JAKKS PACIFIC INC 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse changes in financial and commodity market prices and rates. We are exposed to market risk in the areas of changes in United States and international borrowing rates and changes in foreign currency exchange rates. In addition, we are exposed to market risk in certain geographic areas that have experienced or remain vulnerable to an economic downturn, such as China. We purchase substantially all of our inventory from companies in China, and, therefore, we are subject to the risk that such suppliers will be unable to provide inventory at competitive prices. While we believe that, should such events occur we would be able to find alternative sources of inventory at competitive prices, we cannot assure you that we would be able to do so. These exposures are directly related to our normal operating and funding activities. To date, we have not used derivative instruments or engaged in hedging activities to minimize our market risk. Interest Rate Risk Our exposure to market risk includes interest rate fluctuations in connection with our JPMorgan ABL Facility (see Item 8 “Consolidated Financial Statements and Supplementary Data, Note 10 – Credit Facilities). In Q1 2023, we entered into an amendment to our JPMorgan ABL Credit Agreement which changed the interest reference rate on our revolving line of credit from LIBOR to the Secured Overnight Financing Rate (“SOFR”). Effective March 16, 2023, borrowings under our JPMorgan ABL Facility bear interest at either (i) SOFR plus 1.50% - 2.00% (determined by reference to an excess availability pricing grid) or (ii) Alternate Base Rate plus 0.50% - 1.00% (determined by reference to an excess availability pricing grid and base rate subject to a 1.00% floor). Borrowings under the JPMorgan ABL Facility are therefore subject to risk based upon prevailing market interest rates. Interest rate risk may result from many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control. During the twelve-month period ended December 31, 2023, the maximum amount borrowed under the revolving credit facility was $10 million and the average amount of borrowings outstanding was $0.5 million. As of December 31, 2023, the amount of total borrowings outstanding under the revolving credit facility was nil. Foreign Currency Risk We have wholly-owned subsidiaries in Hong Kong, China, the United Kingdom, Germany, France, the Netherlands, Italy, Canada and Mexico. Sales are generally made by these operations on FOB China or Hong Kong terms and are denominated in U.S. dollars. However, purchases of inventory and Hong Kong operating expenses are typically denominated in Hong Kong dollars and local operating expenses in the United Kingdom, Germany, France, the Netherlands, Italy, Canada, Mexico and China are denominated in local currency, thereby creating exposure to changes in exchange rates. Changes in the U.S. dollar exchange rates may positively or negatively affect our results of operations. The exchange rate of the Hong Kong dollar to the U.S. dollar has been linked to the U.S. dollar by the Hong Kong Monetary Authority at HK$7.75 – HK$7.85 to US$1.00 since 2005 and, accordingly, has not represented a meaningful currency exchange risk to the U.S. dollar. We do not believe that near-term changes in these exchange rates, if any, will result in a material effect on our future earnings, fair values or cash flows. Therefore, we have chosen not to enter into foreign currency hedging transactions. We cannot assure you that this approach will be successful, especially in the event of a significant and sudden change in the value of these foreign currencies. 38 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors JAKKS Pacific, Inc. Santa Monica, California Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of JAKKS Pacific, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 , in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 15, 2024 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. 39 Table of Contents Cost of Sales for Royalties and Related Liabilities As described in Notes 2, 8 and 16 of the consolidated financial statements, the Company enters into various license agreements whereby the Company uses certain characters and intellectual properties in conjunction with its products. For the year ended December 31, 2023, the cost of sales related to license agreement royalties was $117.6 million. As of December 31, 2023, accrued royalties were $23.6 million. We identified the cost of sales for royalties and related liabilities as a critical audit matter. The royalty expense calculation includes multiple variables based on various license agreements, including amended and renewed license agreements, and a significant volume of underlying data. The cost of sales for royalties and related liabilities requires judgment to critically evaluate management’s forecasts, including assessing the Company’s ability to fully utilize minimum guaranteed royalties. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of effort required to address these matters. The primary procedures we performed to address this critical audit matter included: ● Evaluating the reasonableness of management’s forecasts, which included: (i) obtaining an understanding of management’s process for developing forecasts, (ii) comparing prior period forecasts to actual results, (iii) assessing the Company’s ability to meet its future guarantees at the license agreement level and (iv) evaluating the impact of alternative assumptions on the measurement and comparing to management’s estimate. ● Assessing management’s projections in the context of other audit evidence obtained during the audit and historical performance to determine whether it was contradictory to the conclusion reached by management. ● Testing the cost of sales for royalties and related liabilities by (i) evaluating the reasonableness of royalties based on existing, amended, and renewed license agreements during the year, (ii) testing the activity of selected royalty contracts, and (iii) ensuring the proper classification of the selected royalty contracts at year-end. /s/ BDO USA, P.C. We have served as the Company’s auditor since 2006. Los Angeles, California March 15, 2024 40 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS Assets December 31, 2023 2022 (In thousands, except per share data) Current assets Cash and cash equivalents $ 72,350 $ 85,297 Restricted cash 204 193 Accounts receivable, net of allowance for credit losses of $ 3,743 and $ 2,865 in 2023 and 2022, respectively 123,797 102,771 Inventory 52,647 80,619 Prepaid expenses and other assets 6,374 6,331 Total current assets 255,372 275,211 Property and equipment Office furniture and equipment 8,852 10,064 Molds and tooling 120,396 113,714 Leasehold improvements 6,708 6,659 Total 135,956 130,437 Less accumulated depreciation and amortization 121,357 115,575 Property and equipment, net 14,599 14,862 Operating lease right-of-use assets, net 23,592 19,913 Other long-term assets 2,162 2,469 Deferred income tax assets, net 68,143 57,804 Goodwill 35,083 35,083 Total assets $ 398,951 $ 405,342 Liabilities, Preferred Stock and Stockholders' Equity Current liabilities Accounts payable $ 42,177 $ 33,687 Accounts payable - Meisheng (related party) 12,259 9,820 Accrued expenses 45,102 37,998 Reserve for sales returns and allowances 38,531 51,877 Income taxes payable 3,785 8,165 Short-term operating lease liabilities 7,380 10,746 Short-term debt, net — 25,529 Total current liabilities 149,234 177,822 Long-term operating lease liabilities 16,666 9,863 Accrued expenses – long term 3,746 — Debt, non-current portion, net of issuance costs and debt discounts — 41,622 Preferred stock derivative liability 29,947 21,918 Income taxes payable 3,245 2,929 Total liabilities 202,838 254,154 Commitments and contingencies (Note 16) Preferred stock accrued dividends, $ 0.001 par value; 5,000,000 shares authorized; 200,000 shares issued and outstanding in 2023 and 2022 5,992 4,490 Stockholders' Equity Common stock, $ 0.001 par value; 100,000,000 shares authorized; 10,096,197 and 9,742,236 shares issued and outstanding in 2023 and 2022, respectively 10 10 Additional paid-in capital 278,642 275,187 Accumulated deficit ( 73,612 ) ( 112,018 ) Accumulated other comprehensive loss ( 15,627 ) ( 17,482 ) Total JAKKS Pacific, Inc. stockholders' equity 189,413 145,697 Non-controlling interests 708 1,001 Total stockholders' equity 190,121 146,698 Total liabilities, preferred stock and stockholders' equity $ 398,951 $ 405,342 See accompanying notes to consolidated financial statements. 41 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2023 2022 2021 (In thousands, except per share amounts) Net sales $ 711,557 $ 796,187 $ 621,116 Cost of sales: Cost of goods 362,378 449,597 343,130 Royalty expense 117,607 126,633 87,187 Amortization of tools and molds 8,219 8,671 7,842 Cost of sales 488,204 584,901 438,159 Gross profit 223,353 211,286 182,957 Direct selling expenses 36,987 33,290 43,069 General and administrative expenses 126,893 114,819 98,712 Depreciation and amortization 366 1,907 2,409 Selling, general and administrative expense 164,246 150,016 144,190 Intangible asset impairment — 300 — Income from operations 59,107 60,970 38,767 Loss from joint ventures ( 565 ) — — Other income (expense), net 563 797 446 Change in fair value of preferred stock derivative liability ( 8,029 ) ( 636 ) ( 13,220 ) Change in fair value of convertible senior notes — — ( 16,419 ) Gain on loan forgiveness — — 6,206 Loss on debt extinguishment ( 1,023 ) — ( 7,351 ) Interest income 1,344 127 13 Interest expense ( 6,451 ) ( 11,183 ) ( 14,104 ) Income (loss) before provision for (benefit from) income taxes 44,946 50,075 ( 5,662 ) Provision for (benefit from) income taxes 6,833 ( 41,008 ) 226 Net income (loss) 38,113 91,083 ( 5,888 ) Net income (loss) attributable to non-controlling interests ( 293 ) ( 330 ) 120 Net income (loss) attributable to JAKKS Pacific, Inc. $ 38,406 $ 91,413 $ ( 6,008 ) Net income (loss) attributable to common stockholders $ 36,904 $ 89,997 $ ( 7,342 ) Earnings (loss) per share - basic $ 3.70 $ 9.33 $ ( 0.98 ) Shares used in earnings (loss) per share - basic 9,962 9,651 7,498 Earnings (loss) per share - diluted $ 3.48 $ 8.86 $ ( 0.98 ) Shares used in earnings (loss) per share - diluted 10,590 10,155 7,498 See accompanying notes to consolidated financial statements. 42 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2023 2022 2021 (In thousands) Net income (loss) $ 38,113 $ 91,083 $ ( 5,888 ) Other comprehensive income (loss): Foreign currency translation adjustment 1,855 ( 4,530 ) ( 506 ) Comprehensive income (loss) 39,968 86,553 ( 6,394 ) Less: Comprehensive income (loss) attributable to non-controlling interests ( 293 ) ( 330 ) 120 Comprehensive income (loss) attributable to JAKKS Pacific, Inc. $ 40,261 $ 86,883 $ ( 6,514 ) See accompanying notes to consolidated financial statements. 43 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY Common Stock Accumulated JAKKS Number Additional Other Pacific, Inc. Non- Total of Paid-in Accumulated Comprehensive Stockholders’ Controlling Stockholders’ Shares Amount Capital Deficit Loss Equity Interests Equity (In thousands) Balance, December 31, 2020 5,695 $ 6 $ 221,590 $ ( 197,423 ) $ ( 12,446 ) $ 11,727 $ 1,211 $ 12,938 Stock-based compensation expense 43 — 2,093 — — 2,093 — 2,093 RSA to RSU conversion ( 431 ) — — — — — — — Conversion of convertible senior notes 4,247 4 50,756 — — 50,760 — 50,760 Repurchase of common stock for employee tax withholding ( 33 ) — ( 164 ) — — ( 164 ) — ( 164 ) Preferred stock accrued dividends — — ( 1,334 ) — — ( 1,334 ) — ( 1,334 ) Net income (loss) — — — ( 6,008 ) — ( 6,008 ) 120 ( 5,888 ) Foreign currency translation adjustment — — — — ( 506 ) ( 506 ) — ( 506 ) Balance, December 31, 2021 9,521 10 272,941 ( 203,431 ) ( 12,952 ) 56,568 1,331 57,899 Stock-based compensation expense 334 — 5,082 — — 5,082 — 5,082 Repurchase of common stock for employee tax withholding ( 113 ) — ( 1,420 ) — — ( 1,420 ) — ( 1,420 ) Preferred stock accrued dividends — — ( 1,416 ) — — ( 1,416 ) — ( 1,416 ) Net income (loss) — — — 91,413 — 91,413 ( 330 ) 91,083 Foreign currency translation adjustment — — — — ( 4,530 ) ( 4,530 ) — ( 4,530 ) Balance, December 31, 2022 9,742 10 275,187 ( 112,018 ) ( 17,482 ) 145,697 1,001 146,698 Stock-based compensation expense 511 — 8,027 — — 8,027 — 8,027 Repurchase of common stock for employee tax withholding ( 157 ) — ( 3,070 ) — — ( 3,070 ) — ( 3,070 ) Preferred stock accrued dividends — — ( 1,502 ) — — ( 1,502 ) — ( 1,502 ) Net income (loss) — — — 38,406 — 38,406 ( 293 ) 38,113 Foreign currency translation adjustment — — — — 1,855 1,855 — 1,855 Balance, December 31, 2023 10,096 $ 10 $ 278,642 $ ( 73,612 ) $ ( 15,627 ) $ 189,413 $ 708 $ 190,121 See accompanying notes to consolidated financial statements. 