X

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X No __

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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

Large accelerated filer ___ Accelerated filer___ Non-accelerated filer ___ Smaller reporting company X

(Do not check if a smaller reporting company)

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

The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the $0.16 closing price of the Common Stock on June 30, 2011 as reported on the OTC Bulletin Board, was approximately $1,159,149. The calculation of the aggregate market value of voting stock excludes shares of Common Stock held by current executive officers, directors, and stockholders that the registrant has concluded are affiliates of the registrant. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes __ No __

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common Stock, $.01 Par Value 13,653,824

(Title of Class) (No. of Shares Outstanding at March 22, 2012)

Portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 21, 2012 are incorporated by reference into Part III of this Annual Report on Form 10-K.

FORM 10-K REPORT INDEX

10-K Part and Item No.		Page No.


PART I
Item 1	Business	1
Item 1A	Risk Factors	5
Item 1B	Unresolved Staff Comments	9
Item 2	Properties	9
Item 3	Legal Proceedings	9
Item 4	Mine Safety Disclosures	12

PART II
Item 5	Market for the Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6	Selected Financial Data	13
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	29
Item 8	Financial Statements and Supplementary Data	29
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
Item 9A	Controls and Procedures	29
Item 9B	Other Information	30

PART III
Item 10	Directors and Executive Officers of the Registrant	30
Item 11	Executive Compensation	30
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item 13	Certain Relationships and Related Transactions	30
Item 14	Principal Accountant Fees and Services	31

PART IV
Item 15	Exhibits and Financial Statement Schedules	31

PART I

Throughout this Annual Report on Form 10-K, we “incorporate by reference” certain information in parts of other documents filed with the Securities and Exchange Commission (the “SEC”). The SEC allows us to disclose important information by referring to it in that manner. Please refer to such information.

This Annual Report on Form 10-K, including the sections titled "Item 1A. Risk Factors" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements that relate to future events or our future financial performance. We may also make written and oral forward-looking statements in our Securities and Exchange Commission ("SEC") filings and otherwise. We have tried, where possible, to identify such statements by using words such as "believe," "expect," "intend," "estimate," "anticipate," "will," "project," "plan" and similar expressions in connection with any discussion of future operating or financial performance. Any forward-looking statements are and will be based upon our then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements. Such risks and uncertainties include those described in "Item 1A. Risk Factors" below as well as other factors. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Throughout this Annual Report on Form 10-K, all dollar amounts are reported in thousands unless otherwise specified.

Item 1. Business.

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

4Kids’ consolidated financial statements have been prepared assuming that we will be able to continue to operate as a going concern. 4Kids historical recurring losses and negative cash flows from operations together with its Bankruptcy filing has caused 4Kids’ independent registered public accounting firm to include an explanatory paragraph in their report, expressing substantial doubt about 4Kids’ ability to continue as a going concern.

Chapter 11 Bankruptcy Proceedings – On April 6, 2011 (the “Petition Date”), the Company and all of its domestic wholly-owned subsidiaries (the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Cases”) under Title 11 of Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), which Bankruptcy Cases are jointly administered under Case No. 11-11607. The Company will continue to operate itself and its subsidiaries as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In general, as debtors-in-possession, we are authorized under Chapter 11 of the Bankruptcy Code to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. 4Kids Entertainment International, Ltd., the Company’s subsidiary based in London, England, and TC Digital Games LLC and TC Websites LLC, two domestic subsidiaries in each of which the Company holds a majority ownership, were not included in the filing and will continue to operate outside the Bankruptcy Cases.

Shortly after the Petition Date, the Debtors began notifying all known current or potential creditors of the Debtors regarding the commencement of the Bankruptcy Cases. Subject to certain exceptions under the Bankruptcy Code, the commencement of the Bankruptcy Cases automatically enjoined, or stayed, the continuation of any judicial or administrative proceedings or other actions against the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date. Thus, for example, most creditor actions to obtain possession of property from the Debtors, or to create, perfect or enforce any lien against the property of the Debtors, or to collect on monies owed or otherwise exercise rights or remedies with respect to a pre-petition claim are enjoined unless and until the Bankruptcy Court lifts the automatic stay.

After the filing of the Bankruptcy Cases, the United States Trustee for the Southern District of New York appointed an official committee of unsecured creditors (the “Creditors’ Committee”). The Creditors’ Committee and its legal representatives have a right to be heard on all matters that come before the Bankruptcy Court with respect to the Debtors. There can be no assurance that the Creditors’ Committee will support the Debtors’ positions on matters to be presented to the Bankruptcy Court in the future or on any bankruptcy plan, once proposed. Disagreements between the Debtors and the Creditors’ Committee could protract the Bankruptcy Cases, negatively impact the Debtors’ ability to operate and delay the Debtors’ emergence from Chapter 11. Under Section 365 and other relevant sections of the Bankruptcy Code, we may assume, assume and assign, or reject certain executory contracts and unexpired leases, including, without limitation, leases of real property and equipment, subject to the approval of the Bankruptcy Court and certain other conditions. Any description of an executory contract or unexpired lease in this report, including, where applicable, our express termination rights or a

quantification of our obligations, must be read in conjunction with, and is qualified by, any overriding rejection rights we have under Section 365 of the Bankruptcy Code.

On February 29, 2012, 4Kids and the Licensors (hereinafter defined) entered into a Settlement Agreement, dated as of February 27, 2012 (the “Settlement Agreement”), settling all claims brought by Licensors against 4Kids and all counterclaims brought by 4Kids against the Licensors in the Yu-Gi-Oh! Litigation. The Settlement Agreement provides, among other things, for the Licensors to make a payment to 4Kids in the amount of $8,000 upon the order of the Bankruptcy Court approving the Settlement Agreement becoming a final order. On March 9, 2012, the Bankruptcy Court issued an order approving the Settlement Agreement. Under the Settlement Agreement, the Licensors acknowledged that the Yu-Gi-Oh! Agreement remained valid, binding and legally enforceable with 4Kids continuing to serve as the exclusive licensing agent for the merchandise licensing, television broadcast and home video rights to the Yu-Gi-Oh! Property throughout the world outside of Asia. The Settlement Agreement further provided for each of 4Kids and the Licensors to release each other from all claims they may have against each other, other than certain indemnification claims and claims that may arise under the Settlement Agreement. The Settlement Agreement also provided that the agreement does not constitute an admission by any party of any violation of any agreement or law.

While the consummation of the Settlement Agreement represents a significant step in the process of resolving the Bankruptcy Cases, the timing of any resolution of the Bankruptcy Cases will depend on the timing and outcome of numerous other ongoing matters therein, and it is not possible at this time to accurately predict when such other matters will be resolved. We have incurred and will continue to incur significant costs associated with the Bankruptcy Cases. The amount of these costs, which began in April 2011 and are being expensed as incurred, are expected to significantly affect our results of operations, financial position and liquidity. The Bankruptcy Cases have also presented challenges to our ability to generate additional revenues in all of our business segments especially as it relates to the sales of commercial advertising.

The Company will consider all alternatives available to generate additional cash to fund its operations, including, but not limited to sales of assets, issuance of equity or debt securities, and third party arrangements subject to any limitations and procedures arising from the Bankruptcy Cases.

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

The Licensing segment accounted for approximately 73%, 83% and 70% of consolidated net revenues for the years ended December 31, 2011, 2010 and 2009, respectively.

Advertising Media and Broadcast - The Company, through a multi-year agreement (the “CW Agreement”) with The CW Network, LLC (“The CW”), leases The CW’s Saturday morning programming block (“The CW4Kids”) which broadcasts in most markets from 7am to 12pm for an initial term of five years beginning with The CW's 2008-2009 broadcast season. The Company provides substantially all programming content to be broadcast on The CW4Kids. 4Kids Ad Sales, Inc. (“4Kids Ad Sales”), a wholly-owned subsidiary of the Company, retains a portion of the revenue from its sale of network advertising time for the five-hour time period.

The Advertising Media and Broadcast segment also generates revenues from the sale of advertising on the Company’s multiple websites. These websites also showcase and promote The CW4Kids, as well as its many Properties.

The Advertising Media and Broadcast segment accounted for 13%, 6% and 8% of consolidated net revenues for the years ended December 31, 2011, 2010 and 2009, respectively.

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

original music for incorporation into television programming produced by 4Kids Productions and markets and manages such music. 4Kids Home Video distributes home videos associated with television programming produced by 4Kids Productions.

The Television and Film Production/Distribution segment accounted for 14%, 11% and 22% of consolidated net revenues for the years ended December 31, 2011, 2010 and 2009, respectively.

Discontinued Operation - Trading Card and Game Distribution - Through its wholly-owned subsidiary, 4Kids Digital Games, Inc. (“4Kids Digital”), the Company owns 55% of TC Digital Games LLC, a Delaware limited liability company (“TC Digital”) which produced, marketed and distributed the “Chaotic” trading card game. Through its wholly-owned subsidiary, 4Kids Websites, Inc. (“4Kids Websites”), the Company owns 55% of TC Websites LLC, a Delaware limited liability company (“TC Websites”) which owns and operated www.chaoticgame.com, the companion website for the “Chaotic” trading card game. TC Digital and TC Websites are the exclusive licensees of certain patents covering the uploading of coded trading cards to a website where online game play and community activities occur. Effective September 30, 2010, the Company terminated the operations of TC Digital and TC Websites due to their continued lack of profitability. The termination of the business of TC Digital and TC Websites will enable the Company to further reduce costs and focus on its core businesses. As a consequence of the termination of their operations, TC Digital and TC Websites ceased supporting the Chaotic trading card game and website, effective October 1, 2010. The results of operations of TC Digital and TC Websites are reported in the Company’s consolidated financial statements as discontinued operations (see Note 13), subject to a noncontrolling interest. All prior financial statements have been reclassified to conform to the presentation of this discontinued operation.

Certain of the Company’s former executive officers have interests in Chaotic USA Digital Games LLC (“CUSA LLC”), Chaotic USA Entertainment Group, Inc. (“CUSA”) and certain other entities with which TC Digital and TC Websites have engaged in transactions since their formation. Information regarding these relationships can be found in Note 19.

Liquidity - In recent years, the Company has incurred substantial net losses and has used substantial amounts of cash in its operating activities. Sales by the Company of certain securities held in its investment portfolio as well as certain other assets have significantly contributed to the funding of these operating losses. While the timing of these sales was not primarily motivated by then current cash needs, without these sales the Company would not have had sufficient cash to fund its operations. During the first quarter of 2011, the Company determined that it was necessary to generate additional cash to fund its operations and sold its remaining investment securities with a par value of $18,450 and an adjusted cost basis of $7,126 for $6,216. Accordingly, the Company recorded a loss on the sale of investment securities of $910 for the year ended December 31, 2011.

On March 24, 2011, the Company received a letter from Nihon Ad Systems, Inc. on behalf of itself and TV Tokyo Corporation (collectively, the “Licensors”), purporting to terminate the agreement dated July 1, 2008 between the Licensors and the Company with respect to the Yu-Gi-Oh! Property (“the Yu-Gi-Oh! Agreement”), which accounted for approximately 36% of the Company’s net revenue for the year ended December 31, 2010, for alleged breaches of the Yu-Gi-Oh! Agreement by the Company. On March 24, 2011, the Licensors filed a lawsuit against the Company in the United States District Court for the Southern District of New York also claiming that the Company has breached the Yu-Gi-Oh! Agreement and seeking more than $4,700 in damages.

On December 29, 2011, the Bankruptcy Court issued its decision ruling in favor of 4Kids in the first phase of the Yu-Gi-Oh! Litigation. In its 154 page decision, the Bankruptcy Court ruled that the Yu-Gi-Oh! Agreement was not effectively terminated by the Licensors prior to the 4Kids’ bankruptcy filing on April 6, 2011. Rather, the Bankruptcy Court ruled that the Yu-Gi-Oh! Agreement remained in full force and effect and is property of the 4Kids’ bankrupt estate. In addition, the Court’s opinion carefully considered each of the Licensors’ nine audit findings totaling over $4,700 and concluded that audit findings totaling approximately 99% of the amount claimed by the Licensors were "meritless". The remaining two audit claims totaling $48, which 4Kids does not dispute, were offset by the roughly $800 credit balance in favor of 4Kids as of March 24, 2011, the date that the Licensors sent 4Kids the purported notice of termination, and the $1,000 good-faith payment made by 4Kids on March 17, 2011 which was subsequently returned to 4Kids on January 24, 2012.

On February 29, 2012, 4Kids and the Licensors entered into a Settlement Agreement, dated as of February 27, 2012 (the “Settlement Agreement”), settling all claims brought by Licensors against 4Kids and all counterclaims brought by 4Kids against the Licensors in the Yu-Gi-Oh! Litigation. The Settlement Agreement provides, among other things, for the Licensors to make a payment to 4Kids in the amount of $8,000 upon the order of the Bankruptcy Court approving the Settlement Agreement becoming a final order. On March 9, 2012, the Bankruptcy Court issued an order approving the Settlement Agreement. Under the Settlement Agreement, the Licensors acknowledged that the Yu-Gi-Oh! Agreement remained valid, binding and legally enforceable with 4Kids continuing to serve as the exclusive licensing agent for the merchandise licensing, television broadcast and home video rights to the Yu-Gi-Oh! Property throughout the world outside of Asia. The Settlement Agreement further provided for each of 4Kids and the Licensors to release each other from all claims they may have against each other, other than certain indemnification claims and claims that may arise under the Settlement Agreement.

The Settlement Agreement also provided that the agreement does not constitute an admission by any party of any violation of any agreement or law.

In 2011, the Company incurred significant costs in connection with the Bankruptcy Cases. The Company expects these costs to continue throughout the Bankruptcy proceedings. The Company’s overall cash position as of December 31, 2011, together with the realized and anticipated effects of the significant cost cutting initiatives implemented by the Company during 2009, 2010 and throughout 2011 provides only limited liquidity to fund the Company’s day-to-day operations. The financial challenges facing the Company as a result of its recent history of losses and the limited liquidity available to it to fund day-to-day operations raise substantial doubt about the Company’s ability to continue as a going concern. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the success of our reorganizational efforts and a number of other factors, including our ability to generate additional revenues. The Company’s financial statements have been prepared assuming that the Company will continue as a going concern and do not contain any adjustments that may result from the outcome of this uncertainty.

Financial Information About Industry Segments - Financial information regarding the Company’s industry segments and non-U.S. sales and assets can be found in Note 21 of the notes to the Company’s consolidated financial statements.

Dependence on a Few Sources of Revenues - The Company typically derives a substantial portion of its revenues from a small number of Properties, which usually generate revenues for only a limited period of time. The Company’s revenues are highly subject to changing trends in the toy, game and entertainment businesses, causing dramatic increases and decreases from year to year due to the popularity of particular Properties. It is not possible to accurately predict the length of time that a Property will be commercially successful and/or if a Property will be commercially successful at all. Due to these factors, the Company must continually seek new properties from which it can derive revenues. In addition, the Company also does not control the timing of the release of products by licensees which can affect both the amount of licensing revenues earned and the periods during which such revenues are recognized.

One Property, “Yu-Gi-Oh!” represented 57%, 36% and 26% of consolidated net revenues for fiscal 2011, 2010 and 2009, respectively. One licensee, Konami Corporation, represented 45%, 39% and 18% of consolidated net revenues for fiscal 2011, 2010 and 2009, respectively. For more information on the Company’s Revenues/Major Customers, please see Note 8 of the notes to the Company’s consolidated financial statements.

Trademarks and Copyrights - Except as provided below, the Company generally does not own any trademarks or copyrights in Properties which the Company represents as a merchandising agent. The trademarks and copyrights are typically owned by the creators of the Properties or by other entities, which may have expended substantial amounts of resources in developing or promoting the Properties.

The Company owns the copyrights and trademarks to “Charlie Chan” and the “WMAC Masters” live action television series. The Company is also a joint copyright holder of the “Cubix” CGI television series and the “Chaotic” animated television series produced by 4Kids Productions. Additionally, the Company is a joint copyright holder of the “Chaotic” trading card artwork for the “Chaotic” trading card game. The Company also jointly owns the copyright to the “Chaotic” trading card game as it relates to revisions to the original “Chaotic” trading card game previously sold in Denmark.

Seasonal Aspects - A substantial portion of the Company’s revenues and net income are subject to the seasonal and trend variations of the toy and game industry. Typically, a majority of toy orders are shipped in the third and fourth calendar quarters. Historically, the Company’s net revenues from toy and game royalties during the second half of the year have generally been greater than during the first half of the year. Additionally, advertising revenues derived from the sale of commercial time on The CW4Kids is generally higher in the fourth quarter due to higher advertising rates typically charged to children’s advertisers for advertising during the holiday season.

Competition - The Company’s principal competitors in the Licensing segment are the large media companies (e.g., Disney, Time Warner and Nickelodeon, which is owned by Viacom) with consumer products/merchandise licensing divisions, toy companies, other licensing companies, and numerous individuals who act as merchandising agents. There are also many independent product development firms with which the Company competes. Many of these companies have substantially greater resources than the Company and represent properties which have been commercially successful for longer periods than the Properties represented by the Company. The Company believes it would be relatively easy for a potential competitor to enter the market in light of the relatively small investment required to commence operations as a merchandising agent.

The Company’s Advertising Media and Broadcast segment also operates in a highly competitive marketplace against large media companies (e.g., Disney, Time Warner, CBS, NBC and Nickelodeon, which is owned by Viacom) with substantially greater resources and distribution networks than the Company. The Company’s ability to derive advertising revenue from the sale of commercial time on The CW4Kids, as well as internet advertising on its websites, substantially depends on the popularity of the television shows that the Company broadcasts. The Company also faces significant competition from other

television broadcasters and cable networks, which also broadcast children’s television shows on Saturday mornings and sell advertising on their related websites.

The Company’s Television and Film Production/Distribution segment competes with all forms of entertainment directed at children. There are a significant number of companies that produce and/or broadcast television programming, distribute theatrical motion pictures and home videos for the children’s audience and program websites directed to children. The Company also competes with these companies to obtain creative talent to write, adapt, score, provide voice-overs and produce the television programs and theatrical motion pictures marketed by the Company.

Employees - As of March 22, 2012, the Company had a total of 71 full-time employees in its domestic and international operations. Of the total, 37 employees were primarily rendering services for the Licensing segment, 13 were primarily rendering services for the Advertising Media and Broadcasting segment and 21 were primarily rendering services for the Television and Film Production/Distribution segment. The Company also hires additional employees on a program-by-program basis whose compensation is typically allocated to the capitalized cost of the related programming.

Available Information - The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, and the Proxy Statement for its Annual Meeting of Stockholders are made available, free of charge, through its website, www.4kidsentertainment.com, as soon as reasonably practicable after such reports have been filed with or furnished to the Securities and Exchange Commission (the “SEC”). In addition, you may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site, www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Executive Officers of the Company

Name	Age	Employed By Registrant Since	Recent Position(s) Held As Of March 22, 2012

Bruce R. Foster	52	2002	Executive Vice President and Chief Financial Officer
Samuel R. Newborn	57	2000	Executive Vice President and General Counsel
Brian Lacey	61	2003	Executive Vice President, International
Daniel Barnathan	57	2002	President of 4Kids Ad Sales, Inc.

Item 1A. Risk Factors.

The following significant factors, as well as others of which we are unaware or deem to be immaterial at this time, could materially adversely affect our business, financial condition or operating results in the future. Therefore, the following information should be considered carefully together with other information contained in this report. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Operating under Chapter 11 of the Bankruptcy Code (“Chapter 11”) may restrict our ability to pursue our strategic and operational initiatives.

Under Chapter 11, transactions outside the ordinary course of business are subject to the prior approval of the Bankruptcy Court, which may limit our ability to respond in a timely manner to certain events or take advantage of certain opportunities.

The pursuit of the Bankruptcy Cases has consumed and will continue to consume a substantial portion of the time and attention of our corporate management and will impact how our business is conducted, which may have an adverse effect on our business and results of operations.

The requirements of the Bankruptcy Cases have consumed and will continue to consume a substantial portion of our corporate management’s time and attention and leave them with less time to devote to the operation of our business. This diversion of attention may materially adversely affect the conduct of our business, and, as a result, on our financial condition and results of operations.

There can be no assurance that the Creditors’ Committee will support the Debtors’ positions on matters to be presented to the Bankruptcy Court in the future or on any bankruptcy plan, once proposed.

Disagreements between the Debtors and the Creditors’ Committee could protract the Bankruptcy Cases, negatively impact the Debtors’ ability to operate and delay the Debtors’ emergence from Chapter 11.

The Company has incurred and will continue to incur significant costs in connection with the Bankruptcy Cases.

The Company’s results have been negatively impacted by the significant costs incurred by it in connection with the Bankruptcy Cases. The Company expects these costs to continue throughout the Bankruptcy proceedings and may materially adversely affect our business, and, as a result, our financial condition and results of operations.

We may experience increased levels of employee attrition.

