JAKKS PACIFIC INC 10-Q

Item 1. Financial Statements JAKKS PACIFIC, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) March 31, December 31, 2025 2024 (Unaudited) Assets Current assets Cash and cash equivalents $ 59,188 $ 69,936 Restricted cash 207 201 Accounts receivable, net of allowance for credit losses of $ 4,923 and $ 4,919 at March 31, 2025 and December 31, 2024, respectively 95,611 131,629 Inventory 53,163 52,780 Prepaid expenses and other assets 19,854 14,141 Total current assets 228,023 268,687 Property and equipment Office furniture and equipment 10,039 10,049 Molds and tooling 125,406 125,618 Leasehold improvements 7,048 6,956 Total 142,493 142,623 Less accumulated depreciation and amortization 124,592 126,981 Property and equipment, net 17,901 15,642 Operating lease right-of-use assets, net 52,721 53,254 Other long-term assets 1,737 1,781 Deferred income tax assets, net 70,404 70,394 Goodwill 35,085 35,111 Total assets $ 405,871 $ 444,869 Liabilities, Preferred Stock and Stockholders’ Equity Current liabilities Accounts payable $ 44,489 $ 42,560 Accounts payable - Meisheng (related party) — 13,461 Accrued expenses 37,200 48,456 Reserve for sales returns and allowances 26,229 35,817 Income taxes payable 1,093 1,035 Short-term operating lease liabilities 9,806 8,091 Total current liabilities 118,817 149,420 Long-term operating lease liabilities 47,110 48,433 Accrued expenses – long term 2,909 2,563 Income taxes payable 2,009 3,620 Total liabilities 170,845 204,036 Stockholders’ Equity Common stock, $ 0.001 par value; 100,000,000 shares authorized; 11,146,230 and 11,025,582 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 11 11 Additional paid-in capital 295,931 297,198 Accumulated deficit ( 44,860 ) ( 39,692 ) Accumulated other comprehensive loss ( 16,556 ) ( 17,184 ) Total JAKKS Pacific, Inc. stockholders’ equity 234,526 240,333 Non-controlling interests 500 500 Total stockholders’ equity 235,026 240,833 Total liabilities, preferred stock and stockholders’ equity $ 405,871 $ 444,869 See accompanying notes to condensed consolidated financial statements. 3 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except per share data) Three Months Ended March 31, (Unaudited) 2025 2024 Net sales $ 113,253 $ 90,076 Cost of sales: Cost of goods 54,626 53,821 Royalty expense 18,168 13,776 Amortization of tools and molds 1,446 1,427 Cost of sales 74,240 69,024 Gross profit 39,013 21,052 Direct selling expenses 8,696 8,097 General and administrative expenses 33,961 34,192 Depreciation and amortization 113 87 Selling, general and administrative expenses 42,770 42,376 Loss from operations ( 3,757 ) ( 21,324 ) Other income (expense), net 5 138 Interest income 362 376 Interest expense ( 155 ) ( 143 ) Loss before benefit from income taxes ( 3,545 ) ( 20,953 ) Benefit from income taxes ( 1,163 ) ( 6,728 ) Net loss ( 2,382 ) ( 14,225 ) Net income attributable to non-controlling interests — 280 Net loss attributable to JAKKS Pacific, Inc. $ ( 2,382 ) $ ( 14,505 ) Net loss attributable to common stockholders $ ( 2,382 ) $ ( 13,175 ) Loss per share - basic and diluted $ ( 0.21 ) $ ( 1.27 ) Shares used in loss per share - basic and diluted 11,146 10,354 Comprehensive loss $ ( 1,754 ) $ ( 14,790 ) Comprehensive loss attributable to JAKKS Pacific, Inc. $ ( 1,754 ) $ ( 15,070 ) See accompanying notes to condensed consolidated financial statements. 4 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Three Months Ended March 31, 2025 (Unaudited) Accumulated JAKKS Additional Other Pacific, Inc. Non- Total Common Paid-in Accumulated Comprehensive Stockholders’ Controlling Stockholders’ Stock Capital Deficit Loss Equity Interests Equity Balance, December 31, 2024 $ 11 $ 297,198 $ ( 39,692 ) $ ( 17,184 ) $ 240,333 $ 500 $ 240,833 Share-based compensation expense — 2,552 — — 2,552 — 2,552 Repurchase of common stock for employee tax withholding — ( 3,819 ) — — ( 3,819 ) — ( 3,819 ) Cash dividend declared, $ 0.25 per share — — ( 2,786 ) — ( 2,786 ) — ( 2,786 ) Net loss — — ( 2,382 ) — ( 2,382 ) — ( 2,382 ) Foreign currency translation adjustment — — — 628 628 — 628 Balance, March 31, 2025 $ 11 $ 295,931 $ ( 44,860 ) $ ( 16,556 ) $ 234,526 $ 500 $ 235,026 Three Months Ended March 31, 2024 (Unaudited) Accumulated JAKKS Additional Other Pacific, Inc. Non- Total Common Paid-in Accumulated Comprehensive Stockholders’ Controlling Stockholders’ Stock Capital Deficit Loss Equity Interests Equity Balance, December 31, 2023 $ 10 $ 278,642 $ ( 73,612 ) $ ( 15,627 ) $ 189,413 $ 708 $ 190,121 New stock issuance 1 — — — 1 — 1 Share-based compensation expense — 2,575 — — 2,575 — 2,575 Non-controlling interests – capital reduction — — — — — ( 488 ) ( 488 ) Repurchase of common stock for employee tax withholding — ( 5,132 ) — — ( 5,132 ) — ( 5,132 ) Preferred stock accrued dividends — ( 390 ) — — ( 390 ) — ( 390 ) Preferred stock redemption — 16,329 — — 16,329 — 16,329 Net income (loss) — — ( 14,505 ) — ( 14,505 ) 280 ( 14,225 ) Foreign currency translation adjustment — — — ( 565 ) ( 565 ) — ( 565 ) Balance, March 31, 2024 $ 11 $ 292,024 $ ( 88,117 ) $ ( 16,192 ) $ 187,726 $ 500 $ 188,226 See accompanying notes to condensed consolidated financial statements. 