44 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2023 2022 2021 Cash flows from operating activities Net income (loss) $ 38,113 $ 91,083 $ ( 5,888 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Provision for (recovery of) doubtful accounts 726 233 ( 1,397 ) Depreciation and amortization 8,585 10,578 10,251 Payment-in-kind interest — — 1,519 Write-off and amortization of debt discount 714 845 1,419 Write-off and amortization of debt issuance costs 647 708 1,304 Share-based compensation expense 8,027 5,082 2,093 Gain on disposal of property and equipment ( 40 ) ( 46 ) ( 67 ) Intangibles impairment — 300 — Gain on loan forgiveness — — ( 6,206 ) Loss on debt extinguishment 1,023 — 7,351 Deferred income taxes ( 10,339 ) ( 57,855 ) ( 72 ) Change in fair value of convertible senior notes — — 16,419 Change in fair value of preferred stock derivative liability 8,029 636 13,220 Changes in operating assets and liabilities: Accounts receivable ( 21,752 ) 44,390 ( 43,743 ) Inventory 27,972 3,335 ( 45,312 ) Prepaid expenses and other assets ( 12 ) 4,753 7,330 Account payable 9,595 ( 18,056 ) 19,752 Account payable - Meisheng (related party) 1,918 ( 5,411 ) 5,265 Accrued expenses 7,104 ( 9,073 ) 7,767 Reserve for sales returns and allowances ( 13,346 ) 5,592 4,177 Income taxes payable ( 4,064 ) 9,875 ( 212 ) Other liabilities 3,504 ( 870 ) ( 849 ) Total adjustments 28,291 ( 4,984 ) 9 Net cash provided by (used in) operating activities 66,404 86,099 ( 5,879 ) Cash flows from investing activities Purchases of property and equipment ( 8,906 ) ( 10,389 ) ( 8,221 ) Investments in employee deferred compensation trusts ( 41 ) — — Proceeds from sale of property and equipment 40 2 32 Net cash used in investing activities ( 8,907 ) ( 10,387 ) ( 8,189 ) Cash flows from financing activities Repurchase of common stock for employee tax withholding ( 3,070 ) ( 1,420 ) ( 164 ) Repayment of credit facility borrowings ( 10,000 ) ( 13,000 ) ( 16,000 ) Proceeds from credit facility borrowings 10,000 13,000 16,000 Repayment of 2021 BSP Term Loan ( 69,218 ) ( 29,604 ) ( 495 ) Net proceeds from issuance of long-term debt — — 96,306 Deferred issuance costs — — ( 2,629 ) Repayment of 2019 Recap Term Loan — — ( 125,805 ) Net cash used in financing activities ( 72,288 ) ( 31,024 ) ( 32,787 ) Net increase (decrease) in cash, cash equivalents and restricted cash ( 14,791 ) 44,688 ( 46,855 ) Effect of foreign currency translation 1,855 ( 4,530 ) ( 506 ) Cash, cash equivalents and restricted cash, beginning of year 85,490 45,332 92,693 Cash, cash equivalents and restricted cash, end of year $ 72,554 $ 85,490 $ 45,332 Supplemental disclosures of non-cash activities: Forgiveness of Paycheck Protection Program Loan $ — $ — $ 6,206 Right-of-use assets exchanged for lease liabilities $ 1,648 $ 5,789 $ 4,757 Supplemental disclosures of cash flow information: Cash paid for interest $ 4,718 $ 9,040 $ 13,355 Cash paid for income taxes, net $ 21,635 $ 7,669 $ 1,615 As of December 31, 2023, there was $ 3.0 million of property and equipment included in accounts payable. As of December 31, 2022, there was $ 3.6 million of property and equipment included in accounts payable. As of December 31, 2021, there was $ 2.8 million of property and equipment included in accounts payable. The Company received income tax refunds of nil , $ 0.3 million and $ 0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, and has included these amounts in cash paid during the period for income taxes, net. See accompanying notes to consolidated financial statements. 45 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Note 1 — Principal Industry JAKKS Pacific, Inc. (the “Company”) is engaged in the development, production and marketing of consumer products, including toys and related products, electronic products, and other consumer products. The Company markets its product lines domestically and internationally. The Company is incorporated under the laws of the State of Delaware. Note 2 — Summary of Significant Accounting Policies Principles of consolidation and basis of preparation These consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and its majority owned joint venture. All intercompany transactions have been eliminated. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash in bank deposits which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk of cash and cash equivalents. Cash and cash equivalents, including restricted cash, held outside of the United States in various foreign subsidiaries totaled $ 21.5 million and $ 39.4 million as of December 31, 2023 and 2022, respectively. The cash and cash equivalents, including restricted cash balances in the Company’s foreign subsidiaries have either been fully taxed in the U.S. or tax has been accounted for in connection with the Tax Cuts and Jobs Act, or may be eligible for a full foreign dividends received deduction under such Act, and thus would not be subject to additional U.S. tax should such amounts be repatriated in the form of dividends or deemed distributions. Any such repatriation may result in foreign withholding taxes, which we expect would not be significant as of December 31, 2023. Restricted cash Restricted cash consists of a cash collateral account to cover a guarantee bond. Accounts Receivable and Allowance for Current Expected Credit Losses Credit is granted to customers on an unsecured basis. Credit limits and payment terms are established based on evaluations made on an ongoing basis throughout the fiscal year of the financial performance, cash generation, financing availability and liquidity status of each customer. Customers are reviewed at least annually, with more frequent reviews performed as necessary, depending upon the customer’s financial condition and the level of credit being extended. For customers who are experiencing financial difficulties, management performs additional financial analyses before shipping to those customers on credit. The Company uses a variety of financial arrangements to ensure collectability of accounts receivable of customers deemed to be a credit risk, including requiring letters of credit, purchasing various forms of credit insurance with unrelated third parties, or requiring cash in advance of shipment. 46 Table of Contents The Company records an allowance for current expected credit losses based upon management’s assessment of the business environment, customers’ risk profile characteristics, historical collection and loss information, aging of accounts receivables, and other matters specific to customer accounts to establish pools based on customer risk profile characteristics and the historical loss rates applied to each pool under the expected credit loss model. The allowance consists of the following (in thousands): 2023 2022 Allowance, beginning balance $ 2,865 $ 2,626 Net additions 726 233 Write-offs and other 152 6 Allowance, ending balance $ 3,743 $ 2,865 Bad debt expense was $ 0.7 million, $ 0.2 million and $( 1.4 ) million for the years ended December 31, 2023, 2022 and 2021, respectively Use of estimates The preparation of consolidated 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, disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual future results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable and sales allowances, fair values of financial instruments, intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Revenue recognition The Company’s contracts with customers only include one performance obligation (i.e., sale of the Company’s products). Revenue is recognized in the gross amount at a point in time when delivery is completed and control of the promised goods is transferred to the customers. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those goods. The Company’s contracts do not involve financing elements as payment terms with customers are less than one year. Further, because revenue is recognized at the point in time goods are sold to customers, there are no contract assets or contract liability balances. The Company disaggregates its revenues from contracts with customers by reporting segment: Toys/Consumer Products and Costumes. The Company further disaggregates revenues by major geographic regions (See Note 3 - Business Segments, Geographic Data and Sales by Major Customers for further information). The Company offers various discounts, pricing concessions, and other allowances to customers, all of which are considered in determining the transaction price. Certain discounts and allowances are fixed and determinable at the time of sale and are recorded at the time of sale as a reduction to revenue. Other discounts and allowances can vary and are determined at management’s discretion (variable consideration). Specifically, the Company occasionally grants discretionary credits to facilitate markdowns and sales of slow-moving merchandise, and consequently accrues an allowance based on historic credits and management estimates. The Company also participates in cooperative advertising arrangements with some customers, whereby it allows a discount from invoiced product amounts in exchange for customer purchased advertising that features the Company’s products. Generally, these allowances range from 1 % to 20 % of gross sales, and are generally based upon product purchases or specific advertising campaigns. Such allowances are accrued when the related revenue is recognized. To the extent these cooperative advertising arrangements provide a distinct benefit at fair value, they are accounted for as direct selling expenses, otherwise they are recorded as a reduction to revenue. Further, while the Company generally does not allow product returns, the Company does make occasional exceptions to this policy and consequently records a sales return allowance based upon historic return amounts and management estimates. These allowances (variable consideration) are estimated using the expected value method and are recorded at the time of sale as a reduction to revenue. The Company adjusts its estimate of variable consideration at least quarterly or when facts and circumstances used in the estimation process may change. The variable consideration is not constrained as the Company has sufficient history on the related estimates and does not believe there is a risk of significant revenue reversal. Sales commissions are expensed when incurred as the related revenue is recognized at a point in time and therefore the amortization period is less than one year. As a result, these costs are recorded as direct selling expenses, as incurred. For the twelve months ended December 31, 2023, 2022 and 2021 sales commissions were $ 2.9 million, $ 2.9 million and $ 2.2 million, respectively. 47 Table of Contents Shipping and handling activities are considered part of the Company’s obligation to transfer the products and therefore are recorded as direct selling expenses, as incurred. For the twelve months ended December 31, 2023, 2022 and 2021, shipping and handling costs were $8.6 million, $ 7.7 million and $ 5.4 million, respectively. The Company’s reserve for sales returns and allowances amounted to $ 38.5 million and $ 51.9 million as of December 31, 2023 and 2022. The Company’s net accounts receivable as of December 31, 2023, and 2022 were $ 123.8 million and $ 102.8 million, respectively. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based upon these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. Level 3: Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In instances where the determination of the fair value measurement is based upon inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based upon the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Inventory Inventory, which includes the ex-factory cost of goods, capitalized warehouse costs and in-bound freight and duty, is valued at the lower of cost (weighted average) or net realizable value, net of inventory obsolescence reserve, and consists of the following (in thousands): December 31, 2023 2022 Raw materials $ 122 $ 69 Finished goods 52,525 80,550 $ 52,647 $ 80,619 As of December 31, 2023 and 2022, the inventory obsolescence reserve was $ 7.7 million and $ 9.0 million, respectively. Royalties The Company enters into license agreements with strategic partners, inventors, designers and others for the use of intellectual properties in its products. These agreements may call for payment in advance or future payment of minimum guaranteed amounts. Amounts paid in advance are recorded as an asset and charged to expense when the related revenue is recognized in the consolidated statements of operations. If all or a portion of the minimum guaranteed amounts appear not to be recoverable through future use of the rights obtained under the license, the non-recoverable portion of the guaranty is charged to expense at that time. 48 Table of Contents Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in its consolidated balance sheets. The Company does not have any finance leases. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any prepaid lease amounts and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company excludes right-of-use (”ROU") assets and lease liabilities for leases with an initial term of 12 months or less from the balance sheet. Deferred Financing Charges Deferred financing charges consist of credit facility loan origination fees. These charges are capitalized and amortized over the life of the line of credit agreement. Property and equipment Property and equipment are stated at cost and are being depreciated using the straight-line method over their estimated useful lives as follows: Office equipment 5 years Automobiles 5 years Furniture and fixtures 5 - 7 years Leasehold improvements Shorter of length of lease or 10 years During interim reporting periods, the Company uses the usage method as its depreciation methodology for molds and tools used in the manufacturing of its products, which is more closely correlated to the production of goods as it follows the seasonality of sales. The Company believes that the usage method more accurately matches costs with revenues. From a full-year perspective, the depreciation methodology follows the straight-line method, based on the estimated useful life of molds and tools of three years. Estimated useful lives are periodically reviewed and, where appropriate, changes are made prospectively. The carrying value of property and equipment is reviewed when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. No impairment charges were recorded for the years ended December 31, 2023, 2022 and 2021. For the years ended December 31, 2023, 2022 and 2021, the Company’s aggregate depreciation expense related to property and equipment was $ 8.6 million, $ 9.6 million and $ 9.2 million, respectively. Other Comprehensive Income (Loss) Other comprehensive income (loss) includes all changes in equity from non-owner sources. The Company accounts for other comprehensive income in accordance with Accounting Standards Codification (“ASC”) ASC 220, “Comprehensive Income.” All the activity in other comprehensive income (loss) and all amounts in accumulated other comprehensive income (loss) relate to foreign currency translation adjustments. Advertising Production costs of commercials and programming are charged to operations in the period during which the production is first aired. The costs of other advertising, promotion and marketing programs are charged to operations in the period incurred. Advertising expense for the years ended December 31, 2023, 2022 and 2021, was approximately $ 13.2 million, $ 14.3 million and $ 12.2 million, respectively. 49 Table of Contents Income taxes The Company does not file a consolidated return with its foreign subsidiaries. The Company files federal and state returns and its foreign subsidiaries file returns in their respective jurisdictions. Deferred taxes are provided on an asset and liability method. Deferred tax assets are recognized as deductible temporary differences, operating losses, or tax credit carry-forwards. Deferred tax liabilities are recognized as taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. Revision of Previously Disclosed Amounts During the course of preparing the Company’s financial statements as of and for the year ended December 31, 2023, the Company adjusted the rate reconciliation table in Note 12 – Income Taxes to break out more material items of the rate reconciliation for comparative purposes. Additionally, the Company adjusted the UTP table disclosed in Note 12 – Income Taxes to exclude associated tax interest. See Note 12 – Income Taxes, for further details. Foreign Currency Translation Exposure The Company’s reporting currency is the U.S. dollar. The translation of its net investment in subsidiaries with non-U.S. dollar functional currencies subjects the Company to currency exchange rate fluctuations in its results of operations and financial position. Assets and liabilities of subsidiaries with non-U.S. dollar functional currencies are translated into U.S. dollars at year-end exchange rates. Income, expense and cash flow items are translated at average exchange rates prevailing during the year. The resulting currency translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. The Company’s primary currency translation exposures in 2023, 2022 and 2021 were related to its net investment in entities having functional currencies denominated in the Hong Kong Dollar, British Pound, Canadian Dollar, Chinese Yuan, Mexican Peso and the Euro. Foreign Currency Transaction Exposure Currency exchange rate fluctuations may impact the Company’s results of operations and cash flows. The Company’s currency transaction exposures include gains and losses realized on unhedged inventory purchases and unhedged receivables and payables balances that are denominated in a currency other than the applicable functional currency. Gains and losses on unhedged inventory purchases and other transactions associated with operating activities are recorded in the components of operating income in the consolidated statement of operations. Accounting for the impairment of finite-lived tangible and intangible assets Long-lived assets with finite lives, which include property and equipment and intangible assets other than goodwill, are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows from the use of these assets. When any such impairment exists, the related assets will be written down to fair value. Finite-lived intangible assets often consist of product technology rights, acquired backlog, customer relationships, product lines and license agreements. These intangible assets are amortized over the estimated economic lives of the related assets. 50 Table of Contents Goodwill and other indefinite-lived intangible assets Goodwill and indefinite-lived intangible assets are not amortized, but are tested for impairment at least annually at the reporting unit level and asset level. The annual goodwill test is performed in the second quarter and whenever events or changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value, the Company may assess goodwill for impairment using a qualitative assessment. Qualitative factors and their impact on critical inputs are assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company determines that a reporting unit has an indication of impairment based on the qualitative assessment, it is required to perform a quantitative assessment. The Company may bypass the qualitative assessment and perform a quantitative assessment. Impairment is recognized in the amount by which, if any, the carrying value of the reporting unit exceeds the fair value, not to exceed the carrying value of goodwill. Indefinite-lived intangible assets other than goodwill consist of trademarks. The carrying value of goodwill and trademarks is based upon cost, which is subject to management’s current assessment of fair value. Management evaluates fair value recoverability using both objective and subjective factors. Objective factors include cash flows and analysis of recent sales and earnings trends. Subjective factors include management’s best estimates of projected future earnings and competitive analysis and the Company’s strategic focus. Share-based Compensation The Company measures all employee share-based compensation awards using a fair value method and records such expense in its consolidated statements of operations. Forfeitures are being recognized as they occur. Earnings (Loss) per share A reconciliation of the amounts used to calculate basic and diluted income (loss) per share for the years ended December 31, 2023, 2022, and 2021 follows (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Net income (loss) $ 38,113 $ 91,083 $ ( 5,888 ) Net income (loss) attributable to non-controlling interests ( 293 ) ( 330 ) 120 Net income (loss) attributable to JAKKS Pacific, Inc. 38,406 91,413 ( 6,008 ) Preferred stock dividend* ( 1,502 ) ( 1,416 ) ( 1,334 ) Net income (loss) attributable to common stockholders** $ 36,904 $ 89,997 $ ( 7,342 ) Weighted average common shares outstanding - basic 9,962 9,651 7,498 Earnings (loss) per share available to common stockholders - basic $ 3.70 $ 9.33 $ ( 0.98 ) Weighted average common shares outstanding - diluted 10,590 10,155 7,498 Earnings (loss) per share available to common stockholders - diluted $ 3.48 $ 8.86 $ ( 0.98 ) * The 200,000 shares issued and outstanding are non-participating. ** Net income (loss) attributable to common stockholders was computed by deducting preferred dividends of $ 1.5 million, $ 1.4 million and $ 1.3 million for the years ended December 31, 2023, 2022 and 2021 respectively. Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated using the weighted average number of common shares and common share equivalents outstanding during the period (which consist of restricted stock awards, restricted stock units and convertible debt to the extent they are dilutive). For the years ended December 31, 2023, 2022 and 2021, the convertible senior notes interest and related weighted common share equivalent of nil , nil and 1,735,938 , respectively, were excluded from the diluted earnings (loss) per share calculation since they would have been anti-dilutive. Potentially dilutive restricted stock awards and units of nil , nil and 122,371 for each of the years ended December 31, 2023, 2022 and 2021, respectively, were excluded from the computation of diluted earnings (loss) per share since they would have been anti-dilutive. 51 Table of Contents Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The new standard was initially effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU 2019-10 which deferred the effective date of ASU 2016-13 by three years for Smaller Reporting Companies. As a result, the effective date for the standard is fiscal years beginning after December 15, 2022, and interim periods therein, and early adoption is permitted. The Company adopted ASU 2016-13 and its related amendments on January 1, 2023. The adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” The ASUs provide temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions, for a limited period of time, to ease the potential burden of recognizing the effects of reference rate reform on financial reporting. The amendments in ASU 2020-04 apply to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to the global transition away from LIBOR and certain other interbank offered rates. In December 2022, the FASB issued ASU 2022-06 which extended the effective date of the new standard to fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. In Q1 2023, the Company entered into amendments to its 2021 BSP Term Loan Agreement and its JPMorgan ABL Credit Agreement, which transitioned the interest reference rate on its term loan and revolving line of credit from LIBOR to the Secured Overnight Financing Rate (“SOFR”) (See Note 9 – Debt and Note 10 – Credit Facilities). The adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The new guidance eliminates two of the three models in ASC 470-20, which required entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. As a result, only conversion features accounted for under the substantial premium model in ASC 470-20 and those that require bifurcation in accordance with ASC 815-15 will be accounted for separately. In addition, the amendments in ASU 2020-06 eliminates some of the requirements in ASC 815-40 related to equity classification. The amendments in ASU 2020-06 further revised the guidance in ASC 260, Earnings Per Share (“EPS”), to address how convertible instruments are accounted for in calculating diluted EPS, and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The new standard is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within these fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The new standard is effective for the Company for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact that the updated disclosure will have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU provides standardization of tax disclosures, primarily related to the rate reconciliation and income taxes paid information. The new standard is effective for the Company for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the updated disclosure will have on its consolidated financial statements. Note 3 — Business Segments, Geographic Data and Sales by Major Customers The Company is a worldwide producer and marketer of children’s toys and other consumer products, principally engaged in the design, development, production, marketing and distribution of its diverse portfolio of products. The Company’s segments are (i) Toys/Consumer Products and (ii) Costumes. 