During the pendency of the Bankruptcy Cases, we may experience increased levels of employee attrition, and our employees are facing considerable distraction and uncertainty. A loss of key personnel or material erosion of employee morale could have a material adverse affect on our business and results of operations.

Because we have less than 300 record holders of our common stock, we may elect at any time to terminate our reporting obligations under the Securities Exchange Act. If we choose to do so, our stock price would likely decline.

Because we have less than 300 record holders of our common stock, we can suspend our reporting obligations under the Securities Exchange Act at any time by filing a Form 15 with the SEC. If we were to terminate our reporting obligations, we would no longer be required to file periodic reports, including financial information, proxy solicitation materials, or other information with the SEC. This action would cause our common stock to be de-listed from the OTC Bulletin Board, which would likely negative affect the liquidity, trading volume and trading prices of our common stock. In addition, our ability to raise financing could be negatively impacted due to a lack of publicly available information about the Company.

Trading in our securities during the pendency of the Bankruptcy Cases is highly speculative and poses substantial risks. Our common stock may be cancelled and holders of such common stock may not receive any distribution with respect to, or be able to recover any portion of, their investments.

It is not known at this stage of the Bankruptcy Cases if any plan of reorganization would allow for distributions with respect to our common stock. In the event of cancellation of these equity interests, amounts invested by such holders in common stock will not be recoverable. Trading prices for our common stock may bear little or no relationship to the actual recovery, if any, by the holders thereof in the Bankruptcy Cases. Accordingly, we urge extreme caution with respect to existing and future investments in our common stock.

We have been and may continue to be negatively affected by adverse general economic and other conditions.

Conditions in the domestic and global economies are extremely unpredictable and our business has been impacted by changes in such conditions. Softening global economies, stock market uncertainty and wavering consumer confidence caused by economic weakness, the decline in the housing market, the threat or occurrence of terrorist attacks, war or other factors generally affecting economic conditions have adversely affected our business, financial condition and results of operations and may continue to do so in the future.

Recent turmoil in U.S. and foreign credit markets, equity markets, and in the global financial services industry, including the bankruptcy, failure, collapse or sale of various financial institutions and an unprecedented level of intervention from the U.S. and foreign governments, have continued to place pressure on the global economy and affect overall consumer spending, spending by advertisers and the availability of credit to us, our clients, and our customers. If conditions in the global economy, U.S. economy or other key vertical or geographic markets remain uncertain or weaken further, they may have a further material adverse effect on our business, financial condition and results of operations.

The changing entertainment preferences of consumers could adversely affect our business.

Our business and operating results depend upon the appeal of our Properties, product concepts and programming to consumers. Consumer entertainment preferences, as well as industry trends and demands are continuously changing and are difficult to predict as they vary over time. In addition, as entertainment properties often have short life cycles, there can be no assurances that:

(i)	our current Properties, product concepts or programming will continue to be popular for any significant period of time;

(ii)	new Properties, product concepts or programming we represent or produce will achieve and or sustain popularity in the marketplace;

(iii)

a Property’s life cycle will be sufficient to permit us to recover revenues in excess of the costs of advance payments, guarantees, development, marketing, royalties and other costs relating to such Property; or

(iv)	we will successfully anticipate, identify and react to consumer preferences.

Our failure to accomplish any of these events could result in reduced overall revenues, which could have a material adverse effect on our business, financial condition and results of operations. In addition, the volatility of consumer preferences could cause our revenues and net income to vary significantly between comparable periods.

Revenues from our Licensing segment are largely derived from a small number of Properties and are subject to changing industry trends.

We have historically derived a substantial portion of our licensing revenues from a small number of Properties which usually generate revenues only for a limited period of time. For the year ended December 31, 2011, we derived approximately 70%, or $6,245 of our licensing revenues from two Properties. Our licensing revenues are also subject to the changing trends in the toy, game and entertainment industries. Consequently, our licensing revenues may be subject to dramatic increases and decreases from particular sources over time. In addition, we do not control the timing of the release of products by licensees which can affect both the amount of licensing revenues earned and the periods during which such revenues are recognized. A significant decrease in our licensing revenues could have a material adverse impact on our financial condition and results of operations.

Revenues from our Licensing segment are directly impacted by the amount of retail shelf space dedicated to our Properties.

As an exclusive merchandising agent, we grant licenses to third parties to manufacture and sell all types of merchandise based on the Properties that we represent. The ability of these third parties to design, manufacture, and ultimately market and sell this merchandise through various distribution channels has a direct impact on our revenues. If these third parties are not successful in obtaining distribution or placement for this merchandise at retail, the performance of certain Properties could suffer which could have a material adverse impact on our financial condition and results of operations.

We must continually seek new Properties from which we can derive revenues.

It is difficult to predict whether a Property will be successful, and if so, for how long. Because of this, we are constantly seeking new Properties that are already successful or that we believe are likely to become successful in the future. If we are unable to identify and acquire the rights to successful new Properties, our revenues, financial condition and results of operations could be adversely affected.

Our business is seasonal and highly dependent on our performance during the holiday season.

A high percentage of our annual operating results have historically depended on our performance during the holiday season. Sales of our licensed toy and game concepts are seasonal and most retail sales of these products occur during the third and fourth fiscal quarters. Also, as a result of the increased demand for commercial time by children’s advertisers during the holiday season, a significant portion of the revenues of 4Kids Ad Sales is generated during the fourth fiscal quarter. The financial results of The CW4Kids will be affected by how successful it is in attracting viewers during the holiday season. As a result of the seasonal nature of our business, we would be significantly and adversely affected by unfavorable economic conditions and other unforeseen events during the holiday season, such as a terrorist attack or a military engagement, that negatively affect the retail environment or consumer buying patterns. In addition, a failure by us to supply programming to The CW4Kids during the holiday season could have a material adverse impact on our financial condition and results of operations.

We operate in a highly competitive marketplace.

Licensing. Our principal competitors in the Licensing segment are the large media companies (e.g., Disney, Time Warner and Nickelodeon, which is owned by Viacom) with consumer products/merchandise licensing divisions, toy companies, other licensing companies, and numerous individuals who act as merchandising agents. There are also many independent product development firms with which we compete. Many of these companies have substantially greater resources than we do and represent properties which have been commercially successful for longer periods than our Properties. We believe that it would be relatively easy for a potential competitor to enter this market in light of the relatively small investment required to commence operations as a merchandising agent.

Advertising Media and Broadcast. Our Advertising Media and Broadcast segment also operates in a highly competitive marketplace against large media companies (e.g., Disney, Time Warner, CBS, NBC and Nickelodeon, which is owned by Viacom) with substantially greater resources and distribution networks than we have. Our ability to derive advertising revenues from the sale of commercial time on The CW4Kids, substantially depends on the popularity of the television shows that we broadcast. We also face significant competition from other television broadcasters and cable networks, which also broadcast children’s television shows on Saturday mornings. Saturday morning broadcast television for children has been losing popularity over the last few years to the children’s cable television channels such as Nickelodeon, Cartoon Network and the Disney Channel. In addition, the popularity of the internet, video on demand, digital video recording of programming

and other trends have caused a fragmentation of the audience. Both of these trends have resulted in lower advertising revenues from the sale of advertising time on The CW4Kids. The continued reduction of advertising revenues, as a result of these and other trends, has adversely affected our business and the results of operations.

Television and Film Production/Distribution. Our Television and Film Production/Distribution segment competes with all forms of entertainment directed at children. There are a significant number of companies that produce and/or broadcast television programming and distribute theatrical motion pictures and home videos for the children’s audience. We also compete with these companies to obtain creative talent to write, adapt, score, provide voice-overs and produce the television programs and theatrical motion pictures marketed by us.

Our broadcasting costs may increase or our advertising revenues may decrease due to events beyond our control.

The success of our Advertising Media and Broadcast segment is largely dependent on the amount of advertising revenues generated from sales of network advertising on The CW4Kids. Recently, there has been increased scrutiny of food advertising directed at children as a result of childhood obesity concerns. In response to these concerns, many significant food advertisers have reduced or eliminated advertising of food products directed toward children resulting in a reduction in the advertising dollars spent in the children’s television and internet advertising marketplace. In addition, international, political and military developments may result in increases in broadcasting costs or loss of advertising revenue due to, among other things, the preemption of our programming.

Our future success is dependent on certain key employees.

The success of our business depends to a significant extent upon the skills, experience and efforts of a number of senior management personnel and other key employees. The loss of the services of any of our senior management personnel or other key employees could have a material adverse effect on our business, results of operations or financial condition. On January 11, 2011, we announced that Alfred R. Kahn had retired and resigned from his position as Chief Executive Officer of the Company, as Chairman of the Company’s Board of Directors, and as a member of our Board of Directors, effective January 10, 2011. Our Company’s Board of Directors has appointed Director Michael Goldstein as interim Chairman and our existing executive senior management personnel are currently responsible for running our operations. We are not currently seeking a replacement chief executive officer pending the outcome of the process currently being undertaken by a special committee of our Board of Directors formed for the purpose of exploring potential strategic alternatives. Due to financial uncertainty affecting the Company and our limited resources, we may have difficulty in attracting new executive talent.

We may not be able to successfully protect our intellectual property rights.

We rely on a combination of copyright, trademark, patent and other proprietary rights laws to protect the intellectual property rights that we own or license. It is possible that third parties may challenge our rights to such intellectual property. In addition, there is a risk of third parties infringing upon our licensors’ or our intellectual property rights and producing counterfeit products. These events may result in lost revenue as well as litigation, which may be expensive and time-consuming even if a favorable outcome is obtained. There can be no assurance that adequate remedies would be available for any infringement of the intellectual property rights owned or licensed by the Company. Any such failure to successfully protect our intellectual property rights may have a material adverse effect on our competitive position.

We may be subject to audit claims from our partners.

We may be subject to audits by certain of our Property partners. There can be no assurance that the parties will conclude their discussions regarding the audit issues satisfactorily. Any such failure to successfully resolve any audit issues may result in litigation which may have a material adverse effect on our financial position or the results of our operations.

We must be able to respond to rapidly changing technology occurring within our industry.

Our success will depend, in part, on our ability to anticipate and adapt to numerous changes in our industry resulting from technological developments such as the internet, broadband distribution of entertainment content and the adoption of digital television standards. These new distribution technologies may diminish the size of the audience watching broadcast television and require us to fundamentally change the way we market and distribute our Properties. For example, digital technology is likely to accelerate the convergence of broadcast, telecommunications, internet and other media and could result in material changes in the regulations, intellectual property usage and technical platforms on which our business relies. These changes could significantly decrease our revenues or require us to incur significant capital expenditures.

Potential labor disputes may lead to increased costs or disrupt the operation of our business.

The success of our business is dependent on our employees who are involved with our domestic and international operations. Any labor dispute may adversely affect one or more of our business segments through increased costs of operating such segment or disruption of the operations of such segment which could adversely affect our results of operations.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The following table sets forth, with respect to properties leased (none are owned) by the Company on December 31, 2011, the location of the property, the date on which the lease expires and the use which the Company makes of such facilities:

Address	Expiration of Lease	Use	Approximate Square Feet

53 West 23rd Street, 11th Floor New York, New York	June 30, 2017	Executive, Administrative and Production Facilities	25,000

1st Floor Mutual House 70 Conduit Street London, England	July 30, 2014	International Sales Office	2,400

The executive, marketing, sales and administrative offices are utilized by the Licensing and Advertising Media and Broadcast segments. The international sales office is utilized primarily by the Licensing Segment. The production and the website development facilities are primarily utilized by the Television and Film Production/Distribution segment.

Item 3. Legal Proceedings.

TCD International, Ltd. - On February 12, 2010, Home Focus Development, Ltd., a British Virgin Islands Corporation, (“Home Focus”) filed suit against 4Kids in the United States District Court for the Southern District of New York. Home Focus alleged that 4Kids owed Home Focus $1,075 under an Interest Purchase Agreement among 4Kids, Home Focus and TC Digital entered into on March 2, 2009 (the “Interest Purchase Agreement”), pursuant to which the Company acquired a 25% ownership interest in TCD International, Ltd. (“TDI”).

On April 26, 2010, 4Kids filed an answer and asserted various counterclaims against Home Focus and its owners, in their individual capacities. In its counterclaims, 4Kids has alleged that Home Focus failed to make its contractually required initial capital contribution of $250 to TDI necessary to acquire the 25% ownership interest in TDI it purported to sell to the Company and also failed to contribute its 50% share of the expenses. 4Kids has further asserted counterclaims of fraud and misrepresentation.

During the last few months, the parties have not proceeded with the litigation in light of the filing of the Bankruptcy Cases on April 6, 2011, which had the effect of automatically staying such litigation. The parties have had substantive discussions and have exchanged draft agreements regarding the possible resolution of the claims and counterclaims. There can be no assurance that the parties will conclude their settlement discussions satisfactorily.

Pokémon Royalty Audit - During the first quarter of 2010, The Pokémon Company International (“TPC”) commenced an audit of 4Kids covering the period from mid-2001 through 2008. On May 28, 2010, 4Kids received a letter from counsel for TPC (“TPC Letter”) claiming that the audit “identified deficiencies totaling almost $4,700” and demanding payment of the deficiency together with interest thereon. The TPC Letter failed to provide any schedules or other specific information regarding the alleged deficiencies. By letter dated June 11, 2010 (“4Kids Letter”), 4Kids disputed the allegations made in the TPC Letter and advised TPC that 4Kids would not be paying the alleged deficiency or any interest thereon. The 4Kids Letter also proposed that, as had been discussed by the parties, 4Kids would audit TPC which was the recipient and payee of Pokémon merchandise licensing, television broadcast and home video proceeds during the 2001 - 2008 period, and that after the completion of the parties’ respective audits, the parties would review the audit reports and discuss any outstanding issues.

On July 14, 2010, 4Kids and TPC executed a tolling agreement tolling the statute of limitations until October 21, 2010 with respect to TPC’s claims. 4Kids and TPC also agreed in the tolling agreement that neither party would commence any litigation against the other party until after the expiration of the tolling period in order to allow for the parties to complete their respective audits and to discuss the results thereof. During mid-June 2010, 4Kids commenced its audit of TPC which was completed in December 2010. On October 12, 2010, 4Kids and TPC executed an amendment to the tolling agreement extending the tolling of the statute of limitations until January 15, 2011. On January 26, 2011, 4Kids and TPC executed a second amendment to the tolling agreement extending the tolling of the statute of limitations until March 15, 2011. On March 25, 2011, 4Kids and TPC executed a third amendment to the tolling agreement extending the tolling of the statute of limitations until April 15, 2011. The parties have not sought to further extend the tolling agreement in light of the filing of the Bankruptcy Cases on April 6, 2011, which had the effect of automatically staying such claims.

Yu-Gi-Oh! Royalty Audit - During the first quarter of 2010, ADK, one of the Licensors, commenced an audit of 4Kids with respect to the amounts paid by 4Kids to ADK during the course of the 4Kids representation of Yu-Gi-Oh!, which started in 2001.

On June 25, 2010, 4Kids received a letter from counsel for ADK (“ADK Letter”) alleging that 4Kids had improperly deducted certain expenses from amounts paid to ADK and had failed to pay ADK a share of certain Yu-Gi-Oh! home video revenues. In addition, the ADK Letter requested that 4Kids provide additional documentation with respect to withholding taxes deducted from ADK’s share of Yu-Gi-Oh! revenues. The ADK Letter claimed that the total of the improper deductions and underpayments was approximately $3,000. By letter dated June 29, 2010 (“4Kids Yu-Gi-Oh! Letter”), 4Kids disputed substantially all of the allegations contained in the ADK Letter.

The ADK Letter also demanded that 4Kids and ADK sign a tolling agreement with an effective date of June 1, 2010 which would stop the running of the statute of limitations during the four month tolling period starting on June 1, 2010 and concluding on September 30, 2010. On June 29, 2010, 4Kids and ADK entered into the tolling agreement described above. On October 19, 2010, 4Kids and ADK signed an amendment to the tolling agreement extending the tolling period through December 31, 2010.

On December 20, 2010, 4Kids received a letter from ADK which alleged audit findings of $4,819. By letters dated December 29, 2010, 4Kids disputed substantially all of the alleged audit findings. On January 11, 2011, the parties entered into another amendment to the tolling agreement extending the tolling period through March 31, 2011.

On March 4, 2011, ADK requested a payment from the Company in order for representatives of the Licensors to agree to meet with representatives of the Company. On March 17, 2011, 4Kids made a $1,000 payment to ADK as a show of good-faith so that a meeting could take place with ADK to attempt to resolve the audit claims. Notwithstanding the $1,000 good-faith payment, the Company also reserved its rights to dispute all of ADK’s audit claims. On March 18, 2011, representatives of 4Kids met with representatives of ADK in a further, but ultimately unsuccessful, attempt to resolve the outstanding issues.

On March 24, 2011, 4Kids received a letter from the Licensors purporting to terminate the agreement dated July 1, 2008 between the Licensors and 4Kids with respect to the Yu-Gi-Oh! Property (the “Yu-Gi-Oh! Agreement”) for alleged breaches of the Yu-Gi-Oh! Agreement by 4Kids. The purported termination letter did not comply with the 10 business day notice and cure provision in the Yu-Gi-Oh! Agreement. On March 24, 2011, the Licensors filed a lawsuit against the Company in the United States District Court for the Southern District of New York also claiming that the Company has breached the Yu-Gi-Oh! Agreement on grounds substantially the same as those asserted in its audit findings and seeking more than $4,700 in damages (the “Yu-Gi-Oh! Litigation”).

On March 27, 2011, 4Kids, responding to the letter from the Licensors, completely rejected the purported termination of the Yu-Gi-Oh! Agreement by the Licensors as wrongful and devoid of any factual and legal basis. On March 30, 2011, the Company received a letter from counsel to the Licensors reiterating the Licensors’ position with respect to the termination of the Yu-Gi-Oh! Agreement.

The commencement of the Bankruptcy Cases automatically “stayed” the Yu-Gi-Oh! Litigation until such time as the Bankruptcy Court may order otherwise.

On May 13, 2011, the Debtors made a motion in the Bankruptcy Court for an order enforcing the automatic stay with respect to 4Kids’ rights under the Yu-Gi-Oh! Agreement, requesting that the Bankruptcy Court confirm that the automatic stay applied to the purported termination of such agreement by the Licensors on March 24, 2011. On May 18, 2011, the United States District Court judge approved the stipulated order referring the litigation to the United States Bankruptcy Court for the Southern District of New York. On June 2, 2011, the Bankruptcy Court entered a stipulated Order confirming that the automatic stay applied to the purported termination of the Yu-Gi-Oh! Agreement and reaffirmed that 4Kids may exercise its rights under the Yu-Gi-Oh! Agreement pending the outcome of the litigation between 4Kids and the Licensors.

On June 10, 2011, 4Kids filed its answer and counterclaims against the Licensors. 4Kids disputed substantially all of the audit claims asserted by Licensors in their complaint and asserted counterclaims against the Licensors arising from the termination of the Yu-Gi-Oh! Agreement. The 4Kids counterclaims seek damages from the Licensors’ wrongful termination of the Yu-Gi-Oh! Agreement.

The trial in the Yu-Gi-Oh! Litigation, initially to determine whether the purported termination of the Yu-Gi-Oh! Agreement was effective and whether any amounts owed by 4Kids to the Licensors exceed the credits claimed by 4Kids for amounts paid or advanced to Licensors, commenced in the Bankruptcy Court on August 29, 2011 and concluded on September 23, 2011.

Wildcat Intellectual Property Holdings, LLC v. 4Kids Entertainment, Inc. et al. On July 5, 2011, Wildcat Intellectual Property Holdings, LLC filed suit against 4Kids, Chaotic USA Entertainment Group, Inc., Electronic Arts Inc., Konami Digital Entertainment, Inc., Nintendo of America Inc., Panini America, Inc., Pokémon USA, Inc., Sony Computer Entertainment America LLC, Sony Online Entertainment LLC, The Topps Company, Inc., Wizards of the Coast LLC and Zynga Inc. (collectively the "Wildcat Defendants) in the United States District Court for the Eastern District of Texas seeking damages and other various fees. The suit alleges that the Wildcat Defendants infringed upon United States Patent Number 6,200,216 entitled "Electronic Trading Card". Since the Wildcat suit with respect to 4Kids pertains to alleged actions by 4Kids occurring prior to the commencement of the Bankruptcy Cases, the Wildcat suit is "stayed" by the 4Kids bankruptcy.