5 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Three Months Ended March 31, (Unaudited) 2025 2024 Cash flows from operating activities Net loss $ ( 2,382 ) $ ( 14,225 ) Adjustments to reconcile net loss to net cash used in operating activities: (Recovery of) provision for credit losses ( 11 ) 1,126 Depreciation and amortization 1,559 1,514 Write-off and amortization of debt issuance costs 79 79 Share-based compensation expense 2,552 2,575 Gain on disposal of property and equipment 1 2 Deferred income taxes ( 10 ) 1 Changes in operating assets and liabilities: Accounts receivable 36,029 42,796 Inventory ( 383 ) 6,306 Prepaid expenses and other assets ( 4,727 ) ( 11,199 ) Accounts payable ( 575 ) ( 10,489 ) Accounts payable - Meisheng (related party) ( 12,706 ) ( 3,637 ) Accrued expenses ( 11,256 ) ( 13,521 ) Reserve for sales returns and allowances ( 9,588 ) ( 10,672 ) Income taxes payable ( 1,553 ) ( 3,735 ) Other liabilities 1,271 216 Total adjustments 682 1,362 Net cash used in operating activities ( 1,700 ) ( 12,863 ) Cash flows from investing activities Purchases of property and equipment ( 2,070 ) ( 2,228 ) Investments in employee deferred compensation trusts ( 995 ) ( 1,407 ) Proceeds from sale of property and equipment — 1 Net cash used in investing activities ( 3,065 ) ( 3,634 ) Cash flows from financing activities Repurchase of common stock for employee tax withholding ( 3,819 ) — Redemption of preferred stock — ( 20,000 ) Cash dividend paid ( 2,786 ) — Net cash used in financing activities ( 6,605 ) ( 20,000 ) Net decrease in cash, cash equivalents and restricted cash ( 11,370 ) ( 36,497 ) Effect of foreign currency translation 628 ( 565 ) Cash, cash equivalents and restricted cash, beginning of period 70,137 72,554 Cash, cash equivalents and restricted cash, end of period $ 59,395 $ 35,492 Supplemental disclosure of non-cash activities: Right-of-use assets exchanged for lease liabilities $ 5,053 $ 3,532 Supplemental disclosures of cash flow information: Cash paid for income taxes, net $ 406 $ 1,312 Cash paid for interest $ 0 $ 36 As of March 31, 2025 and 2024, there was $ 4.7 million and $ 3.1 million, respectively, of property and equipment purchases included in accounts payable. As of March 31, 2025 and 2024, the Company had accrued nil and $ 5.1 million, respectively, for repurchases of common stock for employee tax withholding. On March 11, 2024, the Company issued $ 15.0 million in common stock as part of the consideration to redeem the preferred stock derivative liability (see Note 8 – Common Stock and Preferred Stock). See Notes 5 and 8 for additional supplemental information to the condensed consolidated statements of cash flows. See accompanying notes to condensed consolidated financial statements. 6 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 Note 1 — Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to prevent the information presented from being misleading. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K, which contains audited financial information for the three years in the period ended December 31, 2024. The information provided in this report reflects all adjustments (consisting solely of normal recurring items) that are, in the opinion of management, necessary to present fairly the financial position and the results of operations for the periods presented. Interim results are not necessarily, especially given seasonality, indicative of results to be expected for a full year. The condensed consolidated financial statements include the accounts of JAKKS Pacific, Inc. and its wholly-owned subsidiaries (collectively, “the Company”). 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 eliminate 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 require 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 adopted ASU 2020-06 on January 1, 2024. The adoption of this new accounting standard did not have a material impact on the Company’s condensed 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 adopted this standard as of December 31, 2024, which resulted in incremental segment disclosures. See Note 2 - Business Segments, Geographic Data and Sales by Major Customers. 