52 Table of Contents The Toys/Consumer Products segment includes action figures, vehicles, play sets, plush products, dolls, electronic products, construction toys, infant and pre-school toys, child-sized and hand-held role play toys and everyday costume play, foot-to-floor ride-on vehicles, wagons, novelty toys, seasonal and outdoor products, kids’ indoor and outdoor furniture, and related products. The Costumes segment, under its Disguise branding, designs, develops, markets and sells a wide range of every-day and special occasion dress-up costumes and related accessories in support of Halloween, Carnival, Children’s Day, Book Day/Week, and every-day/any-day costume play. Segment performance is measured at the operating income (loss) level. All sales are made to external customers and general corporate expenses have been attributed to the segments based upon relative sales volumes. Segment assets are primarily comprised of accounts receivable and inventories, net of applicable reserves and allowances, goodwill and other assets. Certain assets which are not tracked by operating segment and/or that benefit multiple operating segments have been allocated on the same basis. Results are not necessarily those which would be achieved if each segment was an unaffiliated business enterprise. Information by segment and a reconciliation to reported amounts as of December 31, 2023 and 2022 and for the three years in the period ended December 31, 2023 are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Net Sales Toys/Consumer Products $ 580,686 $ 647,317 $ 513,517 Costumes 130,871 148,870 107,599 $ 711,557 $ 796,187 $ 621,116 Year Ended December 31, 2023 2022 2021 Income (Loss) from Operations Toys/Consumer Products $ 60,927 $ 62,698 $ 39,046 Costumes ( 1,820 ) ( 1,728 ) ( 279 ) $ 59,107 $ 60,970 $ 38,767 Year Ended December 31, 2023 2022 2021 Depreciation and Amortization Expense Toys/Consumer Products $ 8,409 $ 10,182 $ 9,585 Costumes 176 396 666 $ 8,585 $ 10,578 $ 10,251 December 31, 2023 2022 Assets Toys/Consumer Products $ 383,812 $ 377,605 Costumes 15,139 27,737 $ 398,951 $ 405,342 53 Table of Contents Net revenues are categorized based upon location of the customer, while long-lived assets are categorized based upon the location of the Company’s assets. The following tables present information about the Company by geographic area as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 (in thousands): Year Ended December 31, 2023 2022 2021 Net Sales by Customer Area United States $ 557,865 $ 644,295 $ 512,193 Europe 76,464 85,348 60,425 Latin America 32,024 18,338 12,606 Canada 26,992 26,515 17,999 Asia 8,543 10,431 9,232 Australia and New Zealand 7,542 8,836 6,423 Middle East and Africa 2,127 2,424 2,238 $ 711,557 $ 796,187 $ 621,116 December 31, 2023 2022 Long-lived Assets United States $ 21,206 $ 17,383 China 13,794 14,161 Hong Kong 1,410 2,142 United Kingdom 892 974 Italy 811 — Mexico 55 46 Canada 23 69 $ 38,191 $ 34,775 Major Customers Net sales to major customers were as follows (in thousands, except for percentages): 2023 2022 2021 Percentage of Percentage of Percentage of Amount Net Sales Amount Net Sales Amount Net Sales Target $ 215,211 30.3 % $ 203,200 25.5 % $ 176,561 28.4 % Walmart 148,354 20.8 226,318 28.4 167,260 26.9 Amazon 74,878 10.5 66,393 8.3 59,973 9.7 $ 438,443 61.6 % $ 495,911 62.2 % $ 403,794 65.0 % No other customer accounted for more than 10% of the Company’s total net sales. The concentration of the Company’s business with a relatively small number of customers may expose the Company to material adverse effects if one or more of its large customers were to experience financial difficulty. The Company performs ongoing credit evaluations of its top customers and maintains an allowance for potential credit losses. Note 4 — Joint Ventures In November 2014, the Company entered into a joint venture with Meisheng Culture & Creative Corp. Ltd., (“MC&C”), for the purpose of providing certain JAKKS licensed and non-licensed toys and consumer products to agreed-upon territories of the People’s Republic of China. On May 10, 2023, the Company dissolved the joint venture with MC&C. Prior to the dissolution, the Company owned fifty-one percent of the joint venture. The results of operations of the joint venture are consolidated with the Company's results. The non-controlling interest’s share of the income (loss) from the joint venture for the years ended December 31, 2023, 2022 and 2021 was ($ 293 ,000), ($ 330 ,000) and $ 120 ,000, respectively. 54 Table of Contents In October 2016, the Company entered into a joint venture with Hong Kong Meisheng Cultural Company Limited ("Meisheng"), a Hong Kong-based subsidiary of Meisheng Culture & Creative Corp., for the purpose of creating and developing original, multiplatform content for children including new short-form series and original shows. On December 1, 2023, the Company dissolved the joint venture with Meisheng. Prior to the dissolution, JAKKS and Meisheng each owned fifty percent of the joint venture. The results of operations of the joint venture are consolidated with the Company's results. The non-controlling interest’s share of the income (loss) from the joint venture for the years ended December 31, 2023, 2022 and 2021 was nil . Note 5 — Prepaid Expenses and Other Assets Prepaid expenses and other assets for the year ended December 31, 2023 and 2022 consist of the following (in thousands): December 31, 2023 2022 Income tax receivable $ 2,672 $ 2,217 Prepaid expenses 1,724 994 Royalty advances 1,450 1,822 Employee retention credit 285 1,179 Other assets 243 119 $ 6,374 $ 6,331 Note 6 — Goodwill There were no changes in the carrying amount of goodwill by reporting unit for the year ended December 31, 2023 and 2022. In the second quarter of 2023, the Company performed a quantitative assessment and determined that goodwill was not impaired as the fair value of the reporting units exceeded the carrying value. There were no events or changes in circumstances subsequent to the second quarter assessment that indicate that the carrying value of a reporting unit may exceed its fair value as of December 31, 2023. Note 7 — Concentration of Credit Risk Financial instruments that subject the Company to concentration of credit risk are cash and cash equivalents and accounts receivable. Cash equivalents consist primarily of overnight and money market funds. These instruments are short-term in nature and bear minimal risk. The Company maintains certain cash balances in excess of Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts and believes that the credit risk to the Company’s cash is minimal. The Company performs ongoing credit evaluations of its customers’ financial conditions, but does not require collateral to support domestic customer accounts receivable. For goods shipped FOB Hong Kong or China, the Company may require irrevocable letters of credit from the customer or purchase various forms of credit insurance. 55 Table of Contents Note 8 — Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, 2023 2022 Royalties $ 23,594 $ 17,980 Salaries and employee benefits 6,707 4,697 Inventory liabilities 2,611 3,619 Bonuses 1,604 1,698 Professional fees 1,556 2,949 Goods in transit 1,154 1,519 Third-party warehouse 1,033 936 Unearned revenue 701 922 Sales commissions 506 558 Interest expense 63 68 Other 5,573 3,052 $ 45,102 $ 37,998 In addition to royalties currently payable on the sale of licensed products during the year, the Company records a liability as accrued royalties for the estimated shortfall in achieving minimum royalty guarantees pursuant to certain license agreements (see Note–16 - Commitments). Accrued expenses – long-term, which result from negotiated extended payment terms as part of a multi-year agreement with a 3rd party rights holder amounted to $ 2.7 million as of December 31, 2023, payable in installments over the next 2 years, and nil as of December 31, 2022. The remaining $ 1.0 million as of December 31, 2023 related to obligations from the Company’s non-qualified deferred compensation plan (see Note 18 – Employee Benefit Plans) which were nil as of December 31, 2022. Note 9 — Debt Convertible senior notes In August 2019, the Company entered into and consummated multiple, binding definitive agreements (collectively, the “Recapitalization Transaction”) among Wells Fargo, Oasis Investments II Master Fund Ltd. and an ad hoc group of holders of the Company’s 4.875 % convertible senior notes due 2020 ( the “Investor Parties”) to recapitalize the Company’s balance sheet, including the extension to the Company of incremental liquidity and at least three-year extensions of substantially all of the Company’s outstanding convertible debt obligations and revolving credit facility. In connection with the Recapitalization Transaction, the Company issued (i) amended and restated notes with respect to the Company’s $ 21.6 million Oasis Note issued on November 7, 2017, and the $ 8.0 million Oasis Note issued on July 26, 2018 (together, the “Existing Oasis Notes”), and (ii) a new $ 8.0 million convertible senior note having the same terms as such amended and restated notes (the "New $8.0 million Oasis Note" and collectively, the “New Oasis Notes” or the " 3.25 % convertible senior notes due 2023"). Interest on the New Oasis Notes was payable on each May 1 and November 1 until maturity and accrued at an annual rate of (i) 3.25 % if paid in cash or 5.00 % if paid in stock plus (ii) 2.75 % payable in kind. The New Oasis Notes matured 91 days after the amounts outstanding under the 2019 Recap Term Loan were paid in full, and in no event later than July 3, 2023. 56 Table of Contents Excluding the impact of the Reverse Stock Split in July of 2020, the New Oasis Notes provided, among other things, that the initial conversion price was $ 1.00 . The conversion price was to be reset on each February 9 and August 9, starting on February 9, 2020 (each, a “reset date”) to a price equal to 105 % of the 5-day VWAP preceding the applicable reset date. Under no circumstances was the reset to result in a conversion price be below the greater of (i) the closing price on the trading day immediately preceding the applicable reset date and (ii) 30 % of the stock price as of the Transaction Agreement Date, or August 7, 2019, and was not to be greater than the conversion price in effect immediately before such reset. The Company could trigger a mandatory conversion of the New Oasis Notes if the market price exceeded 150 % of the conversion price under certain circumstances. The Company could redeem the New Oasis Notes in cash if a person, entity or group acquired shares of the Company’s Common Stock, par value $ 0.001 per share (the “Common Stock”), and as a result owned at least 49 % of the Company’s issued and outstanding Common Stock. On February 9, 2020, excluding the impact of the Reverse Stock Split, the conversion price of the New Oasis Notes reset to $ 1.00 per share ($ 10.00 per share after reverse stock split). On August 9, 2020, the conversion price of the New Oasis Notes reset to $ 5.647 . On February 9, 2021, the conversion price of the New Oasis Notes recalculated and remained unchanged at $ 5.647 . During 2021, $ 24.0 million of the New Oasis Notes (including $ 1.2 million in payment in-kind interest) were converted for 4,246,828 shares of common stock. As a result, the Company recorded an increase to additional paid-in capital of $ 50.8 million. As a result of the conversion in 2021, the New Oasis Notes were fully extinguished. The Company accounted for the debt held by Oasis at fair value using Level 3 inputs and as a result, recognized a loss of $ 16.4 million for the year ended December 31, 2021, related to changes in the fair value of the 3.25% convertible senior notes due 2023 (see Note 15 – Fair Value Measurement). On February 5, 2021, Benefit Street Partners and Oasis Investment II Master Funds Ltd, both related parties, entered into a purchase and sale agreement wherein Benefit Street Partners purchased $ 11.0 million of principal amount, plus all accrued and unpaid interest thereon, of the New Oasis Notes from Oasis Investment II Master Funds Ltd (see Note 11 – Related Party Transactions). The transaction closed on February 8, 2021. As of December 31, 2023 and 2022, Benefit Street Partners held nil in principal amount of the New Oasis Notes. Key components of the 3.25% convertible senior notes due 2023 consist of the following (in thousands): Year ended December 31, 2023 2022 2021 Contractual interest expense $ — $ — $ 620 Term Loan Term loan consists of the following (in thousands): December 31, 2023 December 31, 2022 Debt Discount/ Debt Discount/ Principal Issuance Net Principal Issuance Net Amount Costs* Amount Amount Costs* Amount 2021 BSP Term Loan $ — $ — $ — $ 68,901 $ ( 1,750 ) $ 67,151 * The term loan was valued using the discounted cash flow method to determine the implied debt discount. The debt discount and issuance costs are amortized over the life of the term loan on a straight-line basis which approximates the effective interest method. 