Lehman Brothers, Inc. Claim - The Company believes that Lehman Brothers, Inc., the securities broker-dealer that purchased the auction rate securities on behalf of the Company violated its legal obligations to the Company. As a result, the Company took various measures to obtain appropriate legal relief, including initiating an arbitration on April 3, 2008 against Lehman Brothers, Inc. and the brokers who had serviced the Company’s Lehman account with the Financial Industry Regulatory Authority. On September 15, 2008, Lehman Brothers Holdings, Inc., the parent company of Lehman Brothers, Inc., filed for bankruptcy. The Company’s arbitration proceeding was stayed by the Lehman bankruptcy. On September 16, 2008, Barclays PLC announced that it had reached an agreement to purchase the assets of Lehman Brothers Holdings, Inc.’s North American operations, including substantial assets of Lehman Brothers, Inc. The Lehman-Barclays transaction was approved by the United States Bankruptcy Court for the Southern District of New York on September 20, 2008. On September 19, 2008, the Securities Investor Protection Corporation (“SIPC”) filed a proceeding, placing Lehman Brothers, Inc. in liquidation under the Securities Investor Protection Act (“SIPA”). SIPC, pursuant to its authority under SIPA, has acted to facilitate the transfer of Lehman Brothers, Inc.’s customer accounts (including the Company’s accounts) to Barclays, PLC. In late September, 2009, the Company filed a proof of claim against Lehman Brothers, Inc. in the United States Bankruptcy Court for the Southern District of New York. The principal amount of the claim was approximately $31,500 plus interest. In addition, the proof of claim requested treble damages. The proof of claim is a general unsecured claim. The Company’s claim against Lehman Brothers, Inc. is still pending and there has been no determination made as to the validity or allowed amount of the claim. On October 18, 2011, the Company entered into a settlement agreement and general release with the brokers who had serviced the Company’s account with Lehman Brothers, Inc. for approximately $489.

The Company, from time to time, is involved in litigation, contract disputes and claims arising in the ordinary course of its business. Except as described above, the Company does not believe that such litigation to which the Company or any subsidiary of the Company is a party or of which any of their Properties is the subject or any claims made against it will, individually or in the aggregate, have a material adverse effect on the Company’s financial position or the results of its operations or cash flows.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) Market Information - Our Common Stock has been quoted on the OTC Bulletin Board Market since June 1, 2010 under the trading symbol “KIDEQ.PK”. Prior to June 1, 2010, our common stock was listed for trading on the New York Stock Exchange under the symbol “KDE”. The following table indicates high and low sales quotations for the periods indicated based upon information reported by the New York Stock Exchange and the OTC Bulletin Board. The prices quoted on the OTC Bulletin Board reflect inter-dealer prices, without retail mark-up, markdown or commissions. The OTC Bulletin Board prices listed below may not represent actual transaction prices.

2011	Low		High
First Quarter	$	0.18	$	0.72
Second Quarter		0.06		0.28
Third Quarter		0.10		0.25
Fourth Quarter		0.06		0.24

2010	Low		High
First Quarter	$	1.01	$	1.70
Second Quarter		0.55		1.25
Third Quarter		0.53		0.80
Fourth Quarter		0.32		0.64

(b) Holders - The approximate number of holders of record of the Company’s Common Stock on March 22, 2012 was 286.

(c) Dividends - There were no dividends or other distributions made by the Company during 2011 or 2010. Future dividend policies will be determined by the Board of Directors based on the Company’s earnings, financial condition, capital requirements and other existing conditions. It is anticipated that cash dividends will not be paid to the holders of the Company’s Common Stock in the foreseeable future.

(d) Equity Compensation Plan Information - Information regarding the Company’s equity compensation plans is incorporated by reference to Item 12 in Part III of this Form 10-K.

(e) Performance Graph - The following graph compares the cumulative total shareholders return of our common stock with the cumulative return of the Standard & Poor’s Small Cap 600 Index (“S&P 600”), the Russell 2000 Index (“Russell 2000”) and a group of companies, consisting of The Walt Disney Company, Time Warner, Inc., World Wrestling Entertainment, Inc., and Mattel, Inc. (“Peer Group”) for the period beginning December 31, 2006 and ending December 31, 2011. The graph assumes that $100 was invested on December 31, 2006, and that any dividends were reinvested. Marvel Entertainment, Inc. was removed from the peer group as it was purchased by The Walt Disney Company in 2009. The Company intends to continue to evaluate and identify potential companies which may be appropriate for its Peer Group.

	December 31,
		2006		2007		2008		2009		2010		2011
4Kids	$	100.00	$	72.17	$	10.76	$	8.73	$	2.25	$	0.77
S&P 600	$	100.00	$	98.78	$	67.18	$	83.15	$	103.93	$	103.76
Russell 2000	$	100.00	$	98.43	$	65.18	$	46.69	$	58.50	$	55.31
Peer Group	$	100.00	$	86.93	$	62.97	$	101.78	$	115.09	$	116.54

(f)	Purchases of Equity Securities by the Issuer -

None

Item 6. Selected Financial Data.

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

Our selected financial data presented below has been derived from our audited consolidated financial statements in Item 8. Financial Statements and Supplementary Data and should be read in conjunction with the notes to the Company’s consolidated financial statements and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

	2011			2010			2009			2008			2007
Net revenues:
Service revenue	$	11,464		$	14,478		$	24,394		$	41,925		$	48,428
Other revenue		882			—			9,786			—			—
Total net revenues		12,346			14,478			34,180			41,925			48,428

Costs and expenses:
Selling, general and administrative		25,989			28,011			33,175			36,966			34,974
Amortization of television and film costs		2,762			6,827			21,511			7,707			8,179
Amortization of 4Kids TV broadcast fee		—			—			—			16,022			21,472
Impairment of investment in international
trading card subsidiary		—			—			2,430			—			—
Total costs and expenses		28,751			34,838			57,116			60,695			64,625

Loss from operations		(16,405	)		(20,360	)		(22,936	)		(18,770	)		(16,197	)
Other income (expense):
Interest income		64			403			1,076			2,722			5,281
Impairment of investment securities		—			(3,578	)		(6,175	)		(7,834	)		—
Loss on sale of investment securities		(910	)		(1,616	)		(7,647	)		—			—
Total other (expense) income		(846	)		(4,791	)		(12,746	)		(5,112	)		5,281

Loss from continuing operations before reorganization and litigation items		(17,251	)		(25,151	)		(35,682	)		(23,882	)		(10,916	)
Reorganization items		(1,628	)		—			—			—			—
Gain on litigation		1,846			—			—			—			—
Loss from continuing operations before income taxes		(17,033	)		(25,151	)		(35,682	)		(23,882	)		(10,916	)

Benefit from (provision for) income taxes		—			—			3,805			(300	)		(2,436	)
Loss from continuing operations		(17,033	)		(25,151	)		(31,877	)		(24,182	)		(13,352	)
Loss from discontinued operations		(51	)		(6,489	)		(20,579	)		(12,637	)		(9,974	)
Net loss		(17,084	)		(31,640	)		(52,456	)		(36,819	)		(23,326	)

Loss attributable to noncontrolling interests, discontinued operations		1,884			4,479			10,380			—			—

Net loss attributable to 4Kids Entertainment, Inc.	$	(15,200	)	$	(27,161	)	$	(42,076	)	$	(36,819	)	$	(23,326	)


Per share amounts:
Basic and diluted loss per share attributable to
4Kids Entertainment, Inc. common shareholders
Continuing operations	$	(1.25	)	$	(1.87	)	$	(2.40	)	$	(1.81	)	$	(1.01	)
Discontinued operations		0.13			(0.15	)		(0.76	)		(0.98	)		(0.76	)
Basic and diluted loss per share attributable to
4Kids Entertainment, Inc. common shareholders	$	(1.12	)	$	(2.02	)	$	(3.16	)	$	(2.79	)	$	(1.77	)

Weighted average common shares
outstanding – basic and diluted		13,605,148			13,460,214			13,303,192			13,181,549			13,209,495
Net loss attributable to 4Kids Entertainment, Inc.:
Loss from continuing operations	$	(17,033	)	$	(25,151	)	$	(31,877	)	$	(24,182	)	$	(13,352	)

Loss from discontinued operations		(51	)		(6,489	)		(20,579	)		(12,637	)		(9,974	)
Loss attributable to noncontrolling interests		1,884			4,479			10,380			—			—
Net loss from discontinued operations		1,833			(2,010	)		(10,199	)		(12,637	)		(9,974	)
Net loss attributable to 4Kids Entertainment, Inc.	$	(15,200	)	$	(27,161	)	$	(42,076	)	$	(36,819	)	$	(23,326	)

	Years Ended December 31,
		2011			2010			2009			2008			2007
Other Operating Data:
Cash flow (used in) provided by:
Operating activities	$	(8,843	)	$	(6,139	)	$	(13,580	)	$	(33,334	)	$	(15,850	)
Investing activities		6,248			6,812			3,429			24,432			22,605
Financing activities		—			(44	)		74			(2,641	)		2

	As of December 31,
		2011			2010		2009		2008		2007

Total assets	$	15,944		$	29,070	$	56,653	$	100,574	$	151,079
Working capital		(4,883	)		2,052		4,859		17,579		65,135
Shareholders’ (deficit) equity		(6,057	)		10,258		35,117		74,991		128,088

The Company did not declare or pay any cash dividends during the five-year period ended December 31, 2011.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following is a discussion and analysis of our financial position and results of operations for each of the three years in the period ended December 31, 2011. This commentary should be read in conjunction with our consolidated financial statements and the notes to the Company’s consolidated financial statements, which begin on page F-1 under “Item 8. Financial Statements and Supplementary Data”.

Overview

The Company’s operating results for the year ended December 31, 2011 were negatively impacted by decreasing licensing revenues on the “Pokémon”, “Cabbage Patch Kids”, “Viva Piñata”, “Chaotic” and “Winx” Properties, domestically. These declines are generally the result of the declining popularity of the Company’s existing Properties combined with the failure of new Properties to achieve satisfactory popularity levels. In addition, the Company’s results have been negatively impacted by the significant costs associated with the Bankruptcy Cases and Yu-Gi-Oh! Litigation. The Company expects to continue to incur bankruptcy costs throughout the Bankruptcy proceedings. Additionally, during the year ended December 31, 2011, the Company recorded a loss on the sale of its remaining investment securities of $910. During 2009, 2010 and throughout 2011, the Company implemented significant cost-cutting initiatives, primarily pertaining to personnel related costs and advertising and marketing expenses, in an effort to offset its poor operating results; however, these initiatives failed to fully offset lower revenues and these other charges.

On February 29, 2012, 4Kids and the Licensors entered into a Settlement Agreement, dated as of February 27, 2012, settling all claims brought by Licensors against 4Kids and all counterclaims brought by 4Kids against the Licensors in the Yu-Gi-Oh! Litigation. The Settlement Agreement provides, among other things, for the Licensors to make a payment to 4Kids in the amount of $8,000 upon the order of the Bankruptcy Court approving the Settlement Agreement becoming a final order. On March 9, 2012, the Bankruptcy Court issued an order approving the Settlement Agreement. Under the Settlement Agreement, the Licensors acknowledged that the Yu-Gi-Oh! Agreement remained valid, binding and legally enforceable with 4Kids continuing to serve as the exclusive licensing agent for the merchandise licensing, television broadcast and home video rights to the Yu-Gi-Oh! Property throughout the world outside of Asia. The Settlement Agreement further provided for each of 4Kids and the Licensors to release each other from all claims they may have against each other, other than certain indemnification claims and claims that may arise under the Settlement Agreement. The Settlement Agreement also provided that the agreement does not constitute an admission by any party of any violation of any agreement or law.

While the consummation of the Settlement Agreement represents a significant step in the process of resolving the Bankruptcy Cases, the timing of any resolution of the Bankruptcy Cases will depend on the timing and outcome of numerous other ongoing matters therein, and it is not possible at this time to accurately predict when such other matters will be resolved. We have incurred and will continue to incur significant costs associated with the Bankruptcy Cases. The amount of these costs, which began in April 2011 and are being expensed as incurred, are expected to significantly affect our results of operations and financial position. The Bankruptcy Cases have also presented challenges to our ability to generate additional revenues in all of our business segments especially as it relates to the sales of commercial advertising.

Our ability to achieve and maintain profitability and positive cash flow is dependent upon the success of our reorganizational efforts and a number of other factors, including our ability to generate additional revenues. The Company’s financial statements have been prepared assuming that the Company will continue as a going concern and do not contain any adjustments that may result from the outcome of this uncertainty.

General

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

The Company’s licensing revenues have historically been derived primarily from the licensing of toy and game concepts. As a result, a substantial portion of the Company’s revenues and net income are subject to the seasonal variations of the toy and game industry. Typically, a majority of toy orders are shipped in the third and fourth calendar quarters resulting in increased royalties earned by the Company during such calendar quarters. The Company recognizes revenues from the sale of advertising time on the leased Saturday morning programming block from The CW (“The CW4Kids”), as more fully described in Note 2 of the notes to the Company’s consolidated financial statements. The Company’s advertising sales subsidiary, 4Kids Ad Sales, sells advertising time on The CW4Kids at higher rates in the fourth quarter due to the increased demand for commercial time by children’s advertisers during the holiday season. As a result, much of the revenues of 4Kids Ad Sales are earned in the fourth quarter when the majority of toy and video game advertising occurs. As a result of the

foregoing, the Company has historically experienced greater revenues during the second half of the year than during the first half of the year.

Effective September 30, 2010, the Company terminated the operations of TC Digital Games LLC (“TC Digital”), the joint venture which produced, marketed and distributed the “Chaotic” trading card game, and TC Websites LLC (“TC Websites”), the joint venture that owns and operates www.chaoticgame.com, the companion website for the “Chaotic” trading card game. The Company owns 55% of each of TC Digital and TC Websites. The closing of these companies enabled the Company to further reduce costs and focus on its core businesses. As a consequence of the termination of their operations, TC Digital and TC Websites ceased supporting the Chaotic trading card game and website, effective October 1, 2010. TC Digital and TC Websites are included in discontinued operations in the Company’s consolidated financial statements, subject to a noncontrolling interest.

Critical Accounting Policies

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

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

Management regularly reviews, and revises when necessary, its total revenue estimates on a title-by-title basis, which may result in a change in the rate of amortization and/or a write-down of the film or television asset to estimated fair value. The Company determines the estimated fair value for individual film and television Properties based on the estimated future ultimate revenues and costs.

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

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

Reorganization Items - The Company’s costs relate to professional, consulting and trustee fees in conjunction with the filing of the Bankruptcy Cases. These types of expenditures are expensed as incurred and reported as reorganization items.

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

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

4Kids TV Broadcast Agreement - The Company broadcasted certain of its Properties on 4Kids TV, the Saturday morning programming block that the Company leased from Fox, under the Fox Agreement, until December 31, 2008. The cost of 4Kids TV has been capitalized and amortized over each broadcast year based on estimated advertising revenue up until the termination of the Fox Agreement on December 31, 2008, at which time the cost to lease 4Kids TV was fully amortized.

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

Recently Adopted Accounting Standards – There are no recently adopted accounting standards that currently apply to the Company.

Recently Issued Accounting Standards – In September 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which amended its guidance on the testing of goodwill impairment to allow an entity the option to first assess qualitative factors to determine whether performing the current two-step process is necessary. Under the new option, the calculation of the reporting unit’s fair value is not required unless as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than the unit’s carrying amount. This guidance is effective for fiscal years and interim periods beginning after December 15, 2011, with early adoption permitted. The Company is currently evaluating the effect this guidance will have on the Company’s consolidated financial position and results of operations.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The objective of ASU 2011-05 is to improve the comparability, consistency, and transparency of financial reporting, to increase the prominence of items reported in other comprehensive income, and to facilitate convergence of U.S. GAAP and International Financial Reporting Standards. To achieve this, the FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in ASU 2011-05 require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. Finally, current GAAP does not require an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income, which is required by the guidance in ASU 2011-05. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. In October 2011, the FASB announced that it will consider deferring certain aspects of ASU 2011-5 in its future meeting. The Company is currently evaluating the effect this guidance will have on the Company’s consolidated financial position and results of operations.

Results of Operations

The following table sets forth our results of operations expressed as a percentage of total net revenues for each of the three years ended December 31, 2011, 2010 and 2009.

	2011		2010		2009

Net revenues	100	%	100	%	100	%

Costs and expenses:
Selling, general and administrative	211		194		97
Amortization of television and film costs	22		47		63
Impairment of investment in international
trading card subsidiary	—		—		7
Total costs and expenses	233		241		167

Loss from operations	(133	)	(141	)	(67	)

Other income (expense):
Interest income	—		3		3
Impairment of investment securities	—		(25	)	(18	)
Loss on sale of investment securities	(7	)	(11	)	(22	)
Total other expense	(7	)	(33	)	(37	)

Loss from continuing operations before reorganization and litigation items	(140	)	(174	)	(104	)

Reorganization items	(13	)	—		—
Gain (loss) on litigation	15		—		—
Loss from continuing operations before income taxes	(138	)	(174	)	(104	)
Benefit from income taxes	—		—		11

Loss from continuing operations	(138	)	(174	)	(93	)
Loss from discontinued operations	—		(45	)	(60	)
Net loss	(138	)	(219	)	(153	)

Net loss attributable to noncontrolling interests, discontinued operations	15		31		30

Net loss attributable to 4Kids Entertainment, Inc.	(123	)%	(188	)%	(123	)%

Year Ended December 31, 2011 as compared to Year Ended December 31, 2010

Revenues

Revenues for the years ended December 31, 2011 and 2010, by reportable segment and for the Company as a whole, were as follows:

	2011		2010		$ Change			% Change

Licensing	$	8,962	$	12,046	$	(3,084	)		(26	)%
Advertising Media and Broadcast		1,635		921		714			78
Television and Film Production/Distribution		1,749		1,511		238			16
Total	$	12,346	$	14,478	$	(2,132	)		(15	)%

The decrease in consolidated net revenues for 2011, as compared to 2010, was due to a number of factors. In the Licensing segment, decreased revenues were primarily attributable to:

(i)	reduced licensing revenues on the “Pokémon”, “Cabbage Patch Kids”, “Viva Piñata”, “Chaotic” and “Winx” Properties, domestically, of approximately $2,500, $650, $380, $340 and $250, respectively; partially offset by

(ii)	increased licensing revenues on the “American Kennel Club” Property, domestically, of approximately $685; and

(iii)

increased licensing revenues of approximately $660 from the realization of an additional $882 in proceeds arising from the Company’s agreement to terminate its right to serve as the merchandise licensing agent for the “Teenage Mutant Ninja Turtles” Property prior to the scheduled expiration of the representation agreement with the Mirage Group in 2012.

The “Yu-Gi-Oh!” and “American Kennel Club” Properties were the largest contributors of net revenues with approximately 58% and 11%, respectively, of the Company’s revenues in this business segment for 2011.

In the Advertising Media and Broadcast segment, the increase in revenues for the year ended December 31, 2011, as compared to the same period in 2010, was primarily attributable to increased sales of internet advertising on the Company’s websites as well as third party websites of approximately $710.

In the Television and Film Production/Distribution segment, the increase in revenues for 2011, as compared to 2010, was primarily attributable to:

(i)	decreased reserves relating to “Yu-Gi-Oh!” home video revenues of approximately $1,500; partially offset by

(ii)	decreased contract revenue from the “Yu-Gi-Oh!” television series of approximately $320; as well as

(iii)

decreased international broadcast sales from the “Dinosaur King” and “Chaotic” television series of approximately $220 and $130, respectively; as well as

(iv)	decreased broadcast sales on the “Pokémon” Property of approximately $240; as well as

(v)	decreased musical performance revenues from the “Winx” television series of approximately $145; and

(vi)	decreased theatrical revenue from the “Yu-Gi-Oh!” movie of approximately $120.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased 7%, or $2,022 to $25,989 for the year ended December 31, 2011, when compared to the same period in 2010. The decrease was primarily attributable to broad cost-cutting initiatives implemented throughout the Company and included:

(i)	decreased personnel related costs of approximately $4,085; as well as

(ii)	decreased marketing and promotional costs of approximately $1,415; as well as

(iii)

decreased bad debt expenses of approximately $970; and

(iv)	decreased office expenses of approximately $995; partially offset by

(v)	increased network selling expenses of approximately $3,205; and

(vi)	increased legal fees primarily relating to the “Yu-Gi-Oh!” Litigation of approximately $2,070.

Capitalized Film Costs

		2011				2010				$ Change			% Change
Amortization of Television and Film Costs		$	2,762			$	6,827			$	(4,065	)		(60	)%

The decrease in amortization of television and film costs for 2011 when compared to 2010 was primarily due to the decreased amortization of the “Chaotic” television series, as well as the prior year write-off of certain older television series.

As of December 31, 2011, there was $2,465 of capitalized film production costs recorded in the Company’s consolidated balance sheet relating primarily to various stages of production on 159 episodes of animated programming. Based on management’s ultimate revenue estimates as of December 31, 2011, approximately 63% of the total completed and unamortized film and television costs are expected to be amortized during the next year, and over 90% of the total completed and unamortized film and television costs are expected to be amortized during the next three years.

Interest Income

Interest income decreased 84%, or $339, to $64 for the year ended December 31, 2011, as compared to the same period in 2010, primarily as a result of lower cash balances and the Company’s investments yielding lower interest rates than the prior period.