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 condensed consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The new guidance improves disclosures about a public business entity’s expenses by requiring disaggregated disclosures of certain types of expenses, including purchases of inventory, employee compensation, depreciation, intangible amortization and depletion, as applicable, for each income statement caption that includes those expenses. In addition, the standard will require entities to define and disclose total selling expenses. The standard is effective for public business entities such as the Company for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted, and entities may apply the standard prospectively or retrospectively. The Company is currently evaluating the impact of adopting this standard on its condensed consolidated financial statements and related disclosures. No new additional accounting pronouncements were issued or adopted for the three months ended March 31, 2025 that materially impacted the Company. 7 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 Note 2 — 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 (“TCP”) and (ii) Costumes. 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. The Company’s Chief Executive Officer and Chief Financial Officer have been identified jointly as the Chief Operating Decision Maker (“CODM”). The CODM manages and allocates resources on a segment basis. The determination of the two segments is consistent with the financial information regularly reviewed by the CODM for purposes of evaluating performance. Results are regularly reviewed in comparison with current budget, prior forecast, prior year and recent years’ performance in that quarter. 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. 8 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 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 for the three months ended March 31, 2025 and 2024 and as of March 31, 2025 and December 31, 2024 are as follows (in thousands): Three Months Ended March 31, 2025 2024 TCP Costumes Total TCP Costumes Total Net Sales $ 107,438 $ 5,815 $ 113,253 $ 82,910 $ 7,166 $ 90,076 Cost of Sales (A) 69,239 5,001 74,240 65,055 3,969 69,024 Gross Profit 38,199 814 39,013 17,855 3,197 21,052 Direct selling expenses 7,966 730 8,696 6,846 1,251 8,097 Product development and testing expenses 2,015 384 2,399 1,665 299 1,964 Divisional general and administrative expenses (A), (B) 5,557 3,231 8,788 6,237 4,012 10,249 Allocated headquarter general & administrative expenses (A), (C) 21,740 1,147 22,887 20,317 1,749 22,066 Income (loss) from operations 921 ( 4,678 ) ( 3,757 ) ( 17,210 ) ( 4,114 ) ( 21,324 ) Other income (expense), net 5 138 Interest income 362 376 Interest expense ( 155 ) ( 143 ) Income before benefit from income taxes $ ( 3,545 ) $ ( 20,953 ) (A) Includes depreciation and amortization $ 1,550 $ 9 $ 1,559 $ 1,499 $ 15 $ 1,514 (B) Consist mainly of payroll and related expenses, rent, depreciation and other general and administrative expenses. (C) Consist mainly of payroll related expenses, rent, depreciation and other general and administrative expenses. March 31, December 31, 2025 2024 Assets Toys/Consumer Products $ 388,178 $ 429,254 Costumes 17,693 15,615 $ 405,871 $ 444,869 9 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 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 March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024 (in thousands): March 31, December 31, 2025 2024 Long-lived Assets United States $ 50,369 $ 53,020 China 15,850 13,553 Hong Kong 2,236 582 Italy 776 754 United Kingdom 735 808 Mexico 512 31 Canada 103 107 France 41 41 $ 70,622 $ 68,896 Three Months Ended March 31, 2025 2024 Net Sales by Customer Area United States $ 88,944 $ 70,430 Europe 11,810 5,735 Latin America 7,459 7,996 Canada 3,279 3,370 Asia 751 965 Australia & New Zealand 613 1,346 Middle East & Africa 397 234 $ 113,253 $ 90,076 Major Customers Net sales to major customers globally for the three months ended March 31, 2025 and 2024 were as follows (in thousands, except for percentages): Three Months Ended March 31, 2025 2024 Percentage Percentage Amount of Net Sales Amount of Net Sales Walmart $ 36,260 32.0 % $ 21,294 23.6 % Target 29,444 26.0 26,667 29.6 $ 65,704 58.0 % $ 47,961 53.2 % 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. 