57 Table of Contents On June 2, 2021, the Company and certain of its subsidiaries, as borrowers, entered into a First Lien Term Loan Facility Credit Agreement (the “2021 BSP Term Loan Agreement”) with Benefit Street Partners L.L.C., as Sole Lead Arranger, and BSP Agency, LLC, as agent, for a $ 99.0 million first-lien secured term loan (the “Initial Term Loan”) and a $ 19.0 million delayed draw term loan (the “Delayed Draw Term Loan” and collectively, the “2021 BSP Term Loan”). Net proceeds from the issuance of the 2021 BSP Term Loan, after deduction of $ 2.2 million in closing fees and $ 0.5 million of other administrative fees paid directly to the lenders, totaled $ 96.3 million. These fees are amortized over the life of the 2021 BSP Term Loan on a straight-line basis which approximates the effective interest method. Proceeds from the Initial Term Loan, together with available cash from the Company, were used to repay the Company’s former term loan (the “2019 Recap Term Loan” formerly known as the “New Term Loan” in prior filings) under the agreement dated as of August 9, 2019 with Cortland Capital Market Services LLC, as agent for certain investor parties. The Delayed Draw Term Loan provision was designed to provide necessary capital to redeem any of the Company’s outstanding 3.25 % convertible senior notes due 2023, upon their maturity, which, upon repayment of the 2019 Recap Term Loan, accelerated to no later than 91 days from the repayment of the 2019 Recap Term Loan, or September 1, 2021. On July 29, 2021, the Company terminated its Delayed Draw Term Loan option as it determined it had sufficient liquidity to fund any outstanding convertible senior notes that remained upon maturity. Amounts outstanding under the 2021 BSP Term Loan bore interest at either (i) LIBOR plus 6.50 % - 7.00 % (determined by reference to a net leverage pricing grid), subject to a 1.00% LIBOR floor, or (ii) base rate plus 5.50% - 6.00% (determined by reference to a net leverage pricing grid), subject to a 2.00% base rate floor . The 2021 BSP Term Loan was termed to mature in June 2027. In January 2023, the Company entered into a second amendment for its 2021 BSP Term Loan Agreement, which transitioned the interest reference rate on its 2021 BSP Term Loan from LIBOR to the Secured Overnight Financing Rate (“SOFR”). The new interest reference rate for the 2021 BSP Term Loan was effective on April 1, 2023. In addition to the transition to SOFR, the amendment also included a constant 0.10% spread adjustment until the maturity of the 2021 BSP Term Loan . The 2021 BSP Term Loan Agreement contained negative covenants that, subject to certain exceptions, limited the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge its assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. Commencing with the fiscal quarter ending June 30, 2021, the Company was required to maintain a Net Leverage Ratio of 4:00x, with step-downs occurring each fiscal year starting with the quarter ending March 31, 2022 through the quarter ending September 30, 2024 in which the Company was required to maintain a Net Leverage Ratio of 3:00x. On April 26, 2022, the Company entered into a First Amendment to the 2021 BSP Term Loan Agreement, to provide, among other things, that the Company must maintain Qualified Cash of at least: (a) at all times after the Closing Date and prior to the First Amendment Effective Date, April 26, 2022, $20.0 million; (b) at all times during the period commencing on the First Amendment Effective Date through and including June 30, 2022, $15.0 million; and (c) at all times on and after July 1, 2022, through September 30, 2022, $17.5 million; provided, however, that if the Total Net Leverage Ratio exceeded 1.75:1.00 as of the last day of the most recently ended month for which financial statements were required to have been delivered, then the amount set forth in this clause was to be increased to $20.0 million. Notwithstanding the foregoing, the Applicable Minimum Cash Amount was to be reduced by $1.0 million for every $5.0 million principal prepayment or repayment of the Term Loans following the First Amendment Effective Date; provided however, that, the Applicable Minimum Cash Amount was in no event to be reduced below $15.0 million . The 2021 BSP Term Loan Agreement contained events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, certain judgment defaults and a change of control as specified in the 2021 BSP Term Loan Agreement. If an event of default occurred, the maturity of the amounts owed under the 2021 BSP Term Loan Agreement might have been accelerated. The obligations under the 2021 BSP Term Loan Agreement were guaranteed by the Company, the subsidiary borrowers thereunder and certain of the other existing and future direct and indirect subsidiaries of the Company and were secured by substantially all of the assets of the Company, the subsidiary borrowers thereunder and such other subsidiary guarantors, in each case, subject to certain exceptions and permitted liens and subject to the priority lien granted under the JPMorgan ABL Credit Agreement (see Note 10 – Credit Facility). The agent and Sole Lead Arranger under the 2021 BSP Term Loan were affiliates of an affiliate of the Company, which affiliate, at the time of refinancing, owned common stock, and the 3.25 % convertible senior notes due 2023 of the Company as well as the Company’s outstanding Series A Preferred Stock (see Note 11 – Related Party Transactions). 58 Table of Contents The fair value of the Company’s 2021 BSP Term Loan was considered Level 3 fair value (see Note 15 – Fair Value Measurements for further discussion of the fair value hierarchy) and was measured using the discounted future cash flow method. In addition to the debt terms, the valuation methodology included an assumption of a discount rate that approximated the current yield on a debt security with comparable risk. This assumption was considered an unobservable input in that it reflected the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. The Company believed that this was the best information available for use in the fair value measurement. The estimated fair value of the 2021 BSP Term Loan was $ 69.3 million as of December 31, 2022 compared to a carrying value of $ 68.9 million as of December 31, 2022. On June 27, 2022, as permitted by the terms within the 2021 BSP Term Loan Agreement, the Company made a voluntary fee-free $ 10.0 million prepayment towards the outstanding principal amount of the 2021 BSP Term Loan. On September 28, 2022, as permitted by the terms within the 2021 BSP Term Loan Agreement, the Company made a voluntary $ 17.5 million prepayment towards the outstanding principal amount of the 2021 BSP Term Loan and incurred a $ 0.5 million prepayment penalty. On January 3, 2023, as permitted by the terms within the 2021 BSP Term Loan Agreement, the Company made a voluntary $ 15.0 million prepayment towards the outstanding principal amount of the 2021 BSP Term Loan and incurred a $ 0.2 million prepayment penalty. On March 3, 2023, as required by the terms within the 2021 BSP Term Loan Agreement under the Excess Cash Flow (“ECF”) Sweep provision, the Company made a mandatory $ 23.1 million payment towards the outstanding principal amount of the 2021 BSP Term Loan. On June 5, 2023, the Company paid in full the 2021 BSP Term Loan and terminated the 2021 BSP Term Loan Agreement by making a $ 30.2 million prepayment towards the outstanding principal amount. Additionally, the Company made a $ 0.4 million payment towards the outstanding accrued interest, and a $ 0.3 million payment for the prepayment penalty and other related fees. In connection with this transaction, the Company recognized a loss on debt extinguishment of $ 1.0 million on its condensed consolidated statements of operations. Loan under Paycheck Protection Program On June 12, 2020, the Company received a $ 6.2 million loan under the Paycheck Protection Program (“PPP”) within the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The PPP loan maturity date was June 2, 2022, and was subject to the CARES Act terms which included, among other terms, an interest rate of 1.00 % per annum and monthly installment payments of $ 261,275 commencing on September 27, 2021. The PPP loan allowed for prepayment at any time prior to maturity with no prepayment penalties. The PPP Loan was subject to events of default and other provisions customary for a loan of this type. A PPP loan may be forgiven, partially or in full, if certain conditions are met, principally based on having been disbursed for permissible purposes and maintaining certain average levels of employment and payroll as required by the CARES Act. On September 10, 2021, the full amount of the PPP loan was forgiven. The Small Business Administration (“SBA”) may review the Company’s PPP loan forgiveness application for six years after the date of forgiveness. The Company may be subjected to penalties and repayment of the PPP loan if the SBA disagrees with the Company’s eligibilities. Income from the forgiveness of the PPP Loan was recognized as a $ 6.2 million gain on loan forgiveness for the year ended December 31, 2021, in the consolidated statements of operations. Note 10 — Credit Facilities JPMorgan Chase On June 2, 2021, the Company and certain of its subsidiaries, as borrowers, entered into a Credit Agreement (the “JPMorgan ABL Credit Agreement”), with JPMorgan Chase Bank, N.A., as agent and lender for a $ 67,500,000 senior secured revolving credit facility (the “JPMorgan ABL Facility”). The JPMorgan ABL Credit Agreement replaced the Company’s existing asset-based revolving credit agreement, dated as of March 27, 2014 (the “Wells Fargo ABL Facility,” formerly known as the “Amended ABL Facility” in prior filings), with General Electric Capital Corporation, since assigned to Wells Fargo Bank, National Association. The Company pays a commitment fee ( 0.25 % - 0.375 %) based on the unused portion of the revolving credit facility. Any amounts borrowed under the JPMorgan ABL Facility bore interest at either (i) LIBOR plus 1.50 % - 2.00 % (determined by reference to an excess availability pricing grid) or (ii) Alternate Base Rate plus 0.50 % - 1.00 % (determined by reference to an excess availability pricing grid and base rate subject to a 1.00% floor). The JPMorgan ABL Facility matures in June 2026. As of December 31, 2023 and 2022, the weighted average interest rate on the credit facility with JPMorgan Chase Bank was 6.77 % and 1.88 %, respectively. 