Loss on Sale of Investment Securities

During the first quarter of 2011, the Company determined that it was necessary to generate additional cash to fund its operations and sold its remaining investment securities with a par value of $18,450 and an adjusted cost basis of $7,126 for $6,216. Accordingly, the Company recorded a loss on the sale of investment securities of $910 for the year ended December 31, 2011.

Reorganization Items

The Company incurred reorganization costs of $1,628 during the year ended December 31, 2011. These costs included professional and consulting fees charged for services retained in connection with the Bankruptcy Proceedings, as well as fees paid to the Bankruptcy trustee.

Gain on Litigation Settlement

The Company believes that Lehman Brothers, Inc., the securities broker-dealer that purchased the auction rate securities on behalf of the Company violated its legal obligations to the Company. As a result, the Company took various measures to obtain appropriate legal relief, including initiating an arbitration on April 3, 2008 against Lehman Brothers, Inc. and the brokers who had serviced the Company’s Lehman account with the Financial Industry Regulatory Authority. On September 15, 2008, Lehman Brothers Holdings, Inc., the parent company of Lehman Brothers, Inc., filed for bankruptcy. The Company’s arbitration proceeding was stayed by the Lehman bankruptcy. On September 16, 2008, Barclays PLC announced that it had reached an agreement to purchase the assets of Lehman Brothers Holdings, Inc.’s North American operations, including substantial assets of Lehman Brothers, Inc. The Lehman-Barclays transaction was approved by the United States Bankruptcy Court for the Southern District of New York on September 20, 2008. On September 19, 2008, the Securities Investor Protection Corporation (“SIPC”) filed a proceeding, placing Lehman Brothers, Inc. in liquidation under the Securities Investor Protection Act (“SIPA”). SIPC, pursuant to its authority under SIPA, has acted to facilitate the transfer of Lehman Brothers, Inc.’s customer accounts (including the Company’s accounts) to Barclays, PLC. In late September, 2009, the Company filed a proof of claim against Lehman Brothers, Inc. in the United States Bankruptcy Court for the Southern District of New York. The principal amount of the claim was approximately $31,500 plus interest. In addition, the proof of claim requested treble damages. The proof of claim is a general unsecured claim. The Company’s claim against Lehman Brothers, Inc. is still pending and there has been no determination made as to the validity or allowed amount of the claim. On October 18, 2011, the Company entered into a settlement agreement and general release with the brokers who had serviced the Company’s account with Lehman Brothers, Inc. for approximately $489.

Loss From Continuing Operations Before Income Taxes

	2011			2010			$ Change				% Change

Licensing	$	(3,152	)	$	(7,822	)		$	4,670			60	%
Advertising, Media and Broadcast		(9,998	)		(8,161	)			(1,837	)		(23	)
Television and Film Production/Distribution		(3,883	)		(9,168	)			5,285			58
Total	$	(17,033	)	$	(25,151	)		$	8,118			32	%

In the Licensing segment, the decrease in segment loss for the year ended December 31, 2011, as compared to the same period in 2010, was primarily attributable to decreased expenses due to significant cost-cutting initiatives, partially offset by lower licensing revenues.

In the Advertising Media and Broadcast segment, the increase in segment loss for the year ended December 31, 2011, as compared to the same period in 2010, resulted from increased network selling expenses, partially offset by increased sale of internet advertising on the Company’s websites.

In the Television and Film Production/Distribution segment, the decrease in segment loss for the year ended December 31, 2011, as compared to the same period in 2010, was primarily due to decreased amortization of television and film costs , as well as a decrease in overall expenses partially offset by decreased licensor participations relating to “Yu-Gi-Oh!” home video revenues .

Income Tax Expense

The Company regularly reviews its deferred tax assets for recoverability taking into consideration such factors as historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. Authoritative guidance issued by the FASB requires the Company to record a valuation allowance when it is more likely than not that all or some portion of the deferred tax assets will not be realized. In view of the level of deferred tax assets as of December 31, 2011, and the Company’s historical losses from operations, the Company has determined that a full valuation allowance against its net deferred tax assets is required.

In the event that the Company earns pre-tax income in the future such that it will be able to use some or all of its deferred tax assets, the Company will reduce or eliminate the valuation allowance. If the Company were to reverse the valuation allowance, in whole or in part, the Company’s income statement for such reporting period would record a reduction in income tax expense and an increase in net income, to the extent of the reversal of the valuation allowance.

The Company did not record a benefit from income taxes for the years ended December 31, 2011 and 2010 as it will not be able to carryback any of its 2011 net operating loss and it is more likely than not that the Company will not be able to realize its deferred tax assets.

The Company files in multiple tax jurisdictions and from time to time is subject to audit in certain tax jurisdictions. The Company is no longer subject to examinations by income tax authorities in most jurisdictions for years prior to 2007. As of December 31, 2011, the Company is under audit by New York for the year ended December 31, 2009. At this time, the Company does not expect the results from this income tax audit to have a material impact on our financial statements.

Loss from Continuing Operations

As a result of the above, the Company had a loss from continuing operations for the year ended December 31, 2011 of $17,033, as compared to a loss from continuing operations in 2010 of $25,151.

Discontinued Operations

Effective September 30, 2010, the Company terminated the operations of TC Digital and TC Websites due to their continued lack of profitability. As a consequence of the termination of their operations, TC Digital and TC Websites ceased supporting the Chaotic trading card game and website, effective October 1, 2010. The results of operations for the trading card and game distribution segment are reported as a discontinued operation for the years ended December 31, 2011 and 2010, and accordingly the accompanying consolidated financial statements have been reclassified for all prior periods to report the assets, liabilities and operating results of this business.

The following are the summarized results of discontinued operations for the trading card and game distribution segment for the years ended December 31, 2011 and 2010:


	2011			2010
Net revenues	$	11		$	247
Total costs and expenses		62			6,736
Loss from discontinued operations	$	(51	)	$	(6,489	)

Year Ended December 31, 2010 as compared to Year Ended December 31, 2009

Revenues

Revenues for the years ended December 31, 2010 and 2009, by reportable segment and for the Company as a whole, were as follows:

	2010		2009		$ Change			% Change
Licensing	$	12,046	$	24,068	$	(12,022	)		(50	)%
Advertising Media and Broadcast		921		2,772		(1,851	)		(67	)
Television and Film Production/Distribution		1,511		7,340		(5,829	)		(79	)
Total	$	14,478	$	34,180	$	(19,702	)		(58	)%

The decrease in consolidated net revenues for 2010, as compared to 2009, was due to a number of factors. In the Licensing segment, decreased revenues were primarily attributable to:

(i)

reduced licensing revenues as a result of a one-time payment of $9,786 received in 2009 in consideration of the Company’s agreement to terminate its right to serve as the merchandise licensing agent for the “Teenage Mutant Ninja Turtles” Property prior to the scheduled expiration of the representation agreement with the Mirage Group in 2012; as well as

(ii)	reduced licensing revenues on the “Monster Jam”, “Teenage Mutant Ninja Turtles”, and “Yu-Gi-Oh! Properties, worldwide of approximately $1,530, $1,360 and $1,120, respectively; partially offset by

(iii)

increased licensing revenues on the “Pokémon” Property of approximately $2,500.

The “Yu-Gi-Oh!” and “Pokémon” Properties were the largest contributors of net revenues with approximately 44% and 21%, respectively, of the Company’s revenues in this business segment for 2010.

In the Advertising Media and Broadcast segment, the significant decrease in revenues for 2010 when compared to 2009 was primarily attributable to decreased revenue from the sale of network advertising on the CW4Kids and the sale of internet advertising on the Company’s websites of approximately $1,020 and $815, respectively notwithstanding that ratings and website traffic remained relatively consistent. Recently, there has been increased scrutiny of food advertising directed at children as a result of childhood obesity concerns. In response to these concerns, many significant food advertisers have reduced or eliminated advertising of food products directed toward children resulting in a reduction in the advertising dollars spent in the children’s television and internet advertising marketplace.

In the Television and Film Production/Distribution segment, the decrease in revenues for 2010, as compared to 2009, was primarily attributable to:

(i)	decreased international broadcast sales from the “Dinosaur King”, “Yu-Gi-Oh!” and “Teenage Mutant Ninja Turtles” television series of approximately $1,400, $840 and $440, respectively; as well as

(ii)	increased licensor participations relating to “Yu-Gi-Oh!” home video revenues of approximately $1,500; as well as

(iii)

decreased domestic and international broadcast sales from the “Chaotic” television series of approximately $600.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased 16%, or $5,164 to $28,011 for the year ended December 31, 2010, when compared to the same period in 2009. The decrease was attributable to broad cost-cutting initiatives implemented throughout the Company and included:

(i)	decreased personnel related costs of approximately $8,160; as well as

(ii)	decreased international selling expenses of approximately $1,950; partially offset by

(iii)

increased costs due to decreased capitalized production salaries of approximately $3,480; as well as

(iv)	increased network selling expenses of approximately $1,510.

Capitalized Film Costs

		2010				2009				$ Change			% Change
Amortization of Television and Film Costs		$	6,827			$	21,511			$	(14,684	)		(68	)%

The decrease in amortization of television and film costs for 2010 when compared to 2009 was primarily due to the decreased amortization of the “Teenage Mutant Ninja Turtles” and “Chaotic” television series. The amortization of television and film costs for the year ended December 31, 2009 was unusually high due to increased amortization relating to the “Chaotic” television series based on significant reductions of estimated future revenues. In addition, increased amortization was recorded in 2009 for the “Teenage Mutant Ninja Turtles” Property due to an increase in revenue from a one-time payment to the Company relating to the termination of the Company’s right to serve as the merchandise licensing agent for the Property, prior to the scheduled expiration of the representation agreement in 2012.

As of December 31, 2010, there was $3,668 of capitalized film production costs recorded in the Company’s consolidated balance sheet relating primarily to various stages of production on 184 episodes of animated programming. Based on management’s ultimate revenue estimates as of December 31, 2010, approximately 62% of the total completed and unamortized film and television costs are expected to be amortized during the next year, and over 90% of the total completed and unamortized film and television costs are expected to be amortized during the next three years.

Interest Income

Interest income decreased 63%, or $673, to $403 for the year ended December 31, 2010, as compared to the same period in 2009, primarily as a result of lower cash balances and the Company‘s investments yielding lower interest rates than the prior period.

Impairment of Investment Securities

As of December 31, 2010, the Company held investment securities with an aggregate principal amount of $18,450 and an estimated fair market value of $7,126, as determined by the Company, representing a decline in value of $11,324 (consisting of a decrease in value of $10,843 prior to 2010, and a decrease in value of $481 during 2010). As of December 31, 2010, the Company concluded that the entire decline in the fair value of the investment securities held by the Company was now other than temporary. Accordingly, the Company impaired $3,578 of its unrealized losses on its investment securities which were previously classified as temporarily impaired.

Loss on Sale of Investment Securities

During 2010, the Company sold securities having an aggregate principal amount of $17,100 and an adjusted cost basis of $6,573 for $7,091. Accordingly, the Company reclassified $2,134 of an unrealized loss and recorded a loss on the sale of investment securities of $1,616 during 2010.

Loss From Continuing Operations Before Income Taxes

	2010				2009			$ Change			% Change
Licensing		$	(7,822	)	$	(8,913	)	$	1,091		12	%
Advertising, Media and Broadcast			(8,161	)		(4,278	)		(3,883	)	(91	)
Television and Film Production/Distribution			(9,168	)		(22,491	)		13,323		59
Total		$	(25,151	)	$	(35,682	)	$	10,531		30	%

In the Licensing segment, the decrease in segment loss for the year ended December 31, 2010, as compared to the same period in 2009, was primarily attributable to a decrease in amount of loss on the sale of investment securities and decreased licensing expenses, offset by lower licensing revenues.

In the Advertising Media and Broadcast segment, the increase in segment loss for the year ended December 31, 2010, as compared to the same period in 2009, resulted from decreased revenue from the sale of network advertising on the CW4Kids and the sale of internet advertising on the Company’s websites as well as increased network selling expenses.

In the Television and Film Production/Distribution segment, the decrease in segment loss for the year ended December 31, 2010, as compared to the same period in 2009, was primarily due to decreased amortization of television and film costs on the “Chaotic” and “Teenage Mutant Ninja Turtle” Properties, partially offset by decreased broadcast revenues.

Income Tax Expense

The Company regularly reviews its deferred tax assets for recoverability taking into consideration such factors as historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. Authoritative guidance issued by the FASB requires the Company to record a valuation allowance when it is more likely than not that all or some portion of the deferred tax assets will not be realized. In view of the level of deferred tax assets as of December 31, 2010, and the Company’s historical losses from operations, the Company has determined that a full valuation allowance against its net deferred tax assets is required.

The Company did not record a benefit from income taxes for the year ended December 31, 2010 as it will not be able to carryback any of its 2010 net operating loss and it is more likely than not that the Company will not be able to realize its deferred tax assets. The net tax benefit of $3,805 for the year ended December 31, 2009 reflected a current tax benefit related to the utilization of the Company’s net operating loss carrybacks.

The Company files in multiple tax jurisdictions and from time to time is subject to audit in certain tax jurisdictions. As of December 31, 2010 there were no outstanding tax audits.

Loss from Continuing Operations

As a result of the above, the Company had a loss from continuing operations for the year ended December 31, 2010 of $25,151, as compared to a loss from continuing operations in 2009 of $31,877.

Discontinued Operations

Effective September 30, 2010, the Company terminated the operations of TC Digital and TC Websites due to their continued lack of profitability. As a consequence of the termination of their operations, TC Digital and TC Websites ceased supporting the Chaotic trading card game and website, effective October 1, 2010. The results of operations for the trading card and game distribution segment are reported as a discontinued operation for the years ended December 31, 2010 and 2009, and accordingly the accompanying consolidated financial statements have been reclassified for all prior periods to report the assets, liabilities and operating results of this business.

The following are the summarized results of discontinued operations for the trading card and game distribution segment for the years ended December 31, 2010 and 2009:


	2010			2009
Net revenues	$	247		$	2,603
Total costs and expenses		6,736			23,182
Loss from discontinued operations	$	(6,489	)	$	(20,579	)

In connection with the termination of the operations of TC Digital and TC Websites, the Company recorded charges for severance and termination benefits as well as other exit costs in the amount of approximately $2,673 during the year ended December 31, 2010. The charges were attributable to certain exit costs incurred during the period, including the elimination of seven sales and related support positions as well as certain other management positions. Mr. Bryan Gannon’s position as Chief Executive Officer of TC Digital was eliminated as part of the staff reduction. Mr. Gannon provided certain transitional services through his termination date. The remaining liability for severance and exit costs of approximately $740 will be paid in accordance with the provisions of the contractual agreements and payments are expected to be completed at various times through 2011.

Liquidity and Capital Resources

Financial Condition

Cash and cash equivalents for the years ended December 31, 2011 and 2010 were as follows:

	2011		2010			$ Change
Cash and cash equivalents	$	1,627		$	4,195		$	(2,568	)

Investments for the years ended December 31, 2011 and 2010 were as follows:

	2011			2010			$ Change
Investments		$	—		$	7,126		$	(7,126	)

In recent years, the Company has incurred substantial net losses and has used substantial amounts of cash in its operating activities. Sales by the Company of certain securities held in its investment portfolio as well as certain other assets have significantly contributed to the funding of these operating losses. While the timing of these sales was not primarily motivated by then current cash needs, without these sales the Company would not have had sufficient cash to fund its operations. During the first quarter of 2011, the Company determined that it was necessary to generate additional cash to fund its operations and sold its remaining investment securities with a par value of $18,450 and an adjusted cost basis of $7,126 for $6,216. Accordingly, the Company recorded a loss on the sale of investment securities of $910 for the year ended December 31, 2011.

On February 29, 2012, 4Kids and the Licensors entered into a Settlement Agreement, settling all claims brought by Licensors against 4Kids and all counterclaims brought by 4Kids against the Licensors in the Yu-Gi-Oh! Litigation. The Settlement Agreement provides, among other things, for the Licensors to make a payment to 4Kids in the amount of $8,000 upon the order of the Bankruptcy Court approving the Settlement Agreement becoming a final order. On March 9, 2012, the Bankruptcy Court issued an order approving the Settlement Agreement. Under the Settlement Agreement, the Licensors acknowledged that the Yu-Gi-Oh! Agreement remained valid, binding and legally enforceable with 4Kids continuing to serve as the exclusive licensing agent for the merchandise licensing, television broadcast and home video rights to the Yu-Gi-Oh! Property throughout the world outside of Asia. The Settlement Agreement further provided for each of 4Kids and the Licensors to release each other from all claims they may have against each other, other than certain indemnification claims and claims that may arise under the Settlement Agreement. The Settlement Agreement also provided that the agreement does not constitute an admission by any party of any violation of any agreement or law.

The Company will consider all alternatives available to generate additional cash to fund its operations, including, but not limited to sales of assets, issuance of equity or debt securities, and third party arrangements, subject to any limitations and procedures arising from the Bankruptcy Cases.

Sources and Uses of Cash

Cash flows for the three years ended December 31, 2011, 2010 and 2009 were as follows:

Sources (Uses)	2011			2010			2009
Operating Activities	$	(8,843	)	$	(6,139	)	$	(13,580	)
Investing Activities		6,248			6,812			3,429
Financing Activities		—			(44	)		74

Working capital, consisting of current assets less current liabilities, was $(4,883) as of December 31, 2011 and $2,052 as of December 31, 2010.

Operating Activities

2011

Net cash used in operating activities of $8,843 in 2011 primarily reflects the Company’s operating losses partially offset by cash collections of the Company’s trade receivables and the decrease of payments of liabilities arising prior to the commencement of the Bankruptcy Cases.

2010

Net cash used in operating activities of $6,139 in 2010 primarily reflects net operating losses of the Company, offset by an increase in cash collections of the Company’s trade and income tax receivables, including a tax refund in an amount of $4,014 relating to extended net operating loss carrybacks.

2009

Net cash used in operating activities of $13,580 in 2009 primarily reflects net operating losses of the Company, as well as additional costs related to the purchase of film and television inventory, partially offset by increased collections of the Company’s accounts receivable.

Investing Activities

2011

Net cash provided by investing activities of $6,248 in 2011, primarily reflects proceeds from the sale of the Company’s investment securities for $6,216.

2010

Net cash provided by investing activities of $6,812 in 2010, reflects proceeds from the sale of the Company’s investment securities for $7,091, partially offset by purchases of property and equipment.

2009

Net cash provided by investing activities of $3,429 in 2009, reflects proceeds from the sale of certain of the Company’s investment securities for $3,733, partially offset by purchases of property and equipment.

Financing Activities

2011

There was no net cash provided by, or used in, financing activities for the year ended December 31, 2011.

2010

Net cash used in financing activities of $44 in 2010, reflects the Company’s purchase of shares of its common stock classified as treasury stock on the consolidated financial statements, offset by capital contributions from the Company’s noncontrolling interests.

2009

Net cash provided by financing activities of $74 in 2009, reflects the capital contributions from the Company’s noncontrolling interests, partially offset by the Company’s purchase of shares of its common stock classified as treasury stock on the consolidated financial statements.

During 2011, the decrease in the Company's cash flow from operations resulted from the diminished popularity of its Properties, increased costs incurred in connection with the Yu-Gi-Oh! Litigation and the Bankruptcy Cases, as well as continued weakness in the current economic climate. While the Company strives to further diversify its revenue streams, management remains cognizant of changing trends in the toy, game and entertainment business and the difficulty in predicting the length of time a property will be commercially successful. As a result, the Company's revenues, operating results and cash flow from operations may fluctuate significantly from year to year and present operating results are not necessarily indicative of future performance.

Broadcast Agreements

On October 1, 2007, the Company and The CW entered into the CW Agreement, under which The CW granted to the Company the exclusive right to program The CW's Saturday morning children's programming block (“The CW4Kids”) that is broadcast in most markets between 7am and 12pm for an initial term of five years beginning with The CW's 2008-2009 broadcast season. Each broadcast season runs from September to September.

Under the terms of the CW Agreement, the Company is obligated to make quarterly minimum guaranteed payments which are subject to reduction under certain circumstances. The Company and The CW share advertising revenues earned from the sale of national commercial time during The CW4Kids with The CW's share to be applied against such quarterly guarantee payments. In addition, The CW is entitled under the CW Agreement to participate in the Company's merchandising revenue from certain content broadcast on The CW4Kids, if such merchandising revenues exceed a certain annual minimum. 4Kids Ad Sales, Inc. manages and accounts for the advertisement revenue and costs associated with The CW4Kids.