10 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 Note 3 — 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 or net realizable value, net of inventory obsolescence reserve, and consists of the following (in thousands): March 31, December 31, 2025 2024 Finished goods $ 53,163 $ 52,780 $ 53,163 $ 52,780 The inventory obsolescence reserve was $ 6.5 million and $ 10.9 million as of March 31, 2025 and December 31, 2024, respectively. Note 4 — Revenue Recognition and Reserve for Sales Returns and Allowances 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 2 - 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 30 % 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 three months ended March 31, 2025 and 2024, sales commissions were $ 0.4 million and $ 0.3 million, respectively. 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 three months ended March 31, 2025 and 2024, shipping and handling costs were $ 2.3 million and $ 1.6 million, respectively. The Company’s reserve for sales returns and allowances amounted to $ 26.2 million as of March 31, 2025, compared to $ 35.8 million as of December 31, 2024. The Company’s net accounts receivable as of March 31, 2025 and December 31, 2024 were $ 95.6 million and $ 131.6 million, respectively. 11 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 Note 5 — 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. (“JPMorgan”), as agent and lender for a $ 67,500,000 senior secured revolving credit facility (the “JPMorgan ABL Facility”). The Company pays a commitment fee ( 0.25 % - 0.375 %) based on the unused portion of the revolving credit facility. The JPMorgan ABL Facility matures in June 2026. As of March 31, 2025 the weighted average interest rate on the credit facility with JPMorgan Chase Bank was nil . 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 March 31, 2025, the amount of outstanding borrowings was nil and the total excess borrowing availability was $ 61.8 million. As of March 31, 2025, off-balance sheet arrangements include letters of credit issued by JPMorgan of $ 4.4 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 (i.e., JPMorgan ABL Credit Agreement) was $ 0.1 million for the three months ended March 31, 2025 and March 31, 2024. As of March 31, 2025, the Company was in compliance with the financial covenants under the JPMorgan ABL Credit Agreement. 12 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 Note 6 — Income Taxes The Company’s income tax benefit of 1.2 million for the three months ended March 31, 2025, reflects an effective tax rate of 32.8 %. The Company’s income tax benefit of $ 6.7 million for the three months ended March 31, 2024, reflects an effective tax rate of 32.1 %. The tax benefit for the three months ended March 31, 2025 and 2024 primarily relates to discrete items and the tax benefit related to the overall worldwide loss (i.e. federal, state, and foreign). From time to time, in the normal course of business, the Company may be audited by federal, state and foreign tax authorities. At this time, the Company has at least one audit underway. The Company currently cannot assess the impact of the outcome on its condensed consolidated financial statements. Note 7 — Loss Per Share The following table is a reconciliation of the weighted average shares used in the computation of loss per share for the periods presented (in thousands, except per share data): Three Months Ended March 31, Loss per share - basic and diluted 2025 2024 Net loss $ ( 2,382 ) $ ( 14,225 ) Net income attributable to non-controlling interests — 280 Net loss attributable to JAKKS Pacific, Inc. ( 2,382 ) ( 14,505 ) Redemption of preferred stock — 1,330 Net loss attributable to common stockholders * $ ( 2,382 ) $ ( 13,175 ) Weighted average common shares outstanding - basic and diluted 11,146 10,354 Loss per share available to common stockholder - basic and diluted $ ( 0.21 ) $ ( 1.27 ) * Net loss attributable to common stockholders was computed by deducting the difference between the fair value of the consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock and fair value of the related derivative liability of $ 1.3 million for the three months ended March 31, 2024. Basic loss per share is calculated using the weighted average number of common shares outstanding during the period. Diluted 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 units to the extent they are dilutive). Potentially dilutive restricted stock units of 359,344 and 545,145 for the three months ended March 31, 2025 and 2024, respectively, were excluded from the computation of diluted loss per share since they would have been anti-dilutive. Note 8 — 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. 