59 Table of Contents In March 2023, the Company entered into a first amendment for its JPMorgan ABL Credit Agreement, which transitioned the interest reference rate on its JPMorgan ABL Facility from LIBOR to the Secured Overnight Financing Rate (“SOFR”). The new interest reference rate for the ABL Facility became effective on March 16, 2023. Any amounts borrowed under the JPMorgan ABL Facility will bear interest at either (i) SOFR plus 1.50 % - 2.00 % (determined by reference to an excess availability pricing grid) plus a constant 0.10 % spread adjustment or (ii) Alternate Base Rate plus 0.50 % - 1.00 % (determined by reference to an excess availability pricing grid and base rate subject to a 1.00% floor). The JPMorgan ABL Credit Agreement contains negative covenants that, subject to certain exceptions, limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. Under certain circumstances the Company is also subject to a springing fixed charge coverage ratio covenant of not less than 1.1 to 1.0 , as described in more detail in the JPMorgan ABL Credit Agreement. The JPMorgan ABL Credit Agreement contains events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, certain judgment defaults, loss of liens or guarantees and a change of control as specified in the JPMorgan ABL Credit Agreement. If an event of default occurs, the commitments of the lenders to lend under the JPMorgan ABL Credit Agreement may be terminated and the maturity of the amounts owed may be accelerated. The obligations under the JPMorgan ABL Credit Agreement are guaranteed by the Company, the subsidiary borrowers thereunder and certain of the other existing and future direct and indirect subsidiaries of the Company and are secured by substantially all of the assets of the Company, the subsidiary borrowers thereunder and such other subsidiary guarantors, in each case, subject to certain exceptions and permitted liens. As of December 31, 2023, the amount of outstanding borrowings was nil and the total excess borrowing availability was $ 53.3 million. As of December 31, 2023, off-balance sheet arrangements include letters of credit issued by JPMorgan of $ 9.4 million. Amortization expense classified as interest expense related to the $ 1.6 million of debt issuance costs associated with the transaction that closed on June 2, 2021 was $ 0.3 million and $ 0.3 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company was in compliance with the financial covenants under the JPMorgan ABL Credit Agreement. As of December 31, 2022 the Company was in compliance with the financial covenants under the 2021 BSP Term Loan Agreement and the JPMorgan ABL Agreement. Note 11 — Related Party Transactions In November 2014, the Company entered into a joint venture with MC&C for the purpose of providing certain JAKKS licensed and non-licensed toys and consumer products to agreed-upon territories of the People’s Republic of China (see Note 4 – Joint Ventures). In October 2016, the Company entered into a joint venture with Hong Kong Meisheng Cultural Company Limited, a Hong Kong-based subsidiary of Meisheng Culture & Creative Corp, for the purpose of creating and developing original, multiplatform content for children including new short-form series and original shows (see Note 4 – Joint Ventures). In March 2017, the Company entered into an equity purchase agreement with Meisheng which provided, among other things, that as long as Meisheng and its affiliates hold 10% or more of the issued and outstanding shares of common stock of the Company, Meisheng shall have the right from time to time to designate a nominee (who currently is Mr. Xiaoqiang Zhao) for election to the Company’s board of directors. Meisheng also serves as a significant manufacturer of the Company. For the years ended December 31, 2023, 2022 and 2021, the Company made inventory, molds and tooling related payments to Meisheng of approximately $ 75.7 million, $ 120.5 million and $ 77.7 million respectively. As of December 31, 2023 and 2022, amounts due to Meisheng for inventory received by the Company, but not paid totaled $ 12.3 million and $ 9.8 million, respectively. 60 Table of Contents A director of the Company is a director at Benefit Street Partners, who owns 145,788 shares of the Series A Preferred Stock (see Note 14 – Common Stock and Preferred Stock). Note 12 — Income Taxes The Company does not file a consolidated return with its foreign subsidiaries. The Company files federal and state returns and its foreign subsidiaries file returns in their respective jurisdiction. For the years ended 2023, 2022 and 2021, the provision for income taxes, which included federal, state and foreign income taxes, was an expense of $ 6.8 million, a benefit of $ 41.0 million, and an expense of $ 0.2 million, respectively, reflecting effective tax provision rates of 15.2 %, ( 81.9 )% and ( 4.0 )%, respectively. The 2023 tax expense of $6.8 million included a discrete tax benefit of $ 2.7 million primarily comprised of valuation allowance adjustments. Absent these discrete tax benefits, our effective tax rate for 2023 was 21.3 %, primarily due to taxes on federal, state and foreign income. For the years ended 2022 and 2021, provision for income taxes includes federal, state and foreign income taxes at effective tax rates of (81.9)% and (4.0)%, respectively. Exclusive of discrete items, the effective tax provision rate would be 17.6 % in 2022 and ( 10.7 )% in 2021. As of December 31, 2023 and 2022, the Company had net deferred tax assets of $ 68.1 million and $ 57.8 million, respectively, related to U.S. and foreign jurisdictions. Provision for income taxes reflected in the accompanying consolidated statements of operations are comprised of the following (in thousands): Year ended December 31, 2023 2022 2021 Current income tax expense (benefit): Federal $ 11,935 $ 11,293 $ 1 State and local 2,167 2,031 43 Foreign 3,070 3,523 254 Total current income tax expense (benefit) 17,172 16,847 298 Deferred income tax expense (benefit): Federal ( 8,989 ) ( 51,579 ) — State and Local ( 1,358 ) ( 6,071 ) — Foreign 8 ( 205 ) ( 72 ) Total deferred income tax expense (benefit) ( 10,339 ) ( 57,855 ) ( 72 ) Total income tax expense (benefit) $ 6,833 $ ( 41,008 ) $ 226 61 Table of Contents The components of deferred tax assets/(liabilities) are as follows (in thousands): Year ended December 31, Deferred Income Tax Assets: 2023 2022 Reserve for sales allowances and possible losses $ 654 $ 469 Accrued expenses 3,467 3,884 Prepaid royalties 676 599 Accrued royalties 1,693 465 Inventory 12,444 9,574 State income taxes 477 420 Property and equipment 1,789 1,701 Goodwill and intangibles 1,192 2,412 Share based compensation 1,025 738 Interest limitation 2,243 2,256 Operating lease liabilities 4,991 4,120 Federal and state net operating loss carryforwards 34,458 31,263 Credit carryforwards 110 110 Research and development capitalization 7,962 3,792 Other 1,097 1,195 Total Deferred Income Tax Assets 74,278 62,998 Deferred Income Tax Liabilities: Undistributed foreign earnings ( 503 ) ( 479 ) Operating lease right-of-use assets ( 4,908 ) ( 3,989 ) Total Deferred Income Tax Liabilities ( 5,411 ) ( 4,468 ) Valuation allowance ( 724 ) ( 726 ) Total Net Deferred Income Tax Assets/(Liabilities) $ 68,143 $ 57,804 Provision for income taxes varies from the U.S. federal statutory rate. The following reconciliation shows the significant differences in the tax at statutory and effective rates: Year ended December 31, 2023 2022 2021 Federal income tax expense 21.0 % 21.0 % 21.0 % State income tax expense, net of federal tax effect 2.0 1.9 3.3 Effect of differences in U.S. and foreign statutory rates ( 1.1 ) ( 1.3 ) ( 0.5 ) Uncertain tax positions 0.6 5.5 7.0 Provision to return ( 0.1 ) ( 0.2 ) 5.0 Other deferred adjustments ( 5.7 ) 21.4 1.3 Change in tax rate 0.1 6.9 6.5 Foreign derived intangible income ( 9.8 ) ( 10.6 ) 0.0 Non-deductible expenses ( 0.7 ) 4.7 ( 38.5 ) PPP Loan 0.0 0.0 29.1 Unrealized loss 4.2 0.3 ( 138.9 ) Section 162(m) 6.4 4.2 ( 30.2 ) R&D credit ( 1.5 ) ( 0.5 ) 0.0 Foreign tax credit 0.0 ( 3.6 ) 0.0 Undistributed foreign earnings 0.1 ( 1.4 ) ( 8.7 ) Valuation allowance 0.0 ( 130.2 ) 139.6 Other ( 0.3 ) 0.0 0.0 15.2 % ( 81.9 )% ( 4.0 )% 62 Table of Contents Deferred taxes result from temporary differences between tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. The temporary differences result from costs required to be capitalized for tax purposes by the U.S. Internal Revenue Code (“IRC”), and certain items accrued for financial reporting purposes in the year incurred but not deductible for tax purposes until paid. The components of income (loss) before provision for income taxes are as follows (in thousands): Year ended December 31, 2023 2022 2021 Domestic $ 28,552 $ 31,588 $ ( 7,881 ) Foreign 16,394 18,487 2,219 $ 44,946 $ 50,075 $ ( 5,662 ) The Company uses a recognition threshold and measurement process for recording in the consolidated financial statements uncertain tax positions (“UTP”) taken or expected to be taken in a tax return. The following table provides further information of UTPs that would affect the effective tax rate, if recognized, as of December 31, 2023 (in millions): Balance, December 31, 2020 $ 1.0 Settlements ( 0.8 ) Balance, December 31, 2021 0.2 Additions based on tax positions related to the current year 0.1 Additions for tax positions of prior years 2.8 Settlements ( 0.2 ) Balance, December 31, 2022 2.9 Additions based on tax positions related to the current year 0.3 Additions for tax positions of prior years 0.8 Settlements ( 0.9 ) Balance, December 31, 2023 $ 3.1 Current interest on uncertain income tax liabilities is recognized as a component of the income tax provision recognized in the consolidated statements of operations. During 2023 and 2022, the Company recognized $ 41 thousand and $ 0.2 million of interest expense related to UTPs, respectively. The Company does not expect its gross unrecognized tax benefits to significantly change within the next 12 months. Tax years 2020 through 2022 remains subject to examination in the United States. The tax years 2019 through 2022 are generally still subject to examination in the various states. Furthermore, all net operating losses and tax credit carryforwards are still subject to review given that the statute of limitation for these items would begin in the year of utilization. The tax years 2017 through 2022 are still subject to examination in Hong Kong. In the normal course of business, the Company is audited by federal, state and foreign tax authorities. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets by jurisdiction. The Company is required to establish a valuation allowance for the U.S. deferred tax assets and record a charge to income if Management determines, based upon available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets may not be realized. Based on the Company’s evaluation of all positive and negative evidence, as of December 31, 2023, a valuation allowance of $ 0.7 million has been recorded against the deferred tax assets that more likely than not will not be realized. For the year ended December 31, 2023, the valuation allowance remained approximately the same as the $0.7 million recorded at December 31, 2022. The 2023 and 2022 net deferred tax assets of $ 68.1 million and $ 57.8 million, respectively, consist of the net deferred tax assets in the US and foreign jurisdictions, where the Company is in a cumulative income position. 