The minimum guarantee payable by the Company to The CW under the CW Agreement is as follows:

Broadcast Season		Minimum Fee
	2008/2009	$	15,000
	2009/2010	$	12,000
	2010/2011	$	11,500
	2011/2012	$	11,500
	2012/2013	$	11,500

For the 2008/2009 broadcast season, the revenue sharing percentage split in favor of the CW was 80%/20% until $20,000 in revenue has been realized and a revenue split of 50%/50% applied thereafter. For each other broadcast season, the CW Agreement provides for (1) an 80%/20% revenue split in favor of The CW until it has received its minimum guarantee applicable to such broadcast season, (2) the Company to retain 100% of the revenue until its share of the revenue for such broadcast season equals 35%, (3) a 65%/35% revenue split in favor of The CW until $20,000 in revenue has been realized and (4) a revenue split between the parties of 50%/50% thereafter. The Agreement also requires the Company to make certain security arrangements in favor of The CW to secure payment of the minimum guarantee and The CW's share of national advertising proceeds.

The Company’s ability to recover the cost of its quarterly minimum guarantee due to The CW will depend on the popularity of the television programs the Company broadcasts on The CW4Kids and the general market demand and pricing of advertising time for Saturday morning children’s broadcast television. The popularity of such programs, broadcast by the Company on The CW4Kids, impacts audience levels and the level of the network advertising rates that the Company can charge. Additionally, the success of the merchandise licensing programs and home video sales based on such television programs broadcast on The CW4Kids is dependent on consumer acceptance of such television programs. If the Company estimates that it will be unable to generate sufficient future revenue from advertising sales, home video sales and merchandising licensing at levels to cover the cost of its quarterly contractual obligation to The CW, the Company would record a charge to earnings to reflect an expected loss on The CW agreements in the quarter in which the factors negatively affecting the recoverability of the fee payable become known. The Company will be required to make certain assumptions and estimates about future events such as advertising rates and audience viewing levels in evaluating its ability to recover the cost of the minimum guaranteed payments. Such estimates and assumptions are subject to market forces and factors beyond the control of the Company and are inherently subject to change. There can be no assurance that the Company will be able to recover the full cost of the minimum guaranteed payments and in the event it cannot, it would record the resulting charge to earnings to reflect an expected loss on the minimum guaranteed payments, which could be significant.

In addition to the minimum guarantee paid to The CW, the Company incurs additional costs to program the broadcast block and sell the related network advertising time. These costs include direct programming costs to acquire, adapt and deliver programming for the broadcast block as well as additional indirect expenses of advertising sales, promotion and administration.

Contractual Commitments

Under Section 365 and other relevant sections of the Bankruptcy Code, we may assume, assume and assign, or reject certain executory contracts and unexpired leases, including, without limitation, leases of real property and equipment, subject to the approval of the Bankruptcy Court and certain other conditions. Any description of an executory contract or unexpired lease in this report, including, where applicable, our express termination rights or a quantification of our obligations, must be read in conjunction with, and is qualified by, any overriding rejection rights we have under Section 365 of the Bankruptcy Code.

The Company has commitments under certain firm contractual arrangements (“firm commitments”) to make future payments for goods and services. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. The following table summarizes the Company’s material firm commitments as of December 31, 2011 and the impact that such obligations are expected to have on the Company’s liquidity and cash flows in future periods. The Company expects to fund these commitments with operating cash flows generated in the normal course of business.

Year Ending December 31,		CW Agreement		Operating Leases		Total
	2012	$	20,599	$	1,176	$	21,775
	2013		6,500		1,232		7,732
	2014		—		1,162		1,162
	2015		—		1,056		1,056
	2016		—		1,088		1,088
2017 and after			—		560		560
Total		$	27,099	$	6,274	$	33,373

The Company’s contractual obligations and commitments are detailed in the Company’s consolidated financial statements. For additional information see Note 16 of the notes to the Company’s consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Rate Fluctuations.

From time to time, the Company may be exposed to the risk of future currency exchange rate fluctuations, which is accounted for as an adjustment to stockholders’ equity and changes in the exchange rates between various foreign currencies and the U.S. dollar may, as a result, have an impact on the accumulated other comprehensive loss component of stockholders’ equity reported by the Company, and such effect may be material in any individual reporting period. The Company is currently not a party to any market risk sensitive instruments, or any derivative contracts or other arrangements that may reduce such market risk.

Item 8. Financial Statements and Supplementary Data.

The Report of Independent Registered Public Accounting Firm, the Company’s consolidated financial statements and notes to the Company’s consolidated financial statements appear in a separate section of this Form 10-K (beginning on Page F-1 following Part IV). The index to the Company’s consolidated financial statements is included in Item 15.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

(a) We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) that are designed to provide reasonable assurance that information required to be disclosed in our filings and submissions under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our principal executive officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We completed an evaluation under the supervision and with participation of our management, including our principal executive officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and Chief Financial Officer have concluded that as of December 31, 2011, such disclosure controls and procedures were effective to provide the reasonable assurance described above.

(b) There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) during the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The scope of management's assessment of the effectiveness of internal control over financial reporting includes all of our Company's consolidated subsidiaries.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control-Integrated Framework." Based on this assessment, management believes that, as of December 31, 2011, our internal control over financial reporting was effective based on those criteria.

Item 9B. Other Information.

None.

PART III

Item10. Directors and Executive Officers of the Registrant.

Information concerning directors and officers of the Company is incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission within 120 days after the end of the Company’s fiscal year.

Item 11. Executive Compensation.

Information concerning executive and director compensation is incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission within 120 days after the end of the Company’s fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information concerning security ownership of each person known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock, of each director of the Company and all officers and directors as a group and of the Company’s equity compensation plans is incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission within 120 days after the end of the Company’s fiscal year.

Item 13. Certain Relationships and Related Transactions.

Information concerning certain relationships and related transactions is incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission within 120 days after the end of the Company’s fiscal year.

Item 14. Principal Accountant Fees and Services.

Information concerning principal accountant fees and services is incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission within 120 days after the end of the Company’s fiscal year.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(1) Financial Statements:

The following consolidated financial statements of 4Kids Entertainment, Inc. and Subsidiaries are included in Item 8:

	Page Number
Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets - December 31, 2011 and 2010	F-2

Consolidated Statements of Operations - Years Ended
December 31, 2011, 2010 and 2009	F-3

Consolidated Statements of Shareholders’ Equity (Deficit) and Comprehensive Loss -
Years Ended December 31, 2011, 2010 and 2009	F-4

Consolidated Statements of Cash Flows - Years Ended
December 31, 2011, 2010 and 2009	F-5

Notes to Consolidated Financial Statements	F-6 to F-31

(a)(2) Financial Statement Schedules

All schedules have been omitted because they are inapplicable, not required, or the information is included in the Company’s consolidated financial statements or the notes to the Company’s consolidated financial statements.

(a)(3) and (b) Exhibits.

See Index of Exhibits annexed hereto.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

4KIDS ENTERTAINMENT, INC.

Date: March 22, 2012

By/s/ Samuel R. Newborn

Samuel R. Newborn

Executive Vice President

and General Counsel

(principal executive officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 22, 2012

By/s/ Bruce R. Foster

Bruce R. Foster,

Executive Vice President

and Chief Financial Officer

(principal Financial

and chief accounting officer )

Date: March 22, 2012

By/s/ Samuel R. Newborn

Samuel R. Newborn,

Executive Vice President

and General Counsel

(principal executive officer and Director)

Date: March 22, 2012

By /s/ Jay Emmett

Jay Emmett,

(Director)

Date: March 22, 2012

By /s/ Michael Goldstein

Michael Goldstein,

(Director)

Date: March 22, 2012

By /s/ Wade Massad

Wade Massad,

(Director)

Date: March 22, 2012

By /s/ Duminda DeSilva

Duminda DeSilva

(Director)

Exhibit Number	Description

3.1	Certificate of Incorporation of the Registrant filed on April 28, 1970, as amended on October 12, 1971, as further amended on April 21, 1972, as further amended on July 17, 1979, as further amended on May 22, 1985, as further amended on July 30, 1986, as further amended on July 19, 1989, as further amended on November 16, 1995 (changing the name of the Corporation to 4Kids Entertainment, Inc.). (1)

3.2	Certificate of Amendment to the Certificate of Incorporation of the Registrant, dated April 29, 1999. (2)

3.3	Certificate of Amendment to the Certificate of Incorporation of the Registrant, dated May 18, 2000. (3)

3.4	Certificate of Amendment to the Certificate of Incorporation of the Registrant, dated August 15, 2007. (4)

3.5	Amended and Restated By-Laws of the Registrant adopted by the Board of Directors on April 30, 2010 (31).

4.1	Form of Common Stock Certificate. (5)

4.2	Rights Agreement dated as of August 15, 2007 between 4Kids Entertainment and Continental Stock Transfer & Trust Co., as Rights Agent. (4)

4.3	First Amendment dated as of June 23, 2008 of the Rights Agreement between 4Kids Entertainment and Continental Stock Transfer & Trust Co., as Rights Agent. (24)

10.1	2000 Stock Option Plan. (*) (3)

10.2	2001 Stock Option Plan. (*) (6)

10.3	2002 Stock Option Plan. (*) (7)

10.4	2003 Stock Option Plan. (*) (8)

10.5	2004 Stock Option Plan. (*) (9)

10.6	2005 Long-Term Incentive Compensation Plan. (*) (10)

10.7	2006 Long-Term Incentive Compensation Plan. (*) (11)

10.8	2007 Long-Term Incentive Compensation Plan. (*) (12)

10.9	2008 Long-Term Incentive Compensation Plan (*) (13)

10.10	Employment Agreement, dated January 1, 2002, between 4Kids Entertainment Licensing, Inc. and Samuel R. Newborn. (*)(15)

10.11	Amendment dated as of June 16, 2003, to the Employment Agreement between 4Kids Entertainment Licensing, Inc. and Samuel R. Newborn. (*)(15)

10.12	Amendment to Employment Agreement, dated as of March 2, 2006, between 4Kids Entertainment Licensing, Inc. and Samuel R. Newborn. (*)(16)

10.13	Amendment to Employment Agreement, dated as of October 14, 2009, among 4Kids Entertainment Licensing, Inc., 4Kids Entertainment Inc. and Samuel R. Newborn. (*)(26)

10.14	Severance Agreement, dated as of October 14, 2009, among 4Kids Entertainment, Inc., 4Kids Entertainment Licensing, Inc. and Samuel R. Newborn. (*)(26)

10.15	Amendment to Severance Agreement, dated as of December 31, 2009, among 4Kids Entertainment, Inc., and 4Kids Entertainment Licensing, Inc. and Samuel R. Newborn. (*)(28)

10.16	Employment Agreement dated as of December 1, 2005, between 4Kids Entertainment Licensing, Inc., and Bruce R. Foster. (*)(17)

10.17	Amendment to Employment Agreement dated as of January 30, 2007, among 4Kids Entertainment Licensing, Inc., 4Kids Entertainment, Inc. and Bruce R. Foster. (*)(18)

10.18	Amendment to Employment Agreement dated as of April 16, 2007, among 4Kids Entertainment Licensing, Inc., 4Kids Entertainment, Inc. and Bruce R. Foster. (*)(29)

10.19	Amendment to Employment Agreement, dated as of October 14, 2009, among 4Kids Entertainment Licensing, Inc., 4Kids Entertainment, Inc. and Bruce R. Foster. (*)(26)

10.20	Severance Agreement, dated as of October 14, 2009, among 4Kids Entertainment Licensing, Inc., 4Kids Entertainment, Inc. and Bruce R. Foster. (*)(26)

10.21	Amendment to Severance Agreement, dated as of December 31, 2009, among 4Kids Entertainment Licensing, Inc., 4Kids Entertainment, Inc. and Bruce R. Foster. (*)(28)

10.22	Employment Agreement dated as of July 1, 2003, between 4Kids Entertainment Licensing, Inc. and Brian Lacey. (*)(19)

10.23	Amendment to Employment Agreement, dated as of October 16, 2006, among 4Kids Entertainment Licensing, Inc., 4Kids Entertainment, Inc. and Brian Lacey. (*)(20)

10.24	Severance Agreement, dated as of November 24, 2009, among 4Kids Entertainment Licensing, Inc., 4Kids Entertainment, Inc. and Brian Lacey. (*)(27)

10.25	Operating Agreement of TC Digital Games LLC, dated as of December 11, 2006, between 4Kids Digital Games, Inc. and Chaotic USA Entertainment Digital Games LLC. (21)

10.26	Operating Agreement of TC Websites LLC, dated as of December 11, 2006, between 4Kids Websites, Inc. and Chaotic USA Entertainment Group, Inc. (21)

10.27	Operating Acquisition and Administration agreement dated June 28, 2002 between Cherry Lane Publishing Company, Inc. and 4Kids Entertainment Music, Inc. (22)

10.28	Saturday Morning Programming Block dated October 1, 2007 between The CW Network, LLC. and 4Kids Entertainment, Inc. (22)

10.29	Amended Saturday Morning Programming Block dated June 23, 2010 between The CW Network, LLC. and 4Kids Entertainment, Inc. (32)

10.30	Membership Interest Purchase Agreement dated December 18, 2007 between TC Digital Games, LLC, Chaotic USA Entertainment Group, Inc. and 4Kids Digital, Inc. (22)

10.31	Membership Interest Purchase Agreement dated December 18, 2007 between TC Websites LLC, Chaotic USA Entertainment Group, Inc. and 4Kids Websites, Inc. (22)

10.32	First Amendment dated as of September 15, 2008 to the Operating Agreement of TC Websites LLC, between 4Kids Websites, Inc. and Chaotic USA Entertainment Group, Inc. (25)

10.33	Employment Agreement, dated as of June 1, 2008, between 4Kids Ad Sales, Inc. and Daniel Barnathan. (*)(23)

10.34	Letter Agreement Supplement to the Termination, Assignment and Release Agreement, dated as of October 20, 2009, between 4Kids Entertainment, Inc. and its Subsidiaries, Mirage Licensing, Inc and Mirage Studios, Inc. (30)

21.1	List of Subsidiaries of the Registrant.

23.1	Consent of EisnerAmper LLP, Independent Registered Public Accounting Firm.

31.1	Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Joint Certification of principal executive officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document

101.SCH	XBRL Schema Document

101.CAL	XBRL Calculation Linkbase Document

101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document

101.PRE	XBRL Presentation Linkbase Document

	______________

*	Denotes a management contract or compensatory plan, contract or arrangement.

(1)	Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 000-07843).

(2)	Incorporated by reference to 1999 Proxy Statement for Annual Meeting of Shareholders held April 29, 1999 (File No. 000-07843).

(3)	Incorporated by reference to 2000 Proxy Statement for Annual Meeting of Shareholders held May 17, 2000 (File No. 000-07843).

(4)	Incorporated by reference to Current Report on Form 8-K dated August 16, 2007 (File No. 001-16117).

(5)	Incorporated by reference to Registration Statement on Form S-1 declared effective March 7, 1986 (File No. 33-3056).

(6)	Incorporated by reference to 2002 Proxy Statement for Annual Meeting of Shareholders held May 23, 2001 (File No. 001-16117).

(7)	Incorporated by reference to 2002 Proxy Statement for Annual Meeting of Shareholders held May 23, 2002 (File No. 001-16117).

(8)	Incorporated by reference to 2003 Proxy Statement for Annual Meeting of Shareholders held May 23, 2003 (File No. 001-16117).

(9)	Incorporated by reference to 2004 Proxy Statement for Annual Meeting of Shareholders held May 27, 2004 (File No. 001-16117).

(10)	Incorporated by reference to 2005 Proxy Statement for Annual Meeting of Shareholders held May 26, 2005 (File No. 001-16117).

(11)	Incorporated by reference to 2006 Proxy Statement for Annual Meeting of Shareholders held May 26, 2006 (File No. 001-16117).

(12)	Incorporated by reference to 2007 Proxy Statement for Annual Meeting of Shareholders held May 25, 2007 (File No. 001-16117).

(13)	Incorporated by reference to 2008 Proxy Statement for Annual Meeting of Shareholders held May 20, 2008 (File No. 001-16117).

(14)	Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 1990 (File No. 000-07843).

(15)	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 001-16117).

(16)	Incorporated by reference to Current Report on Form 8-K dated March 8, 2006 (File No. 001-16117).

(17)	Incorporated by reference to Current Report on Form 8-K dated January 13, 2006 (File No. 001-16117).

(18)	Incorporated by reference to Current Report on Form 8-K dated February 5, 2007 (File No. 001-16117).

(19)	Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 000-07843).

(20)	Incorporated by reference to Current Report on Form 8-K dated November 2, 2006 (File No. 001-16117).

(21)	Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-07843).

(22)	Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 000-07843).

(23)	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (File No. 001-16117).

(24)	Incorporated by reference to Current Report on Form 8-K dated June 25, 2008 (File No. 001-16117).

(25)	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 001-16117).

(26)	Incorporated by reference to Current Report on Form 8-K dated October 21, 2009 (File No. 001-16117).

(27)	Incorporated by reference to Current Report on Form 8-K December 1, 2009 (File No. 001-16117).

(28)	Incorporated by reference to Current Report on Form 8-K dated January 7, 2010 (File No. 001-16117).

(29)	Incorporated by reference to Current Report on Form 8-K dated April 23, 2007 (File No. 001-16117).

(30)	Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-16117).

(31)	Incorporated by reference to Current Report on Form 8-K April 30, 2010 (File No. 001-16117).

(32)	Incorporated by reference to Current Report on Form 8-K June 30, 2010 (File No. 001-16117).

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

4Kids Entertainment, Inc.

We have audited the accompanying consolidated balance sheets of 4Kids Entertainment, Inc. and Subsidiaries (the “Company”) as of December 31, 2011 and 2010 and the related consolidated statements of operations, shareholders' (deficit) equity and comprehensive loss, and cash flows for each of the years in the three year period ended December 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2011 and 2010 and the consolidated results of their operations and their consolidated cash flows for each of the years in the three year period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the consolidated financial statements, in recent years the Company has incurred substantial operating losses and used substantial amounts of cash in its operating activities and experienced limited liquidity available to fund its operations. In addition, on April 6, 2011 4Kids Entertainment, Inc. and all of its domestic wholly-owned subsidiaries, filed voluntary petitions for relief under Title 11 of Chapter 11 of the United States Code in the United States Bankruptcy Court. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans considering these matters are also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

/s/ EisnerAmper LLP

New York, New York

March 22, 2012

F - 1

4KIDS ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2011 AND 2010

(In thousands of dollars, except share data)

	December 31, 2011			December 31, 2010
ASSETS:
Current assets:
Cash and cash equivalents	$	1,627		$	4,195
Investments		—			7,126
Accounts receivable - net		6,221			7,818
Income taxes receivable		—			30
Prepaid expenses and other current assets		1,247			1,185
Current assets of discontinued operations		18			39
Total current assets		9,113			20,393

Property and equipment - net		707			1,197
Accounts receivable - noncurrent, net		378			59
Film and television costs - net		2,465			3,668
Other assets - net (includes related party amounts of $0 and $195, respectively)		3,281			3,753
Total assets	$	15,944		$	29,070

LIABILITIES AND EQUITY:
Liabilities not subject to compromise:
Current liabilities:
Due to licensors	$	1,176		$	2,501
Accounts payable and accrued expenses		11,071			12,517
Current liabilities of discontinued operations		1,583			1,753
Deferred revenue		166			1,570
Total current liabilities		13,996			18,341
Deferred rent		498			471
Total liabilities not subject to compromise		14,494			18,812
Liabilities subject to compromise		7,507			—
Total liabilities		22,001			18,812

Commitments and contingencies (Note 16)
4Kids Entertainment, Inc. shareholders’ (deficit) equity
Preferred stock, $.01 par value – authorized 3,000,000 shares; none issued		—			—
Common stock, $.01 par value - authorized 40,000,000 shares; issued 15,777,711 and 15,652,845 shares; outstanding 13,653,824 and 13,528,958 shares in 2011 and 2010, respectively		158			157
Additional paid-in capital		69,436			68,699
Accumulated other comprehensive income (loss)		501			470
Accumulated deficit		(23,063	)		(7,863	)
		47,032			61,463
Less cost of 2,123,887 treasury shares in both 2011 and 2010		(36,488	)		(36,488	)
Total equity of 4Kids Entertainment, Inc. shareholders		10,544			24,975
Noncontrolling interests related to discontinued operations		(16,601	)		(14,717	)
Total shareholders’ (deficit) equity		(6,057	)		10,258
Total liabilities and shareholders (deficit) equity	$	15,944		$	29,070

See notes to consolidated financial statements.