13 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 During 2025, certain employees, including two executive officers, surrendered an aggregate of 135,672 shares of restricted stock units for $ 3.8 million to cover income taxes due for the vesting of restricted shares. Additionally, an aggregate of 1,357 shares of restricted stock granted in 2023 and 2024 with a value of approximately $ 38.1 thousand was forfeited during 2025. During 2024, certain employees, including two executive officers, surrendered an aggregate of 147,612 shares of restricted stock units for $ 5.1 million to cover income taxes due for the vesting of restricted shares. Additionally, an aggregate of 13,714 shares of restricted stock granted in 2022 and 2023 with a value of approximately $ 0.2 million was forfeited during 2024. A quarterly dividend of $ 0.25 per share for owners of record as of March 3, 2025 was declared on February 18, 2025 and paid on March 31, 2025. No dividend was declared or paid in 2024. 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 March 31, 2025, 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 March 31, 2025, the Company has not sold any securities pursuant to its shelf registration statement. 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”). On March 11, 2024, the Company redeemed all of the outstanding 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. Each share of Series A Preferred Stock had an initial value of $ 100 per share, which was automatically increased for any accrued and unpaid dividends (the “Accreted Value”). The Series A Preferred Stock had 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 had been declared or paid. Prior to the redemption, for the three months ended March 31, 2024, the Company recorded $ 0.4 million of preferred stock dividends as an increase in the value of the Series A Preferred Stock. The Series A Preferred Stock had no stated maturity, however, the Company had 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 were 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. 14 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 The Company had the right, but was 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 did 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 required 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 provided that the approval of at least six directors was 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 included 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 had 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. Prior to the redemption, the Series A Preferred Stock redemption amount was contingent upon certain events with no stated redemption date. 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 contained a redemption feature which was contingent upon certain deemed liquidation events, the occurrence of which may not solely have been 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 had 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 specified 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 met the definition of a derivative, and its economic characteristics were 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. The Company considered the repurchase option to have no value as the likelihood was remote that this event, within the Company’s control, would ever occur. The liability was accounted for at fair value, with changes in fair value recognized as other income (expense) on the Company’s condensed consolidated statements of operations (see Note 13 – 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 were accounted for separately from the Series A Preferred Stock at fair value. As of March 31, 2024, the Company had redeemed all of the outstanding shares of the Series A Preferred Stock. 