63 Table of Contents Pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) Sections 382 and 383, annual use of a company’s NOL and tax credit carryforwards may be limited if there is a cumulative change in ownership of greater than 50% within a three-year period. The amount of the annual limitation is determined based on the value of the company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. If limited, the related tax asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. The Company had established a valuation allowance as the realization of such deferred tax assets had not met the more likely than not threshold requirement. During 2023, the Company finalized the assessment of available net operating loss and tax credit carryforwards under Section 382 and 383. This resulted in an increase of available tax-effected federal and state net operating loss carryforwards of approximately $ 1.4 million and $ 1.3 million, respectively. During 2022, the Company completed an initial assessment of the available net operating loss and tax credit carryforwards under Section 382 and 383 and determined that the Company underwent two ownership changes during the period from 2019 to 2021. This resulted in a net reduction of available federal and state net operating loss carryforwards of $ 16.8 million and federal tax credit carryforwards of approximately $ 0.6 million, with a corresponding reduction to the valuation allowance of $ 17.4 million. At December 31, 2023, the Company has U.S. federal net NOLs, of approximately $ 148.0 million, which will begin to expire in 2033. At December 31, 2023, the Company has state NOLs of approximately $ 49.0 million, which will begin to expire in 2024. The Company maintained undistributed earnings overseas as of December 31, 2023. As of December 31, 2023, the Company believed the funds held by all non-U.S. subsidiaries will be permanently reinvested outside of the U.S., with the exception of Hong Kong. As a result of tax reform, the Company’s unrepatriated earnings are no longer subject to federal income tax in the U.S. when distributed. Note 13 — Leases The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. The Company has operating leases for corporate offices, warehouses, and certain equipment. The Company’s leases have remaining lease terms of 1 to 6 years, some of which include options to extend the lease for up to 10 years, and some of which include options to terminate the lease within 1 year. As of December 31, 2023, the Company’s weighted average remaining lease term is approximately 4 years and the weighted average discount rate used to calculate the Company’s lease liability is approximately 7.31 %. As of December 31, 2022, the Company’s weighted average remaining lease term is approximately 2 years and the weighted average discount rate used to calculate the Company’s lease liability is approximately 5.22 %. Under ASC 842, total operating lease costs for the years ended December 31, 2023, 2022 and 2021 were $ 12.4 million, $ 19.1 million, and $ 10.3 million, respectively. Of the $12.4 million for the year ended December 31, 2023, $ 3.3 million was related to short-term and variable lease costs, including common area maintenance charges, management fees, taxes and storage fees. Sublease rental income was $ 1.5 million in 2023. Of the $19.1 million for the year ended December 31, 2022, $ 10.7 million was related to short-term and variable lease costs, including common area maintenance charges, management fees, taxes and storage fees. Sublease rental income was $ 2.2 million in 2022. Of the $10.3 million for the year ended December 31, 2021, $ 2.0 million was related to short-term and variable lease costs, including common area maintenance charges, management fees, taxes and storage fees. Sublease rental income was $ 2.2 million in 2021. The Company had a cash outflow of $ 10.7 million, $ 11.5 million and $ 11.4 million related to operating leases for the years ended December 31, 2023, 2022 and 2021, respectively. 64 Table of Contents The following table represents a reconciliation of the Company’s undiscounted future minimum lease payments under operating leases to the lease liability excluding minimum lease payments for executed and legally enforceable leases that have not yet commenced as of December 31, 2023 (in thousands): Year ending December 31, 2024 $ 8,713 2025 6,432 2026 4,525 2027 4,274 2028 4,384 Thereafter 127 Total lease payments 28,455 Imputed interest ( 4,409 ) Total $ 24,046 As of December 31, 2023 and 2022, the minimum lease payments for executed and legally enforceable leases that have not yet commenced were nil . Note 14 — Common Stock and Preferred Stock Common Stock All issuances of common stock, including those issued pursuant to restricted stock or unit grants, are issued from the Company’s authorized but not issued and outstanding shares. During 2022, certain employees, including three executive officers, surrendered an aggregate of 113,162 shares of restricted stock units for $ 1.4 million to cover income taxes due on the vesting of restricted shares. Additionally, an aggregate of 149,238 shares of restricted stock granted in 2019 with a value of approximately $ 2.2 million was forfeited during 2022. During 2023, certain employees, including three executive officers, surrendered an aggregate of 157,019 shares of restricted stock units for $ 3.1 million to cover income taxes due on the vesting of restricted shares. Additionally, an aggregate of 34,588 shares of restricted stock granted in 2021 and 2022 with a value of approximately $ 0.6 million was forfeited during 2023. No dividend was declared or paid in 2023 and 2022. At the Market Offering On July 1, 2022, the Company entered into an At the Market Issuance Sales Agreement (“ATM Agreement”) with B. Riley, as agent pursuant to which the Company may, from time to time, sell shares of its common stock, up to $ 75 million of common stock, in one or more offerings in amounts, prices and at terms that the Company will determine at the time of the offering. As of the year ended December 31, 2023, the Company did not sell any shares of common stock under the ATM Agreement. The Company has on file with the SEC an effective registration statement pursuant to which it may issue, from time to time, up to $ 150 million of securities (which will be reduced by any amount of securities sold pursuant to the ATM Agreement) consisting of, or any combination of, common stock, preferred stock, debt securities, warrants, rights and/or units, in one or more offerings in amounts, prices and at terms that the Company will determine at the time of the offering. As of the year ended December 31, 2023, the Company has not sold any securities pursuant to its shelf registration statement. 65 Table of Contents Redeemable Preferred Stock On August 9, 2019, the Company entered into and consummated multiple, binding definitive agreements (collectively, the “Recapitalization Transaction”) among various investor parties to recapitalize the Company’s balance sheet. In connection with the Recapitalization Transaction, the Company issued 200,000 shares of Series A Senior Preferred Stock (the “Series A Preferred Stock”), $ 0.001 par value per share, to the Investor Parties (the “New Preferred Equity”). As of December 31, 2023 and December 31, 2022, 200,000 shares of Series A Preferred Stock were outstanding. Each share of Series A Preferred Stock has an initial value of $ 100 per share, which is automatically increased for any accrued and unpaid dividends (the “Accreted Value”). The Series A Preferred Stock has the right to receive dividends on a quarterly basis equal to 6.0 % per annum, payable in cash or, if not paid in cash, by an automatic accretion of the Series A Preferred Stock. No cash dividends have been declared or paid. For the year ended December 31, 2023 and 2022, the Company recorded $ 1.5 million and $ 1.4 million, respectively of preferred stock dividends as an increase in the value of the Series A Preferred Stock. The Series A Preferred Stock has no stated maturity, however, the Company has the right to redeem all or a portion of the Series A Preferred Stock at its Liquidation Preference (as defined below) at any time after payment in full of the 2019 Recap Term Loan. In addition, upon the occurrence of certain change of control type events, holders of the Series A Preferred Stock are entitled to receive an amount (the “Liquidation Preference”), in preference to holders of Common Stock or other junior stock, equal to (i) 20 % of the Accreted Value in the case of a certain specified transaction, or (ii) otherwise, 150 % of the Accreted value, plus any accrued and unpaid dividends. The Company has the right, but is not required, to repurchase all or a portion of the Series A Preferred Stock at its Liquidation Preference at any time after payment in full of the 2019 Recap Term Loan. The Series A Preferred Stock does not have any voting rights, except to the extent required by the Delaware General Corporation Law, except for the exclusive right to elect the Series A Preferred Directors (as described below) and except for certain approval rights over certain transactions (as described below). These approval rights require the prior consent of specified percentages of holders (or in certain cases, all holders) of the Series A Preferred Stock in order for the Company to take certain actions, including the issuance of additional shares of Series A Preferred Stock or parity stock, the issuance of senior stock, certain amendments to the Amended and Restated Certificate of Incorporation, the Certificate of Designations of the Series A Preferred Stock (the “Certificate of Designations”), the Second Amended and Restated By-laws or the Amended and Restated Nominating and Corporate Governance Committee Charter, material changes in the Company’s line of business and certain change of control type transactions. In addition, the Certificate of Designations provides that the approval of at least six directors is required for any related person transaction within the meaning of Item 404 of Regulation S-K under the Securities Act of 1933, as amended, including, without limitation, the adoption of, or any amendment, modification or waiver of, any agreement or arrangement related to any such transaction. The Certificate of Designations also includes restrictions on the ability of the Company to pay dividends on or make distributions with respect to, or redeem or repurchase, shares of Common Stock or other junior stock. In addition, holders of the Series A Preferred Stock have preemptive rights regarding future issuance of Series A Preferred Stock or parity stock. In 2022, an agreement was reached with the preferred shareholders to eliminate their ability to elect members to the Company’s Board of Directors on a going-forward basis. The Series A Preferred Stock redemption amount is contingent upon certain events with no stated redemption date as of the reporting date, although may become redeemable in the future. In accordance with the SEC guidance within ASC Topic 480, Distinguishing Liabilities from Equity: Classification and Measurement of Redeemable Securities , the Company classified the Series A Preferred Stock as temporary equity as the Series A Preferred Stock contains a redemption feature which is contingent upon certain deemed liquidation events, the occurrence of which may not solely be within the control of the Company. Under ASC 815, Derivatives and Hedging , certain contractual terms that meet the accounting definition of a derivative must be accounted for separately from the financial instrument in which they are embedded. The Company has concluded that the redemption upon a change of control and the repurchase option by the Company constitute embedded derivatives. The embedded redemption upon a change of control must be accounted for separately from the Series A Preferred Stock. The redemption provision specifies if certain events that constitute a change of control occur, the Company may be required to settle the Series A Preferred Stock at 150% of its accreted amount. Accordingly, the redemption provision meets the definition of a derivative, and its economic characteristics are not considered clearly and closely related to the economic characteristics of the Series A Preferred Stock, and is more akin to a debt instrument than equity. 66 Table of Contents The Company considers the repurchase option to have no value as the likelihood is remote that this event, within the Company’s control, would ever occur. The liability is accounted for at fair value, with changes in fair value recognized as other income (expense) on the Company's consolidated statements of operations (see Note 15 – Fair Value Measurement). The value of the redemption provision explicitly considered the present value of the potential premium that would be paid related to, and the probability of, an event that would trigger its payment. The probability of a triggering event was based on management’s estimates of the probability of a change of control event occurring. Accordingly, these two embedded derivatives are accounted for separately from the Series A Preferred Stock at fair value. As of December 31, 2023, the Series A Preferred Stock is recorded in temporary equity at the amount of accrued, but unpaid dividends of $ 6.0 million, and the redemption provision, as a bifurcated derivative, is recorded as a long-term liability with an estimated value of $ 29.9 million. As of December 31, 2022, the Series A Preferred Stock is recorded in temporary equity at the amount of accrued, but unpaid dividends of $ 4.5 million, and the redemption provision, as a bifurcated derivative, is recorded as a long term liability with an estimated value of $ 21.9 million. As of December 31, 2023, the Series A Preferred Stock had a carrying value of $ 26.0 million and a liquidation value of $ 39.0 million. As of December 31, 2022, the Series A Preferred Stock had a carrying value of $ 24.5 million and a liquidation value of $ 36.7 million. The following table provides a reconciliation of the beginning and ending balances of the Series A Preferred Stock, which is recorded in temporary equity: 2023 2022 2021 Balance, January 1, $ 4,490 $ 3,074 $ 1,740 Preferred stock accrued dividends 1,502 1,416 1,334 Balance, December 31, $ 5,992 $ 4,490 $ 3,074 Note 15 — Fair Value Measurements