F - 2

4KIDS ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

(In thousands of dollars, except share data)

	2011			2010			2009
Net revenues:
Service revenue	$	11,464		$	14,478		$	24,394
Other revenue		882			—			9,786
Total net revenues		12,346			14,478			34,180

Costs and expenses:
Selling, general and administrative		25,989			28,011			33,175
Amortization of television and film costs		2,762			6,827			21,511
Impairment of investment in international
trading card subsidiary		—			—			2,430
Total costs and expenses		28,751			34,838			57,116

Loss from operations		(16,405	)		(20,360	)		(22,936	)
Other income (expense):
Interest income		64			403			1,076
Impairment of investment securities		—			(3,578	)		(6,175	)
Loss on sale of investment securities		(910	)		(1,616	)		(7,647	)
Total other expense		(846	)		(4,791	)		(12,746	)

Loss from continuing operations before reorganization and litigation items		(17,251	)		(25,151	)		(35,682	)
Reorganization items		(1,628	)		—			—
Gain on litigation		1,846			—			—
Loss from continuing operations before income taxes		(17,033	)		(25,151	)		(35,682	)
Benefit from income taxes		—			—			3,805

Loss from continuing operations		(17,033	)		(25,151	)		(31,877	)
Loss from discontinued operations		(51	)		(6,489	)		(20,579	)
Net loss		(17,084	)		(31,640	)		(52,456	)
Loss attributable to noncontrolling interests, discontinued operations		1,884			4,479			10,380
Net loss attributable to 4Kids Entertainment, Inc.	$	(15,200	)	$	(27,161	)	$	(42,076	)

Per share amounts:
Basic and diluted loss per share attributable to
4Kids Entertainment, Inc. common shareholders
Continuing operations	$	(1.25	)	$	(1.87	)	$	(2.40	)
Discontinued operations		0.13			(0.15	)		(0.76	)
Basic and diluted loss per share attributable to
4Kids Entertainment, Inc. common shareholders	$	(1.12	)	$	(2.02	)	$	(3.16	)
Weighted average common shares
outstanding – basic and diluted		13,605,148			13,460,214			13,303,192

Net loss attributable to 4Kids Entertainment, Inc.:
Loss from continuing operations	$	(17,033	)	$	(25,151	)	$	(31,877	)
Loss from discontinued operations		(51	)		(6,489	)		(20,579	)
Loss attributable to noncontrolling interests		1,884			4,479			10,380
Net loss from discontinued operations		1,833			(2,010	)		(10,199	)
Net loss attributable to 4Kids Entertainment, Inc.	$	(15,200	)	$	(27,161	)	$	(42,076	)

See notes to consolidated financial statements.

F - 3

4KIDS ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) AND COMPREHENSIVE LOSS

YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

(In thousands of dollars and shares)

	4Kids Entertainment, Inc. Shareholders
	Common Stock				Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive (Loss) Income			Less Treasury Stock			Total Equity of 4Kids Entertainment, Inc. Shareholders			Non-controlling Interests			Total Shareholders' Equity (Deficit)
	Shares		Amount		Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive (Loss) Income			Less Treasury Stock			Total Equity of 4Kids Entertainment, Inc. Shareholders			Non-controlling Interests			Total Shareholders' Equity (Deficit)
BALANCE, DECEMBER 31, 2008		15,247	$	152	$	65,107	$	63,504		$	(17,396	)	$	(36,376	)	$	74,991		$	—		$	74,991
Cumulative effect of change in accounting principle (1)		—		—		—		(2,130	)		2,130			—			—			—			—
As adjusted		15,247		152		65,107		61,374			(15,266	)		(36,376	)		74,991			—			74,991
Issuance of common stock		164		2		1,884		—			—			—			1,886			—			1,886
Capital contribution from noncontrolling interests		—		—		—		—			—			—			—			132			132
Acquisition of treasury stock, at cost		—		—		—		—			—			(58	)		(58	)		—			(58	)
Reclassification adjustment related to realized loss of investment securities		—		—		—		—			8,570			—			8,570			—			8,570
Comprehensive loss:
Net loss		—		—		—		(42,076	)		—			—			(42,076	)		(10,380	)		(52,456	)
Translation adjustment		—		—		—		—			504			—			504			—			504
Unrealized loss reclassified to earnings		—		—		—		—			1,548			—			1,548			—			1,548
Total comprehensive loss		—		—		—		—			—			—			(40,024	)		(10,380	)		(50,404	)
BALANCE, DECEMBER 31, 2009		15,411	$	154	$	66,991	$	19,298		$	(4,644	)	$	(36,434	)	$	45,365		$	(10,248	)	$	35,117
Issuance of common stock		242		3		1,708		—			—			—			1,711			—			1,711
Capital contribution from noncontrolling interests		—		—		—		—			—			—			—			10			10
Acquisition of treasury stock, at cost		—		—		—		—			—			(54	)		(54	)		—			(54	)
Comprehensive loss:
Net loss		—		—		—		(27,161	)		—			—			(27,161	)		(4,479	)		(31,640	)
Translation adjustment		—		—		—		—			(117	)		—			(117	)		—			(117	)
Unrealized loss reclassified to earnings		—		—		—		—			5,231			—			5,231			—			5,231
Total comprehensive loss		—		—		—		—			—			—			(22,047	)		(4,479	)		(26,526	)
BALANCE, DECEMBER 31, 2010		15,653	$	157	$	68,699	$	(7,863	)	$	470		$	(36,488	)	$	24,975		$	(14,717	)	$	10,258
Issuance of common stock		125		1		737		—			—			—			738			—			738
Comprehensive loss:
Net loss		—		—		—		(15,200	)		—			—			(15,200	)		(1,884	)		(17,084	)
Translation adjustment		—		—		—		—			31			—			31			—			31
Total comprehensive loss		—		—		—		—			—			—			(15,169	)		(1,884	)		(17,053	)
BALANCE, DECEMBER 31, 2011		15,778	$	158	$	69,436	$	(23,063	)	$	501		$	(36,488	)	$	10,544		$	(16,601	)	$	(6,057	)

(1) Cumulative effect adjustment to opening retained earnings as of January 1, 2009, related to the adoption of new accounting standards on investments in debt and equity securities (see Note 2).

See notes to consolidated financial statements.

F - 4

4KIDS ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

(In thousands of dollars)

	2011			2010			2009
Cash flows from operating activities:
Net loss	$	(17,084	)	$	(31,640	)	$	(52,456	)
Loss from discontinued operations		51			6,489			20,579
Loss from continuing operations		(17,033	)		(25,151	)		(31,877	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization		545			745			755
Amortization of television and film costs		2,762			6,827			21,511
(Recovery) provision for doubtful accounts		(2	)		920			398
Share-based compensation		160			1,263			1,839
Deferred income taxes		—			—			127
Impairment of investment in international trading card subsidiary		—			—			2,430
Impairment of investment securities		—			3,578			6,175
Loss on sale of investment securities		910			1,616			7,647
Gain on Yu-Gi-Oh! Litigation		1,357			—			—
Changes in operating assets and liabilities:
Accounts receivable		283			5,129			7,791
Film and television costs		(1,559	)		(3,663	)		(11,682	)
Income taxes receivable		30			4,014			(3,907	)
Prepaid expenses and other current assets		(65	)		919			(726	)
Other assets - net		654			2,331			5,753
Due to licensors		(1,325	)		(4,081	)		983
Accounts payable and accrued expenses		(1,490	)		3,418			(3,610	)
Liabilities subject to compromise		7,507			—			—
Deferred revenue		(1,404	)		(709	)		(991	)
Deferred rent		27			96			(85	)
Net cash used in continuing operating activities		(8,643	)		(2,748	)		2,531
Net cash used in discontinued operating activities		(200	)		(3,391	)		(16,111	)
Net cash used in operating activities		(8,843	)		(6,139	)		(13,580	)

Cash flows from investing activities:
Proceeds from sale of investments		6,216			7,091			3,733
Purchase of property and equipment		(6	)		(311	)		(304	)
Proceeds from disposal of property and equipment		38			32			—
Net cash provided by investing activities		6,248			6,812			3,429

Cash flows from financing activities:
Purchase of treasury shares		—			(54	)		(58	)
Capital contribution from noncontrolling interests		—			10			132
Net cash (used in) provided by financing activities		—			(44	)		74
Effects of exchange rate changes on cash and cash equivalents		27			(55	)		195
Net (decrease) increase in cash and cash equivalents		(2,568	)		574			(9,882	)
Cash and cash equivalents, beginning of period		4,195			3,621			13,503
Cash and cash equivalents, end of period	$	1,627		$	4,195		$	3,621
Supplemental schedule of non-cash investing and financing activities
Unrealized gain on marketable securities included in other comprehensive loss	$	—		$	5,231		$	10,118
Vesting of restricted shares	$	738		$	1,711		$	1,886

See notes to consolidated financial statements.

F - 5

4KIDS ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

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

1. DESCRIPTION OF BUSINESS

F - 6

While the consummation of the Settlement Agreement represents a significant step in the process of resolving the Bankruptcy Cases, the timing of any resolution of the Bankruptcy Cases will depend on the timing and outcome of numerous other ongoing matters therein, and it is not possible at this time to accurately predict when such other matters will be resolved. We have incurred and will continue to incur significant costs associated with the Bankruptcy Cases. The amount of these costs, which began in April 2011 and are being expensed as incurred, are expected to significantly affect our results of operations and financial position. The Bankruptcy Cases have also presented challenges to our ability to generate additional revenues in all of our business segments especially as it relates to the sales of commercial advertising.

F - 7

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation – The accompanying consolidated financial statements include the accounts of 4Kids Entertainment, Inc. and its wholly-owned subsidiaries and investments of more than 50% in subsidiaries and other entities after elimination of significant intercompany transactions and balances. Investments in affiliated companies over which the Company has a significant influence or ownership of more than 20% but less than or equal to 50% are accounted for using the equity method. The operations of TC Digital and TC Websites have been classified as a discontinued operation as a result of the termination of Trading card and game distribution operations, effective September 30, 2010. As further discussed in Notes 12 and 13, the consolidated financial statements have been reclassified to reflect the reporting of this business as a discontinued operation. These consolidated financial statements have been prepared assuming the Company will continue as a going concern and reflect the use of significant accounting policies, as described below and elsewhere in the notes to the consolidated financial statements.

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

F - 8

Broadcast advertising revenues: Advertising revenues, net of network participations, are recognized when the related commercials are aired and are recorded net of agency commissions and net of an appropriate reserve when advertising is sold together with a guaranteed audience delivery. Internet advertising revenues are recognized on the basis of impression views in the period the advertising is displayed.

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

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

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

Advertising Expense - Advertising costs are expensed as incurred, except for costs related to the development of a Property and/or animated or live-action television commercial or media campaign which are expensed in the period in which the commercial or campaign is first presented. Advertising expense included in selling, general and administrative expenses on the accompanying consolidated statements of operations was $429, $523 and $910 during fiscal years 2011, 2010 and 2009, respectively.

Property and Equipment - Property and equipment are carried at cost, net of accumulated depreciation and amortization. Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets, which range from 3 to 10 years. Amortization of leasehold improvements is computed using the straight-line method over the estimated useful lives of the related assets or, if shorter, the lease term. Costs associated with the repair and maintenance of property are expensed as incurred.

Impairment Of Long-Lived And Intangible Assets - As required by authoritative guidance issued by the FASB, the Company assesses the recoverability of long-lived assets for which an indication of impairment exists. The recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If an asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Fair value of long-lived assets is determined using the expected cash flows discounted at a rate commensurate with the risk involved. At December 31, 2009, the Company recorded an impairment charge with respect to its investment in the discontinued operations of TC Digital International (“TDI”) for $2,430 to reflect the decreased value of the non-performing international joint venture of the Company’s “Chaotic” trading card business for the purpose of distributing “Chaotic” trading cards principally in Europe and the Middle East. At December 31, 2011, the Company believes that the future cash flows to be received from the remaining long-lived assets will exceed the respective assets’ carrying value, and accordingly has not recorded any additional impairment losses.

Cash and Cash Equivalents - The Company considers all highly liquid assets, having an original maturity of less than three months, to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company believes it is not exposed to any significant credit risk of cash and cash equivalents. All of our non-interest bearing cash balances were fully insured at December 31, 2011 due to a temporary federal program in effect from December 31, 2010 through December 31, 2012. Under the program, there is no limit to the amount of insurance for eligible accounts. Beginning 2013, insurance coverage will revert to $250 per depositor at each financial institution, and our non-interest bearing cash balances may again exceed federally insured limits.

Fair Value Measurements - The fair values of the Company’s financial instruments reflect the estimates of amounts that would be received from selling an asset in an orderly transaction between market participants at the measurement date. The fair value estimates presented in this report are based on information available to the Company as of December 31, 2011 and December 31, 2010.

F - 9

The carrying values of cash and cash equivalents, accounts receivable, due to licensors, accounts payable, accrued expenses and deferred revenue approximate fair value. The Company estimated the fair value of its investments using unobservable inputs as of December 31, 2010. The authoritative guidance issued by the FASB includes a fair value hierarchy based on three levels of inputs, the first two of which are considered observable and the last of which is considered unobservable, that may be used to measure fair value. The three levels are the following:

·	Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

·	Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Investments - During the first quarter of 2011, the Company determined that it was necessary to generate additional cash to fund its operations and sold its remaining investment securities with a par value of $18,450 and an adjusted cost basis of $7,126 for $6,216. Accordingly, the Company recorded a loss on the sale of investment securities of $910 for the year ended December 31, 2011.

Participation Advances – Participation advances as of December 31, 2011 and 2010 were $2,629 and $1,875, respectively, and were included in “other assets” on the balance sheet.

Film and Television Costs – The Company's cost of production for television programming, including overhead, participations and talent residuals is capitalized and amortized in accordance with authoritative guidance issued by the FASB using the individual-film-forecast method under which such costs are amortized for each television program in the ratio that revenue earned in the current period for such program bears to management’s estimate of the ultimate revenues to be realized from all media and markets for such program. Management regularly reviews, and revises when necessary, its ultimate revenue estimates on a title-by-title basis, which may result in a change in the rate of amortization applicable to such title and/or a write-down of the value of such title to estimated fair value. These revisions can result in significant quarter-to-quarter and year-to-year fluctuations in film write-downs and rates of amortization. If a total net loss is projected for a particular title, the associated film and television costs are written down to estimated fair value. All exploitation costs, including advertising and marketing costs are expensed as incurred. Television adaptation and production costs that are adapted and/or produced are stated at the lower of cost, less accumulated amortization, or fair value.

Reorganization Items - The Company’s costs related to professional, consulting and trustee fees, as the case may be, in conjunction with the Bankruptcy Cases are expensed as incurred and reported as reorganization items in the accompanying consolidated statements of operations.

Operating Leases - The Company accounts for all operating leases on a straight-line basis over the term of the lease. In accordance with authoritative guidance issued by the FASB, any incentives or rent escalations are recorded as deferred rent and are included as a component of rent expense over the respective lease term.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are used in, but not limited to, certain areas of revenue recognition, the amortization of television and film costs, the amortization of 4Kids TV broadcast fees, valuation of our investment securities and inventory reserves. Actual results could differ materially from those estimates.

Reclassifications - Certain reclassifications have been made to prior year amounts to conform to the 2011 presentation.

Translation of Foreign Currency - In accordance with authoritative guidance issued by the FASB, the Company classifies items as other comprehensive income by their nature in the financial statements and displays the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of the consolidated balance sheet. The assets and liabilities of the Company’s foreign subsidiary, 4Kids International have been recorded in their local currency and translated to U.S. dollars using period-end exchange rates. Income and expense items have been translated at the average rate of exchange prevailing during the period. Any adjustment resulting from translating the financial statements of the foreign subsidiary is reflected as “other comprehensive income”, net of related tax.

F - 10

Total comprehensive loss for the years ended December 31, 2011, 2010 and 2009 was $(17,053), $(26,526) and $(50,404), respectively, which included translation adjustments of $31, $(117) and $504 for the respective periods.

Concentration Of Credit Risk - Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of accounts receivable. The majority of the cash and cash equivalents are maintained with major financial institutions in the United States of America. The counterparties to the agreements relating to investment instruments consist of various United States governmental units and financial institutions of high credit standing. Credit risk on accounts receivable is minimized by the Company by performing ongoing credit evaluations of its customers’ financial condition and monitoring its exposure for credit losses and maintaining allowances for anticipated losses.

Income Taxes - The Company is subject to income taxes in both the United States and the United Kingdom. Income tax expense (benefit) is provided for using the asset and liability method. Deferred income taxes are recognized at currently enacted tax rates for the expected future tax consequences attributable to temporary differences between amounts reported for income tax purposes and financial reporting purposes. Deferred taxes are provided for the undistributed earnings as if they were to be distributed. The Company regularly reviews its deferred tax assets for recoverability taking into consideration such factors as recurring operating losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. The authoritative guidance issued by the FASB requires the Company to record a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Determining a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. Based on the level of deferred tax assets as of December 31, 2011 and the level of historical losses realized, the Company has determined that the uncertainty regarding the realization of these assets is sufficient to warrant the establishment of a full valuation allowance against the Company’s net deferred tax assets.

Our assessment of the valuation allowance on the deferred tax assets could change in the future based on our levels of pre-tax income and other tax-related adjustments. A change in estimate of the valuation allowance, in whole or in part, would result in a non-cash reduction in income tax expense during the period of the change. Due to the continued losses incurred by the Company in 2011 and prior years, the Company believes that it is more likely than not that the deferred tax asset related to these net operating losses will not be realized and therefore recorded a full valuation allowance. If, in the future, the Company determines that the utilization of these net operating losses becomes more likely than not, the Company will reduce the valuation allowance at that time.

The discontinued operations of TC Digital and TC Websites are limited liability companies and have elected to be treated as partnerships for income tax purposes. As such, U.S. federal and state income taxes (in the states which tax limited liability companies as partnerships) are the direct responsibility of its members. We own 55% of the membership interests in both entities. Thus, our respective portion of their activity is reported in our consolidated tax returns.

Recently Adopted Accounting Standards – There are no recently adopted accounting standards that currently apply to the Company.

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3. FAIR VALUE OF FINANCIAL ASSETS

The carrying values and estimated fair values of the Company’s financial instruments for the periods presented are as follows:

	Estimated Fair Value Measurements
	Carrying Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2011:
Financial Assets
Cash and cash equivalents	$	1,627	$	1,627	$	—	$	—
Total Financial Assets	$	1,627	$	1,627	$	—	$	—

December 31, 2010:
Financial Assets
Cash and cash equivalents	$	4,195	$	4,195	$	—	$	—
Auction rate securities		7,089		—		—		7,089
Preferred shares		37		—		—		37
Total short-term investments	$	7,126	$	—	$	—	$	7,126
Total Financial Assets	$	11,321	$	4,195	$	—	$	7,126

Level 1- The Company’s Level 1 assets consist solely of cash.

Level 2 - At December 31, 2011 and 2010, the Company had no investments which were considered to be Level 2 assets.

Level 3 – At December 31, 2011, the Company had no investments which were considered to be Level 3 assets. At December 31, 2010, the Company’s Level 3 assets consisted of the Company’s investment in auction rate securities and preferred shares.

The carrying value of the Company’s investments in its Level 3 assets as of December 31, 2010, represented the Company’s best estimate of the fair value of these investments based on the available information at the time. The Company estimated the fair values of the investment securities quarterly based upon consideration of such factors as: issuer and insurer credit rating; comparable market data, if available; current market conditions; the credit quality of the investment securities; the rate of interest received since the date the auctions began; and yields of securities similar to the underlying investment securities. These considerations were used to determine a range of values for each security from moderate to highly conservative. The Company based its evaluation on the mid-point of that range. Specifically, the Company considered the composition of the collateral supporting the investment securities and the default probabilities of the collateral underlying the ARS in its overall valuation of each security. The Company had also researched the secondary market. Additionally, the Company looked at the probabilities of default, probabilities of successful auctions and probabilities of earning the maximum (failed auction) rate.

The following table presents additional information about assets measured at fair value using Level 3 inputs at December 31, 2010:

	December 31, 2010
	Amortized Cost		Unrealized Loss			Estimated Fair Value

Short-term investments:
Auction rate securities	$	12,300	$	(5,211	)	$	7,089
Preferred shares		6,150		(6,113	)		37
Total short-term investments	$	18,450	$	(11,324	)	$	7,126

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The table below provides a summary of changes in fair value for the Company’s available for sale investments:

	Auction Rate Securities			Preferred Shares			Total

Balance as of January 1, 2011	$	7,089		$	37		$	7,126

Realized (loss) gain from sale or settlement		(929	)		19			(910	)

Proceeds from sales or settlements		(6,160	)		(56	)		(6,216	)

Balance as of December 31, 2011	$	—		$	—		$	—

4. ACCOUNTS RECEIVABLE/DUE TO LICENSORS

Generally, licensing contracts provide for the Company to collect, on behalf of the licensor, royalties from the licensees. The Company records as accounts receivable only its proportionate share of such earned royalties.

Due to licensors represents amounts collected by the Company on behalf of licensors, which are generally payable to such licensors after the close of each calendar quarter. Additionally, accounts receivable include amounts due from customers for advertising revenue earned from airing commercial spots on The CW4Kids and 4Kids TV and from trading cards sold by TC Digital.

Accounts receivable consisted of the following as of:

	December 31,
	2011			2010
Gross accounts receivable	$	7,095		$	8,517
Allowance for doubtful accounts		(496	)		(640	)
		6,599			7,877
Less: long-term portion		(378	)		(59	)
	$	6,221		$	7,818

5. FILM AND TELEVISION COSTS

Film and television costs consisted of the following as of:


	2011			2010
Balance as of January 1,	$	3,668		$	6,832
Additions		1,559			3,663
		5,227			10,495
Amortization		(2,762	)		(6,827	)
Balance as of December 31,	$	2,465		$	3,668

Development/Preproduction	$	—		$	75
Production		266			326
Completed not released		154			325
Completed released		2,045			2,942
	$	2,465		$	3,668

Amortization of capitalized film and television costs were $2,762, $6,827 and $21,511 during fiscal years 2011, 2010 and 2009, respectively. Based on management’s ultimate revenue estimates as of December 31, 2011, approximately 63% of the total completed and unamortized film and television costs are expected to be amortized during 2012, and over 90% of the total completed and unamortized film and television costs are expected to be amortized during the next three years.

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6. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:

	December 31,
	2011			2010
Computer equipment and software	$	3,364		$	3,398
Website development		87			87
Machinery and equipment		2,054			2,052
Office furniture and fixtures		1,082			1,082
Leasehold improvements		3,017			3,156
Office equipment		354			354
		9,958			10,129
Less: accumulated depreciation and amortization		(9,251	)		(8,932	)
	$	707		$	1,197

7. STOCK-BASED EMPLOYEE COMPENSATION

The Company has stock-based compensation plans for employees and non-employee members of the Board of Directors. The plans provide for discretionary grants of stock options, shares of restricted stock, and other stock-based awards. The plans are administered by the Compensation Committee of the Board of Directors, consisting of non-employee directors. The Company’s recognition of stock-based compensation expense in the statement of operations over the vesting period is based on the fair value of the award at the grant date.

The following table summarizes activity under the Company’s stock option plans for the years ended December 31, 2011, 2010 and 2009:

	Shares (In thousands)		Weighted Average Exercise Price		Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2009	1,301		$	20.76
Granted	—			—
Exercised	—			—
Forfeited, cancelled or expired	(531	)		24.35

Outstanding at December 31, 2009	770		$	18.28
Granted	—			—
Exercised	—			—
Forfeited, cancelled or expired	(480	)		20.56

Outstanding at December 31, 2010	290		$	14.29
Granted	—			—
Exercised	—			—
Forfeited, cancelled or expired	(290	)		14.29
Outstanding at December 31, 2011	—		$	—	—	$	—

Exercisable at December 31, 2011	—		$	—	—	$	—

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing price of our common stock on the date of determination for those awards that have an exercise price currently below the closing price. As of December 31, 2011, there were no options outstanding to purchase shares with an exercise price below the quoted price of our common stock. During the year ended December 31, 2011, 2010 and 2009, the aggregate intrinsic value of options exercised under the Company’s stock option plans was $0, determined as of the date of exercise.

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Restricted Stock Awards

The Company granted restricted stock awards of approximately 378,000 shares on May 22, 2009 under its 2008 long-term incentive compensation plan (“LTICP”), 311,000 shares on May 23, 2008 under its 2007 LTICP, 162,000 shares on May 25, 2007 under its 2006 LTICP and 145,000 and 4,000 shares on May 23, 2006 and June 15, 2006, respectively, under its 2005 LTICP. The restricted stock awards were granted to certain employees, including officers and members of the Board of Directors, at grant prices of $1.46, $7.85, $16.79, $16.52 and $15.78 (in each case, the average of the high and low stock price from the previous day of trading) for the May 22, 2009, May 23, 2008, May 25, 2007, May 23, 2006 and the June 15, 2006 grants, respectively. The restricted stock awards vest annually over a period of three years from the date of grant for the awards made under the 2008 and 2007 LTICPs and over a period of four years for the awards made under the 2006 and 2005 LTICPs, with accelerated vesting upon a change of control of the Company (as defined in the applicable plan). During the restriction period, award holders do not have the rights of stockholders and cannot transfer ownership. Additionally, nonvested shares of award holders are subject to forfeiture. These awards are forfeited and revert to the Company in the event of employment termination, except in the case of death, disability, retirement or other specified events.

The following table summarizes restricted stock activity under the Company’s long-term incentive compensation plans for the years ended December 31, 2011, 2010 and 2009:

	Number of Shares (in thousands)		Weighted- Average Grant Date Fair Value
Outstanding at January 1, 2009	465		$	11.11
Granted	378			1.46
Vested	(164	)		11.46
Forfeited	(85	)		6.11

Outstanding at December 31, 2009	594		$	5.58
Granted	—			—
Vested	(242	)		7.09
Forfeited	(100	)		4.39

Outstanding at December 31, 2010	252		$	4.60
Granted	—			—
Vested	(125	)		5.90
Forfeited	(66	)		5.03
Outstanding at December 31, 2011	61		$	1.46

The Company recognized approximately $160, $1,263 and $1,839 of compensation costs related to the LTICPs during the years ended December 31, 2011, 2010 and 2009, respectively. Additionally, as of December 31, 2011, there was approximately $35, $167, and $191 of unrecognized compensation cost related to restricted stock awards granted under the Company’s 2008, 2007, and 2006 LTICPs, respectively. The cost is expected to be recognized over a remaining weighted-average period of 0.4, 1.4, and 0.4 years under the 2008, 2007, and 2006 LTICPs, respectively. There were 125,000 shares of restricted stock that vested during the year ended December 31, 2011 that had been granted under the 2008, 2007 and 2006 LTICPs.

Availability for Future Issuance – As of December 31, 2011, (i) options to purchase approximately 1,973,000 shares of the Company’s common stock were available for future issuance under the Company’s stock option plans and (ii) options to purchase a maximum of approximately 808,000 shares of the Company’s common stock were available for future issuance under the Company’s LTICPs, reduced by four shares for each share of restricted stock awarded under the 2006 and 2005 LTICPs, under which an aggregate of approximately 210,000 shares of the 808,000 total shares were available for issuance as options, and reduced by two shares for each share of restricted stock awarded under the 2008 and 2007 LTICPs, under which an aggregate of approximately 598,000 of the 808,000 total shares were available for issuance as options.

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8. REVENUES/MAJOR CUSTOMERS

Net revenues included in the accompanying consolidated statements of operations are net of licensor participations of $4,756 $9,733 and $30,993 during fiscal years 2011, 2010 and 2009, respectively. The percentages of revenue from major Properties and customers/licensees are as follows:

	December 31,
	2011		2010		2009
Percentage of revenue derived from major Properties (revenue in excess of 10 percent of total revenue)	57	%	56	%	62	%
Number of major Properties	1		2		2

Percentage of revenue derived from major customers/licensees (revenue in excess of 10 percent of total revenue)	45	%	39	%	18	%
Number of major customers/licensees	1		1		1

One Property, “Yu-Gi-Oh!” represented 57% or $7,040 of consolidated net revenues for fiscal 2011. Two Properties, “Yu-Gi-Oh!” and “Pokémon” represented 36% and 20%, respectively, for a total of 56%, of consolidated net revenues for fiscal 2010, or $8,038. Two Properties, “Teenage Mutant Ninja Turtles” and “Yu-Gi-Oh!” represented 36% and 26%, respectively, for a total of 62%, of consolidated net revenues for fiscal 2009, or $21,031, of which $9,786, or 29% of consolidated net revenues, represented a one-time payment received by the Company in October 2009 in consideration of its agreement to terminate its right to serve as the merchandise licensing agent for the “Teenage Mutant Ninja Turtles” Property prior to the scheduled expiration of its representation agreement with Mirage Group in 2012. One licensee, Konami, represented 45%, 39% and 18% of consolidated net revenues for fiscal 2011, 2010 and 2009, respectively. As of December 31, 2011 and 2010, accounts receivable due from the major customer/licensee discussed above represented 21% and 19%, respectively, of the Company’s gross accounts receivable for each such year.

9. INCOME TAXES

The Company and its wholly-owned subsidiaries file income tax returns in the United States and in the United Kingdom. Income tax expense (benefit) is determined using the asset and liability method provided for in the authoritative guidance issued by the FASB. Deferred income taxes are recognized at currently enacted tax rates for the expected future tax consequences attributable to temporary differences between amounts reported for income tax purposes and financial reporting purposes. Deferred taxes are provided for the undistributed earnings as if they were to be distributed. The Company records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has not recorded any liability for unrecognized tax benefits.

The Company is no longer subject to examinations by income tax authorities in most jurisdictions for years prior to 2007. As of December 31, 2011, the Company is under audit by New York for the year ended December 31, 2009. At this time, the Company does not expect the results from this income tax audit to have a material impact on the financial statements.

The benefit from income taxes consisted of the following:

	Years Ended December 31,
	2011		2010		2009
Current tax (benefit):
Federal	$	—	$	—	$	(3,927	)
State and local		—		—		—
Foreign		—		—		—
	$	—	$	—	$	(3,927	)
Deferred tax (benefit):
Federal		—		—		—
State and local		—		—		—
Foreign		—		—		122
		—		—		122

Benefit from income taxes	$	—	$	—	$	(3,805	)

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The domestic and foreign components of pre-tax loss (including discontinued operations) are as follows:

	Years Ended December 31,
	2011			2010			2009
Domestic	$	(15,790	)	$	(29,370	)	$	(54,048	)
Foreign		(1,294	)		(2,270	)		(2,213	)
Pre-tax loss	$	(17,084	)	$	(31,640	)	$	(56,261	)

	Years Ended December 31,
	2011			% of Pretax			2010		% of Pretax			2009		% of Pretax
Tax at Federal statutory rate	$	(5,979	)	(35.0	)%	$	(11,074	)	(35.0)	%	$	(19,691	)	(35.0)	%
Increase (decrease) in: Valuation allowances		6,353		37.2			12,564		39.7			18,438		32.8
Permanent differences		16		0.1			10		—			150		0.3
State and local taxes - net		(390	)	(2.3	)		(1,500	)	(4.7)			(2,702	)	(4.8)
Income tax (benefit) provision	$	—		—	%	$	—		—	%	$	(3,805	)	(6.7)	%

The components of the net deferred tax assets (liabilities) are as follows:

	December 31,
		2011			2010
Deferred Tax Assets:
Investments	$	4,939		$	4,544
Inventory		—			—
Film and television costs		672			719
Accounts receivable allowances		109			224
Net operating loss carryforwards		44,018			37,864
Capital loss carryforwards		4,575			4,575
Restricted stock/Stock options		1,923			1,877
Contributions		100			98
Deferred rent		187			197
Property and equipment		759			976
Gross deferred tax assets	$	57,282		$	51,074

Deferred Tax Liabilities:
Film and television costs	$	—		$	—
Foreign earnings		—			—
Accrued minimum guarantees		—			(28	)
Gross deferred tax liabilities	$	—		$	(28	)

Valuation allowance	$	(57,282	)	$	(51,046	)

Net deferred tax asset	$	—		$	—
Amounts recognized in the Consolidated Balance
Sheets consist of:
Deferred tax asset – current	$	—		$	—
Deferred tax asset – non-current		—			—
Net deferred tax asset	$	—		$	—

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A reconciliation of activity for the Company’s deferred tax asset valuation allowance is provided as follows:

	Years Ended December 31,
			2011		2010			2009

Beginning balance		$	51,046	$	43,500		$	33,164
Additions to provision			6,236		10,490			14,383
Credit to accumulated other comprehensive loss			—		(2,944	)		(4,047	)
		$	57,282	$	51,046		$	43,500

The expiration terms and amounts for which an allowance has been provided with respect to the loss and credit carryforwards reflected in the gross deferred tax assets above are comprised as follows:

Loss Carryforwards	Expiration	Gross Amount

Federal	2031	$	106,294
State and local	2016-2031		116,620
Foreign	Indefinite		6,289

Capital Loss Carryforwards

Federal	2015	$	23,786
State and local	2015		23,786

The Company records U.S. taxes on undistributed earnings of subsidiaries to the extent such earnings are planned to be remitted and not permanently reinvested. The Company has no current plans to repatriate more earnings from its foreign subsidiary.

The Company has no unrecognized tax benefits recorded for the years ended December 31, 2011 and 2010.

When and if the Company were to recognize interest or penalties related to unrecognized tax benefits, they would be reported net of federal tax benefit in tax expense.

It is difficult to predict what would occur to change the Company’s unrecognized tax benefits over the next twelve months. The Company believes, however, that there should be no change during the next twelve months.

10. LOSS PER SHARE

The Company computes basic EPS based solely on the weighted average number of common shares outstanding during the period in accordance with authoritative guidance issued by the FASB. Diluted EPS reflects all potential dilution of common stock. For the years ended December 31, 2011, 2010 and 2009, 0, 290,000 and 770,250 shares, respectively, attributable to the outstanding options, were excluded from the calculation of diluted EPS because the effect was antidilutive.

11. LIABILITIES SUBJECT TO COMPROMISE

Liabilities subject to compromise refers to unsecured obligations that will be accounted for under any bankruptcy plan. Generally, actions to enforce or otherwise effect payment of liabilities arising prior to the commencement of the Bankruptcy Cases (“Pre-Petition Liabilities”) are stayed. The authoritative guidance issued by the FASB requires Pre-Petition liabilities that are subject to compromise to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. These liabilities represent the estimated amount expected to be allowed on known or potential claims to be resolved through the Bankruptcy Cases, and remain subject to future adjustments arising from negotiated settlements, actions of the Bankruptcy Court, rejection of executory contracts and unexpired leases, the determination as to the value of collateral securing the claims, proofs of claim, or other events. Liabilities subject to compromise also include certain items that may be assumed under a plan of reorganization, and as such, may be subsequently reclassified to liabilities not subject to compromise. Unless otherwise provided for in the Bankruptcy Code or any “claims bar date order” entered in the Bankruptcy Cases, holders of pre-petition claims are required to file proofs of claims by the “bar date”, which will be established with approval of the Bankruptcy Court. A bar date is the date by which certain claims against the Debtors must be filed if the claimants wish to receive any distribution in Bankruptcy Cases. Once a bar date is established, creditors will

F - 18

be notified of the bar date and the requirement to file a proof of claim with the Bankruptcy Court. Differences between liability amounts estimated by the Debtors and claims filed by creditors will be investigated and, if necessary, the Bankruptcy Court will make a final determination of the amount of any allowable claim. The determination of how liabilities will ultimately be treated cannot be made until the Bankruptcy Court approves a bankruptcy plan. Accordingly, the ultimate amount or treatment of such liabilities is not determinable at this time.

Liabilities subject to compromise consisted of the following:

	December 31, 2011
Due to Licensors	$	2,627
Accounts Payable and Accrued Expenses		4,880
Total	$	7,507

Liabilities subject to compromise includes trade accounts payable related to pre-petition purchases, not all of which were paid. As a result, the Company’s cash flows from operations were favorably affected by the stay of payment related to these accounts payable.

12. SEVERANCE AND EXIT COSTS

A summary of the actions taken for severance and other exit costs have been recorded in loss from discontinued operations and the estimated remaining liability associated with such costs are as follows:

	Total Expenses		Remaining Liability as of December 31, 2011

Severance and related costs	$	26	$	87
Termination of contracts and leases		25		485
Total	$	51	$	572

The remaining liability for severance and exit costs, which are included in current liabilities of discontinued operations, will be paid in accordance with the provisions of the contractual agreements and payments are expected to be completed at various times through 2012.

13. DISCONTINUED OPERATIONS

Effective September 30, 2010, the Company terminated the operations of TC Digital and TC Websites due to their continued lack of profitability. As a consequence of the termination of their operations, TC Digital and TC Websites ceased supporting the Chaotic trading card game and website, effective October 1, 2010. The results of operations for the trading card and game distribution segment are reported as a discontinued operation and the accompanying consolidated financial statements have been reclassified for all prior periods to report the assets, liabilities and operating results of this business.

The following are the summarized results of discontinued operations for the trading card and game distribution segment for the years ended December 31, 2011, 2010 and 2009:

	Years Ended December 31,
		2011			2010			2009
Total net revenues	$	11		$	247		$	2,603
Total costs and expenses		62			6,736			23,182
Loss from discontinued operations	$	(51	)	$	(6,489	)	$	(20,579	)

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The major classes of assets and liabilities of the discontinued operations on the balance sheet are as follows:

	December 31, 2011		December 31, 2010
ASSETS
Accounts receivable – net	$	—	$	—
Inventory		—		—
Prepaid and other current assets		18		39
Current assets of discontinued operations	$	18	$	39

Property and equipment - net	$	—	$	—
Other assets - net		—		—
Non-current assets of discontinued operations	$	—	$	—

LIABILITIES
Accounts payable and accrued expenses	$	1,583	$	1,753
Current liabilities of discontinued operations	$	1,583	$	1,753

14. ACCOUNTING CHANGE AND RECLASSIFICATION

Certain of the Company’s representation contracts contain provisions for the production of animated television episodes based on the licensor’s property. These contracts typically contain provisions for the licensor to reimburse the Company for costs incurred in the production of the television programming. The reimbursement may be in the form of reduced royalty fees owed the licensor under other provisions of the contract or in the form of direct cash reimbursement. The Company has accounted for this reimbursement as reduction of its film costs capitalized. Additionally, the Company has historically recorded the reimbursement as service revenue with an equal amount as cost of production.

These reimbursements are contained under overall representation contracts with licensors. Under these contracts, the Company will generate royalty revenue from third party licensees. Since the primary licensor (property owner) will also benefit from the increased awareness of the property, they are willing to contribute to the cost of the production of the programming. The Company believes that it is appropriate to account for the partial reimbursement of production costs as a reduction of its capitalized film costs which is amortized into the cost of revenue.

The Company has reassessed the accounting treatment for reimbursements of its production costs under representation contracts and as of December 31, 2009, has no longer recorded these amounts in the Television and Film Production/Distribution segment as revenue with a corresponding charge to production service costs. The Company has retroactively adjusted revenue and production service costs for all periods presented. The Company considered the qualitative aspect of these adjustments, as well as the impact on the Company’s operating losses and earnings per share calculations in determining that no further restatement of the Company’s financial statements is necessitated by this accounting change.

F - 20

The following table shows the summary impact in the consolidated statements of operations for the year ended December 31, 2009.

As originally reported:

	Year Ended December 31, 2009
Total net revenues	$	36,651
Total costs and expenses		59,587
Loss from operations	$	(22,936	)

As restated:

	Year Ended December 31, 2009
Total net revenues	$	34,180
Total costs and expenses		57,116
Loss from operations	$	(22,936	)

15. DEFINED CONTRIBUTION PLAN

The Company participates in a 401(k) plan covering substantially all employees. Benefits vest based on number of years of service. The Company’s policy is to match 25% of the first 6% of the covered employee’s annual salary, as defined by the plan. Contributions to the plan by the Company amounted to $88, $111 and $140 for the years ended December 31, 2011, 2010 and 2009, respectively.

16. COMMITMENTS AND CONTINGENCIES

Bonus Plan - Bonuses are eligible to key officers and employees in an amount, if any, to be determined in the sole discretion of the Compensation Committee of the Board of Directors in consultation with the management of 4Kids. No bonuses were awarded to key officers and employees for 2011, 2010 and 2009.

b.	Leases - The Company leases certain office, administration and production facilities. Commitments for minimum rentals, not including common charges, under non-cancelable leases at the end of 2011 are as follows:

Year Ending December 31,		Amount
	2012	$	1,176
	2013		1,232
	2014		1,162
	2015		1,056
	2016		1,088
2017 and after			560
Total		$	6,274

Rent expense for all operating leases charged against earnings amounted to $1,305, $2,104 and $2,288 during fiscal years 2011, 2010 and 2009, respectively.

Litigation - TCD International, Ltd. - On February 12, 2010, Home Focus Development, Ltd., a British Virgin Islands Corporation, (“Home Focus”) filed suit against 4Kids in the United States District Court for the Southern District of New York. Home Focus alleged that 4Kids owed Home Focus $1,075 under an Interest Purchase Agreement among 4Kids, Home Focus and TC Digital entered into on March 2, 2009, pursuant to which the Company acquired a 25% ownership interest in TCD International, Ltd. (“TDI”).

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The commencement of the Bankruptcy Cases automatically “stayed” the Yu-Gi-Oh! Litigation until such time as the Bankruptcy Court may order otherwise.

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Employment Contracts - As of December 31, 2011, the Company had employment and severance agreements and arrangements with certain of its executive officers and management personnel. The agreements generally continue until terminated by the employee or the Company, and provide for severance payments under certain circumstances. The majority of the agreements and arrangements provide the employees with certain additional rights after a change of control (as defined in such agreements) of the Company occurs. The agreements include a covenant against competition with the Company which extends for a period of time after termination for any reason. As of December 31, 2011, if all of the employees under contract were terminated by the Company without good cause or following a change of control, under these contracts, the Company’s liability would be approximately $2,517 or $2,187, respectively.

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Broadcast Agreement (The CW Broadcast Agreement) - On October 1, 2007, the Company and The CW entered into the CW Agreement, under which The CW granted to the Company the exclusive right to program The CW's Saturday morning children's programming block (“The CW4Kids”) that is broadcast in most markets between 7am and 12pm for an initial term of five years beginning with The CW's 2008-2009 broadcast season. Each broadcast season runs from September to September.