In instances where the determination of the fair value measurement is based upon inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based upon the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022 (in thousands): Fair Value Measurements Carrying Amount as of As of December 31, 2023 December 31, 2023 Level 1 Level 2 Level 3 Money market funds $ 45,130 $ 45,130 $ — $ — Investments in employee deferred compensation trusts 41 41 — — Preferred stock derivative liability 29,947 — — 29,947 Fair Value Measurements Carrying Amount as of As of December 31, 2022 December 31, 2022 Level 1 Level 2 Level 3 Preferred stock derivative liability $ 21,918 $ — $ — $ 21,918 67 Table of Contents The following table provides a reconciliation of the beginning and ending balances of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Preferred stock derivative liability 2023 2022 2021 Balance at January 1, $ 21,918 $ 21,282 $ 8,062 Change in fair value 8,029 636 13,220 Balance at December 31, $ 29,947 $ 21,918 $ 21,282 The Company’s Series A Preferred derivative liability is classified within Level 3 of the fair value hierarchy because unobservable inputs were used in estimating the fair value. The fair value of the redemption provision embedded in the Series A Preferred Stock is estimated based on a discounted cash flow model and probability assumptions based on management’s estimates of a change of control event occurring. The value of the redemption provision explicitly considered the present value of the potential premium that would be paid related to, and the probability of, an event that would trigger its payment. In subsequent periods, the derivative liability is accounted for at fair value, with changes in fair value recognized as other income (expense) on the Company's consolidated statements of operations. The following table provides quantitative information of liabilities measured at fair value and the significant unobservable inputs (Level 3), the range of the significant unobservable inputs, and the valuation techniques. Fair Value As of December 31, 2023 Valuation Technique Unobservable Inputs Range (Weighted Average) (In thousands) Preferred Stock Derivative Liability $ 29,947 Discounted Cash Flow Change-in-control probability assumptions Range: 0 % to 100 % Timing of change-in-control assumptions Range: 1 to 10 years Discount Rate Range: 8 % to 10 % Market yield* 6.3 %* Fair Value As of December 31, 2022 Valuation Technique Unobservable Inputs Range (Weighted Average) (In thousands) Preferred Stock Derivative Liability $ 21,918 Discounted Cash Flow Change-in-control probability assumptions Range: 0 % to 100 % Timing of change-in-control assumptions Range: 1 to 10 years Discount Rate Range: 17 % to 19 % Implied yield** 11.23 %** * Represents the hypothetical market yield ** Represents the implied yield of the 2021 BSP Term Loan The Company’s cash and cash equivalents including restricted cash, accounts receivable, accounts payable and accrued expenses represent financial instruments. The carrying value of these financial instruments is a reasonable approximation of fair value due to the short-term nature of the instruments. Note 16 — Commitments The Company has entered into various license agreements whereby the Company may use certain characters and intellectual properties in conjunction with its products. Generally, such license agreements provide for royalties to be paid ranging from 1 % to 22 % of net sales with minimum guarantees and advance payments. These license agreements are subject to audits by the licensor, which can result in additional payments due to the licensor. In the event the Company estimates that a shortfall in achieving the minimum guarantee is probable, a liability is recorded for the estimated shortfall and charged to royalty expense. 68 Table of Contents Future annual minimum royalty guarantees as of December 31, 2023 are as follows (in thousands): 2024 $ 45,066 2025 7,013 2026 1,059 $ 53,138 Royalty expense for the year ended December 31, 2023, 2022 and 2021, was $ 117.6 million, $ 126.6 million and $ 87.2 million, respectively. The Company has entered into employment and consulting agreements with certain executives expiring through December 31, 2026. The aggregate future annual minimum guaranteed amounts due under those agreements as of December 31, 2023 are as follows (in thousands): 2024 7,560 2025 6,467 2026 3,700 $ 17,727 Note 17 — Share-Based Payments Under the Company’s 2002 Stock Award and Incentive Plan (“the Plan”), which incorporated its Third Amended and Restated 1995 Stock Option Plan, the Company has reserved shares of its common stock for issuance upon the exercise of options granted under the Plan, as well as for the awarding of other securities. Under the Plan, employees (including officers), non-employee directors and independent consultants may be granted options to purchase shares of common stock, restricted stock units and other securities (see Note 14 - Common Stock and Preferred Stock). The vesting of these share-based awards may vary, but typically vest over a requisite service period or are based on performance criteria, with a maximum vesting period of four years . Restricted shares typically vest in the same manner, with the exception of certain awards vesting over one to three years . Share-based compensation expense is recognized on a straight-line basis over the requisite service period. Compensation expense for performance-awards is measured based on the amount of shares ultimately expected to vest, estimated at each reporting date based on management expectations regarding the relevant performance criteria. Unlike the restricted stock awards, the shares for the restricted stock units are not issued until vested. As of December 31, 2023, 1,847,686 shares were available for future grant. Additional shares may become available to the extent that options or shares of restricted stock presently outstanding under the Plan terminate, expire, or are forfeited. Restricted Stock Award Under the Plan, share-based compensation payments may include the issuance of shares of restricted stock. Restricted stock award grants are based upon employment contracts, which vary by individual and year, and are subject to vesting conditions. The following table summarizes the restricted stock award activity, annually, for the year ended December 31, 2023, 2022 and 2021: 2023 2022 2021 Weighted Weighted Weighted Number of Average Grant Date Number of Average Grant Date Number of Average Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Outstanding, January 1 — $ — — $ — 507,867 $ 12.73 Granted — — — — 113,896 4.98 Vested — — — — ( 97,645 ) 20.87 Forfeited — — — — ( 93,352 ) 12.67 Converted to RSU — — — — ( 430,766 ) 8.85 Outstanding, December 31 — — — — — — 69 Table of Contents As of December 31, 2023, 2022 and 2021 there was nil of total unrecognized compensation cost related to non-vested restricted stock. On September 27, 2021, the Company amended the employment agreements with certain executives. The purpose of the amendments was to change the issuance, past and future, of all restricted stock awards to restricted stock units. All other material terms of the respective employment agreements remain the same, including without limitation, the terms of all such grants including the timing of all vesting periods and the vesting benchmarks. Restricted Stock Units Under the Plan, share-based compensation payments may include the issuance of Restricted Stock Units (RSUs) to employees, which occurs approximately once per year and are subject to vesting conditions. RSUs are valued at the market price of the shares underlying the award on the date of grant. The following table summarizes the RSU award activity, annually for the year ended December 31, 2023, 2022 and 2021: 2023 2022 2021 Weighted Weighted Weighted Number of Average Grant Date Number of Average Grant Date Number of Average Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Outstanding, January 1 1,408,586 $ 12.82 1,073,902 $ 8.62 131,517 $ 6.32 Granted 436,792 21.11 827,349 16.75 540,154 8.72 Vested ( 504,384 ) 11.75 ( 343,427 ) 8.37 ( 23,089 ) 17.28 Forfeited ( 34,588 ) 16.70 ( 149,238 ) 14.70 ( 5,446 ) 9.66 Converted from RSA — — — — 430,766 8.85 Outstanding, December 31 1,306,406 16.47 1,408,586 12.82 1,073,902 8.62 As of December 31, 2023, there was $ 15.4 million of total unrecognized compensation cost related to non-vested restricted stock units, which is expected to be recognized over a weighted-average period of 2.2 years. As of December 31, 2023, the fair market value of non-vested restricted stock units was $ 46.4 million. Share-Based Compensation Expense The following table summarizes the total share-based compensation expense (in thousands) which is recognized in General and administrative expenses in the Consolidated Statement of Operations: Year Ended December 31, 2023 2022 2021 Share-based compensation expense $ 8,027 $ 5,082 $ 2,093 Note 18 — Employee Benefits Plan The Company sponsored for its U.S. employees, a defined contribution plan under Section 401(k) of the Internal Revenue Code. The Plan provided that employees may defer up to 50 % of their annual compensation subject to annual dollar limitations, and that the Company would make a matching contribution equal to 100 % of each employee’s deferral, up to 5 % of the employee’s annual compensation. Company-matching contributions, which vest immediately, totaled $ 1.5 million, $ 2.1 million and $ 1.9 million for the year ended December 31, 2023, 2022 and 2021, respectively. Starting December 2023, the Company sponsored for certain of its U.S. based senior employees, a nonqualified deferred compensation plan which includes provisions for salary deferrals and discretionary contributions on a deferred tax basis. As of December 31, 2023 the Company has not made any discretionary matching contributions to the plan. Employees direct the investment of their account balances, and the Company invests amounts held in the associated investment trust consistent with these directions. The value of the assets held in trust by the nonqualified plan was $ 41 thousand as of December 31, 2023. The Company has statutory benefit plans outside the U.S., which are not material. 70 Table of Contents Note 19 — Litigation and Contingencies The Company is a party to, and certain of its property is the subject of, various pending claims and legal proceedings that routinely arise in the ordinary course of its business. The Company accrues for losses when the loss is deemed probable and the liability can reasonably be estimated. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, the Company records the minimum estimated liability related to the claim. As additional information becomes available, the Company assesses the potential liability related to its pending litigation and revises its estimates. In the normal course of business, the Company may provide certain indemnifications and/or other commitments of varying scope to a) its licensors, customers and certain other parties, including against third-party claims of intellectual property infringement, and b) its officers, directors and employees, including against third-party claims regarding the periods in which they serve in such capacities with the Company. The duration and amount of such obligations is, in certain cases, indefinite. The Company's director’s and officer’s liability insurance policy may, however, enable it to recover a portion of any future payments related to its officer, director or employee indemnifications. For the past five years, costs related to director and officer indemnifications have not been significant. Other than certain liabilities recorded in the normal course of business related to royalty payments due to the Company's licensors, no liabilities have been recorded for indemnifications and/or other commitments. Note 20 — Subsequent Events On March 11, 2024, the Company redeemed all of the shares of Series A Senior Preferred Stock for an aggregate price of $ 20.0 million cash and 571,295 of its common shares, representing a value of $ 15.0 million based on a share price of $ 26.26 , settling the preferred stock derivative liability of $ 29.9 million and the preferred stock accrued dividends of $ 6.0 million as of December 31, 2023. The redemption removes the restrictions the preemptive rights of the Series A Senior Preferred Stock placed upon the Company (see Note 14 – Common Stock and Preferred Stock and Note 15- Fair Value Measurements). 71 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.