The minimum guarantee payable by the Company to The CW under the CW Agreement is as follows:

Broadcast Season		Minimum Fee
	2008/2009	$	15,000
	2009/2010	$	12,000
	2010/2011	$	11,500
	2011/2012	$	11,500
	2012/2013	$	11,500

Year Ending December 31,		CW Agreement
	2012	$	20,599
	2013		6,500
Total		$	27,099

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Contractual Arrangements - During the normal course of business, the Company may enter into various agreements with third parties to license, acquire, distribute, broadcast, develop and/or promote Properties. The terms of these agreements will vary based on the services and/or Properties included within the agreements, as each of these agreements also have specific provisions relating to rights granted, territory and contractual term.

17. NONCONTROLLING INTEREST RELATED TO DISCONTINUED OPERATIONS

As of January 1, 2009, all earnings and losses of a subsidiary are attributed to both the parent and the noncontrolling interest, even if the losses attributable to the noncontrolling interest result in a deficit noncontrolling interest balance. Previously, any losses exceeding the noncontrolling interest’s investment in the subsidiaries were attributed to the parent.

Effective September 30, 2010, the Company has terminated the operations of TC Digital and TC Websites due to their continued lack of profitability. As a consequence of the termination of their operations, TC Digital and TC Websites ceased supporting the Chaotic trading card game and website, effective October 1, 2010 (see Note 13, Discontinued Operations).

a) TC Digital Games LLC - TC Digital was formed in December 2006. 4Kids Digital has owned 55% of TC Digital’s membership interests, and CUSA has owned the remaining 45% of TC Digital’s membership interests, since December 2007. TC Digital is treated as a consolidated subsidiary of the Company as a result of its majority ownership and its right to break any dead-locks within the TC Digital Management Committee.

Noncontrolling interest of membership units in TC Digital represents the noncontrolling members’ proportionate share of the equity in the entity. Income is allocated to the membership units noncontrolling interest based on the ownership percentage throughout the year. As of December 31, 2011, the noncontrolling member continued to hold 45% of the equity in the entity. The following table summarizes the noncontrolling interest’s loss attributable to the noncontrolling equity interest in TC Digital:

	Year Ended December 31,
	2011			2010			2009
TC Digital net loss before common units noncontrolling interest	$	(4,181	)	$	(8,584	)	$	(19,107	)
Noncontrolling interest percentage		45	%		45	%		45	%
Noncontrolling interest loss allocation		(1,882	)		(3,863	)		(8,598	)
Less: Capital contribution from noncontrolling interest		—			—			—
Loss attributable to noncontrolling interest	$	(1,882	)	$	(3,863	)	$	(8,598	)

Included in the TC Digital net loss for the years ended December 31, 2011, 2010 and 2009 is interest expense of $4,137, $3,748 and $2,856, respectively, which has been eliminated in consolidation. Included in the TC Digital net loss for the year ended December 31, 2010, is $33 related to the operations of TDI, a joint venture owned 50% by TC Digital, 25% by the Company and 25% by Home Focus, see Note 19 for further details. As of December 31, 2011, Home Focus has not made a required capital contribution to TDI.

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As of December 31, 2011, the loss in excess of noncontrolling interest for TC Digital absorbed by 4Kids Digital, in the aggregate, since the formation of such entity is $22,036.

b) TC Websites LLC - Under the terms of the TC Websites operating agreement, 4Kids Websites and CUSA are each entitled to elect two managers to TC Websites’ Management Committee, with 4Kids Websites having the right to break any deadlocks on TC Websites' Management Committee with respect to operational matters. TC Websites is treated as a consolidated subsidiary of the Company as a result of its majority ownership and its right to break any deadlocks within the TC Websites Management Committee.

As of December 31, 2011, the noncontrolling member held 45% of the equity in the entity. The following table summarizes the noncontrolling interest’s loss attributable to the noncontrolling equity interest in TC Websites:

	Year Ended December 31,
	2011			2010			2009
TC Websites net loss before common units noncontrolling interest	$	(4	)	$	(1,369	)	$	(3,959	)
Noncontrolling interest percentage		45	%		45	%		45	%
Noncontrolling interest loss allocation		(2	)		(616	)		(1,782	)
Less: Capital contribution from noncontrolling interest		—			10			132
Loss attributable to noncontrolling interest	$	(2	)	$	(606	)	$	(1,650	)

As of December 31, 2011, the loss in excess of noncontrolling interest for TC Websites absorbed by 4Kids Websites in the aggregate since the formation of such entity is $6,038.

18. IMPAIRMENT OF CHAOTIC RELATED ASSETS

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of certain assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of these assets by determining whether the carrying value will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the value of the assets.

During the fourth quarter of 2009, the Company recorded $20,195 of charges to reduce the carrying value of certain “Chaotic” assets based on their revised estimated fair values. Such amounts include: (i) a reduction of the Company’s film inventory of $12,637 through amortization based on a change in the overall expected future revenues of the Property, including approximately $6,943 owed to the Company by CUSA and Apex Marketing, Inc., collectively, for their share of production costs for television episodes of the “Chaotic” Property under their representation agreement with 4Kids Licensing; (ii) a reduction of the Company’s trading card inventory of $3,829, based on the value of expected future trading card sales; (iii) an impairment charge with respect to the Company’s investment in TDI of $2,430 to reflect the decreased value of this non-performing international joint venture of the “Chaotic” trading card business; and (iv) an impairment charge of $1,299 relating to the decreased value of the Company’s international subsidiary’s investment in a percentage of domestic “Chaotic” trading card sales.

19. RELATED PARTY TRANSACTIONS

National Law Enforcement and Firefighters Children’s Foundation – Alfred Kahn, the Company’s former Chairman and Chief Executive Officer is the founder and President of The National Law Enforcement and Firefighters Children’s Foundation (the “Foundation”). The Foundation is a not-for-profit organization dedicated to helping the children of law enforcement and firefighting personnel and working with law enforcement and firefighting organizations to provide all children with valuable social and life skill programs. During the years ended December 31, 2011, 2010 and 2009, the Company contributed approximately $0, $0 and $66, respectively, to the Foundation.

Chaotic USA Entertainment Group, Inc. (“CUSA”) - On December 11, 2006, 4Kids Digital and CUSA LLC formed TC Digital as a joint venture, with 4Kids Digital now owning 55% of TC Digital’s membership interests and CUSA LLC now owning 45% of TC Digital’s membership interests. TC Digital is treated as a consolidated subsidiary of the Company as a result of its majority ownership in TC Digital and its right to break any dead-locks within the TC Digital Management Committee. Effective September 30, 2010, the Company terminated the operations of TC Digital and TC Websites due to their continued lack of profitability. The termination of the business of TC Digital and TC Websites will enable the Company to further reduce costs and focus on its core businesses. As a consequence of the termination of their operations, TC Digital and TC Websites ceased supporting the Chaotic trading card game and website, effective October 1, 2010. The results of operations of TC Digital and TC Websites are reported in the Company’s consolidated financial statements as discontinued operations (see Note 13), subject to a noncontrolling interest. Bryan Gannon (“Gannon”), President and Chief Executive Officer of CUSA and John Milito (“Milito”), Executive Vice President and Chief Operating Officer of CUSA, each own an interest of approximately 32% in CUSA and became officers of TC Digital in 2006. Milito’s employment with TC Digital was terminated on December 31, 2009. Gannon’s employment with TC Digital was terminated on October 15, 2010.

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As of December 31, 2011, the Company had entered into the following transactions with CUSA and CUSA LLC, or parties related to Gannon and Milito that are summarized below:

Chaotic Property Representation Agreement - On December 11, 2006, 4Kids Licensing, CUSA and Apex Marketing, Inc. (“Apex”), a corporation in which Gannon holds 60% of the outstanding capital stock and Milito owns 39% of the outstanding capital stock, entered into an amended and restated Chaotic Property Representation Agreement (“CPRA”) replacing the original Chaotic Property Representation Agreement entered into by the parties in April 2005. Under the terms of the CPRA, 4Kids Licensing is granted exclusive television broadcast and production, merchandising licensing, and home video rights to the “Chaotic” Property worldwide in perpetuity, subject to certain limited exceptions. Under the terms of the CPRA, all “Chaotic” related income less approved merchandising and other expenses shall be distributed 50% to the Company and 50% to CUSA and Apex, excluding trading card royalties which are distributed 55% to 4Kids Digital and 45% to CUSA. Additionally, all approved production expenses for television episodes based on the “Chaotic” property are allocated 50% to 4Kids Licensing and 50% to CUSA and Apex. As of December 31, 2011, 2010 and 2009 there were no distributions and approximately $8,364, $8,583 and $8,458, respectively, of production, merchandising and other general expenses were owed to 4Kids Licensing by CUSA and Apex, collectively, which were fully reserved on the Company’s consolidated financial statements.

Patent License Agreements - On December 11, 2006, TC Digital and TC Websites each entered into an agreement (the “Patent License Agreements”) with Cornerstone Patent Technologies, LLC (“Cornerstone”), a limited liability company, in which Gannon and Milito each hold a 25% membership interest. Pursuant to the Patent License Agreements, TC Digital and TC Websites obtained exclusive licenses (subject to certain exceptions) to use certain patent rights in connection with “Chaotic” and other trading card games which are uploaded to websites owned and operated by each such entity. Additionally, each of TC Digital and TC Websites agreed to pay Cornerstone a royalty of 1.5% of the Manufacturers Suggested Retail Price for the sale of trading cards. On September 10, 2007, the Company purchased a 25% interest in such patents from Cornerstone for $750. During the years ended December 31, 2011 and 2010, the Company earned no royalties and during the year ended December 31, 2009 the Company earned royalties of $250, associated with its portion of the patents, related to the sales of “Chaotic” trading cards, which such royalties are eliminated in the Company’s consolidated financial statements.

Operating Agreement of TC Digital LLC - Under the terms of the TC Digital operating agreement (“TCD Agreement”), TC Digital is obligated to pay the following fees and/or royalties to: (i) 4Kids Digital equal to 3% of TC Digital’s gross revenues up to $350 per year for management services performed; (ii) 4Kids Digital and CUSA equal to 3% of net sales of each pack of trading cards sold; and (iii) the Company equal to (x) 10% of the net sales of “Chaotic” trading cards and (y) an additional 1% of net sales of “Chaotic” trading cards above $50 million during a calendar year. The Company acquired its rights to receive royalties of 10% in respect to net sales of “Chaotic” trading cards under the TCD Agreement through purchases from Dracco Company Ltd. (“Dracco”) of a 5% royalty stream on October 17, 2007, a 1% royalty stream, previously allocated to CUSA from Dracco, on December 18, 2007, a 4% royalty stream on March 17, 2008 in exchange for one-time payments of $2,250, $450 and $1,100, respectively. The consideration for the purchase of the 1% royalty stream for $450 was satisfied through the settlement of certain capital contributions required to be made by CUSA to TC Websites under the TCW Agreement. During the years ended December 31, 2011, 2010, 2009, the Company and CUSA earned royalties and or fees of $0, $74, and $879, respectively relating to the sales of “Chaotic” trading cards under the TCD agreement. The Company’s portion of royalties and its management fee were eliminated in its consolidated financial statements.

Chaotic Merchandise License Agreement - On December 11, 2006, 4Kids Licensing, CUSA and TC Digital entered into a merchandise licensing agreement pursuant to which 4Kids Licensing and CUSA granted TC Digital exclusive rights to manufacture, produce and license “Chaotic” trading cards and related accessories through December 31, 2016. Under the terms of the agreement, TC Digital is obligated to pay a royalty on trading cards and all related accessories equal to (i) 4% of net sales to 4Kids Licensing while any amounts are outstanding to 4Kids Digital under the loan agreement or line of credit agreement or (ii) if no amounts are outstanding to 4Kids Digital under the loan agreement or line of credit agreement, 8% of net sales of such cards and accessories, 55% of which will be paid to 4Kids Licensing and 45% of which will be paid to CUSA. For the years ended December 31, 2011, 2010 and 2009, no royalties had been earned under this agreement.

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Operating Agreement of TC Websites LLC - On December 11, 2006, 4Kids Websites entered into the TC Websites Operating Agreement (“TCW Agreement”) with CUSA to purchase a 50% membership interest in TC Websites, which was amended on December 18, 2007 in connection with 4Kids Websites’ acquisition of an additional 5% ownership interest in TC Websites. Under the terms of the TCW Agreement, each member of TC Websites is obligated to make capital contributions on a pro-rata basis to the extent determined by its Management Committee to be necessary to fund the operation of the Website. Any transaction resulting in the sale of more than 50% of TC Websites’ membership interests or in the sale of all or substantially all of TC Digital’s assets requires the consent of members of TC Websites holding two-thirds of its membership interests (as opposed to a majority of its membership interests).

Interest Purchase Agreement - On March 2, 2009, TC Digital, the Company and Home Focus entered into various agreements pursuant to which TC Digital and Home Focus agreed to form TDI and the Company agreed to purchase the TDI interest from Home Focus. The purchase price for the TDI interest is an initial price of $1,575 with an obligation to pay up to an additional $1,000 (the “Conditional Payments”) conditioned upon the “Chaotic” television series being telecast in the five largest European television markets (the United Kingdom, France, Germany, Spain and Italy) and/or TDI selling in excess of $10,000 of “Chaotic” trading cards. To date, the Company has entered into agreements for the telecast of the “Chaotic” television series in the UK, France and Germany, requiring the Company to make $600 of the Conditional Payments. The Company has paid Home Focus the following consideration for the TDI interest: the Company paid $475 upon execution of the various agreements and has paid the monthly installments of $125 for each of April, May, June, July and August of 2009. The Company ceased paying Home Focus additional amounts under the Interest Purchase Agreement due to the failure by Home Focus to make the required capital contributions to TDI required under the Shareholders Agreement, dated March 2, 2009, entered into by the Company and Home Focus with respect to TDI (the “TDI Agreement”).

TDI Shareholders Agreement - Under the TDI Agreement, the Board of Directors of TDI consists of four directors. TC Digital has the right to elect two directors and the Company and Home Focus each have the right to elect one director. There are a number of extraordinary actions that require the consent by shareholders holding at least 80% of the voting stock of TDI in addition to approval of the Board of Directors. The TDI Agreement requires the shareholders to provide TDI with additional capital on a pro rata basis in exchange for additional equity. Under the TDI Agreement, TDI is required to pay or reimburse TC Digital for the costs and expenses associated with the printing, advertising, marketing and promotion of the “Chaotic” trading card game in the TDI Territory (as defined in the TDI Agreement). In addition, TDI is responsible for reimbursing TC Digital and TC Websites for the cost of translating the “Chaotic” trading cards and “Chaotic” website into the European languages and for bandwidth and equipment charges associated with making the “Chaotic” website operational in the TDI Territory. TDI is also required to pay TC Digital and TC Websites a design fee equal to 3% and 1.5%, respectively, of net sales of “Chaotic” trading cards in the TDI Territory. For the years ended December 31, 2011 and 2010, TC Digital and TC Websites earned no royalties and for the year ended December 31, 2009 TC Digital and TC Websites earned royalties of $33 and $16 respectively, under this agreement arising from the net sales of “Chaotic” trading cards in the TDI Territory. The royalties earned by TC Digital and TC Websites are eliminated in the Company’s consolidated financial statements.

20. SUBSEQUENT EVENTS

Subsequent events were evaluated by the Company through the date the financial statements were issued. There were no other events that occurred subsequent to December 31, 2011 that would require recognition or disclosure in the Company’s consolidated financial statements.

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21. SEGMENT AND RELATED INFORMATION

The Company has three reportable segments: (i) Licensing; (ii) Advertising Media and Broadcast; and (iii) Television and Film Production/Distribution. The Company’s reportable segments are strategic business units, which, while managed separately, work together as a vertically integrated entertainment company. The Company’s management regularly evaluates the performance of each segment based on its net revenues, profit and loss after all expenses, including amortized film and television costs and the 4Kids TV broadcast fee and interest income. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company’s Television and Film Production/Distribution segment records inter-segment revenues and the Company’s Advertising Media and Broadcast segment records inter-segment charges related to the estimated acquisition costs of episodic television series for broadcast.

All inter-segment transactions have been eliminated in consolidation.

Years Ended December 31,	Licensing			Advertising Media and Broadcast			TV and Film Production/ Distribution			Total
2011:
Net revenues from external customers	$	8,962		$	1,635		$	1,749		$	12,346
Amortization of television and film costs		—			—			2,762			2,762
Interest income		63			—			1			64
Impairment of investment securities		—			—			—			—
Loss on sale of investment security		(910	)		—			—			(910	)
Reorganization items		(1,628	)		—			—			(1,628	)
Gain on litigation		1,846			—			—			1,846
Segment loss		(3,152	)		(9,998	)		(3,883	)		(17,033	)
Segment assets		7,128			2,895			5,903			15,926

2010:
Net revenues from external customers	$	12,046		$	921		$	1,511		$	14,478
Amortization of television and film costs		—			—			6,827			6,827
Interest income		396			6			1			403
Impairment of investment securities		(3,578	)		—			—			(3,578	)
Loss on sale of investment security		(1,616	)		—			—			(1,616	)
Segment loss		(7,822	)		(8,161	)		(9,168	)		(25,151	)
Segment assets		16,356			4,995			7,680			29,031

2009:
Net revenues from external customers	$	24,068		$	2,772		$	7,340		$	34,180
Amortization of television and film costs		—			—			21,511			21,511
Impairment of investment in international trading card subsidiary		2,430			—			—			2,430
Interest income		1,059			17			—			1,076
Impairment of investment securities		(6,175	)		—			—			(6,175	)
Loss on sale of investment security		(7,647	)		—			—			(7,647	)
Segment loss		(8,913	)		(4,278	)		(22,491	)		(35,682	)
Segment assets		32,820			7,606			12,105			52,531

Net revenues from external customers and segment profit from discontinued operations have been excluded and are disclosed in Note 13. Additionally, segment assets relating to discontinued operations of $18, $39, and $4,122 as of December 31, 2011, 2010, and 2009, respectively, have also been excluded in segment reporting.

Additionally, through the Company’s London office and network of international subagents, which allow it to license its Properties throughout the world, the Company recognized net revenues from international sources primarily in Europe, of approximately $1,488, $2,240 and $7,130 during fiscal years 2011, 2010 and 2009, respectively. As of December 31, 2011 and 2010, net assets of the Company’s London office were $568 and $691, respectively.

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22. SUMMARIZED QUARTERLY DATA (UNAUDITED)

Following is a summary of the quarterly results of operations for the years ended December 31, 2011 and 2010:

	Fiscal Quarters
2011	First			Second			Third			Fourth
	(In thousands, except per share amounts)
Revenues	$	3,859		$	2,780		$	2,637		$	3,070
Loss from continuing operations		(3,558	)		(4,664	)		(5,252	)		(3,559	)
Net loss from discontinued operations		438			459			468			468
Net loss attributable to 4Kids Entertainment, Inc.	$	(3,120	)	$	(4,205	)	$	(4,784	)	$	(3,091	)
Basic and diluted loss per share attributable to
4Kids Entertainment, Inc. common shareholders
Continuing operations	$	(0.26	)	$	(0.34	)	$	(0.38	)	$	(0.26	)
Discontinued operations		0.03			0.03			0.03			0.03
Basic and diluted loss per share attributable to
4Kids Entertainment, Inc. common shareholders	$	(0.23	)	$	(0.31	)	$	(0.35	)	$	(0.23	)

	Fiscal Quarters
2010	First			Second			Third			Fourth
	(In thousands, except per share amounts)
Revenues	$	4,230		$	2,456		$	2,986		$	4,806
Loss from continuing operations		(2,969	)		(5,934	)		(8,488	)		(7,760	)
Net (loss) income from discontinued operations		(510	)		(532	)		(1,356	)		388
Net loss attributable to 4Kids Entertainment, Inc.	$	(3,479	)	$	(6,466	)	$	(9,844	)	$	(7,372	)
Basic and diluted loss per share attributable to
4Kids Entertainment, Inc. common shareholders
Continuing operations	$	(0.22	)	$	(0.44	)	$	(0.63	)	$	(0.57	)
Discontinued operations		(0.04	)		(0.04	)		(0.10	)		0.03
Basic and diluted loss per share attributable to
4Kids Entertainment, Inc. common shareholders	$	(0.26	)	$	(0.48	)	$	(0.73	)	$	(0.54	)

Quarterly amounts for loss per share may not agree to annual amount due to rounding.

During the fourth quarter of 2011, the Company recorded a gain of $1,846 relating to the settlement agreements between the Company and ADK and TV Tokyo and the settlement agreement with certain officers of Lehman Brothers, Inc. of $1,357 and $489, respectively.

During the fourth quarter of 2010, the Company recorded an impairment charge of $3,578 in non-operating expense relating to the Company’s investment securities which were then other than temporarily impaired.

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