15 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 The following table provides a reconciliation of the beginning and ending balances of the Series A Preferred Stock, which was recorded in temporary equity: 2024 Balance, January 1, $ 5,992 Preferred stock accrued dividends 390 Preferred stock redemption ( 6,382 ) Balance, March 31, $ — Note 9 — Goodwill The Company applies a fair value-based impairment test to the carrying value of goodwill and indefinite-lived intangible assets on an annual basis and, on an interim basis, if certain events or circumstances indicate that an impairment loss may have been incurred. Goodwill impairment exists when the estimated fair value of goodwill is less than its carrying value. For the three months ended March 31, 2025, there were no events or circumstances that indicated that an impairment loss may have been incurred. Note 10 — Comprehensive Loss The table below presents the components of the Company’s comprehensive loss for the three months ended March 31, 2025 and 2024 (in thousands): Three Months Ended March 31, 2025 2024 Net loss $ ( 2,382 ) $ ( 14,225 ) Other comprehensive income (loss): Foreign currency translation adjustment 628 ( 565 ) Comprehensive loss ( 1,754 ) ( 14,790 ) Less: Comprehensive loss attributable to non-controlling interests — 280 Comprehensive loss attributable to JAKKS Pacific, Inc. $ ( 1,754 ) $ ( 15,070 ) Note 11 — 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. 16 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 Note 12 — Share-Based Payments The Company’s 2002 Stock Award and Incentive Plan (the “Plan”), as amended, provides for the awarding of stock options, restricted stock and restricted stock units to certain key employees, executive officers and non-employee directors. Current awards under the Plan include grants to executive officers and certain key employees of restricted stock units, with vesting contingent upon the completion of specified service periods ranging from one year to four years and/or (b) meeting certain financial performance and/or market-based metrics. Shares for the restricted stock units are not issued until they vest. The following table summarizes the total share-based compensation expense recognized for the three months ended March 31, 2025 and 2024 (in thousands): Three Months Ended March 31, 2025 2024 Share-based compensation expense $ 2,552 $ 2,575 Restricted Stock Units Restricted stock unit activity (including those with performance-based vesting criteria) for the three months ended March 31, 2025 is summarized as follows: Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Outstanding, December 31, 2024 1,008,400 $ 22.51 Granted 269,259 30.62 Vested ( 256,333 ) 16.44 Forfeited ( 1,357 ) 28.10 Outstanding, March 31, 2025 1,019,969 26.17 As of March 31, 2025, there was $ 17.0 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 2.1 years. As of March 31, 2025, the fair market value of non-vested restricted stock units was $ 25.2 million. Note 13 — 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. 17 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 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 March 31, 2025 and December 31, 2024 (in thousands): Carrying Amount as of March 31, Fair Value Measurements As of March 31, 2025 2025 Level 1 Level 2 Level 3 Money market funds $ 40,468 $ 40,468 $ — $ — Investments in employee deferred compensation trusts 2,680 2,680 — — Carrying Amount as of December 31, Fair Value Measurements As of December 31, 2024 2024 Level 1 Level 2 Level 3 Money market funds $ 39,907 $ 39,907 $ — $ — Investments in employee deferred compensation trusts 1,686 1,686 — — Money market funds are included in cash and cash equivalents on the condensed consolidated balance sheets. Investments in employee deferred compensation trusts which are comprised of mutual funds are classified as trading securities are included in prepaid and other assets on the condensed consolidated balance sheets. For the three months ended March 31, 2025 and 2024, changes in the fair value of securities held in the rabbi trust and offsetting increases or decreases in the deferred compensation obligation totaled $( 142.4 ) thousand and $ 73.4 thousand, respectively, and are recognized in other general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive income. The following tables provide 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 2024 Balance, January 1, $ 29,947 Change in fair value — Extinguishment through redemption of preferred stock ( 29,947 ) Balance, March 31, $ — The Company’s Series A Preferred derivative liability was 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 was accounted for at fair value, with changes in fair value recognized as other income (expense) on the Company’s condensed consolidated statements of operations. 18 Table of Contents JAKKS PACIFIC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 2025 The preferred stock derivative liability was extinguished on March 11, 2024. 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 14 — Related Party Transactions In March 2017, the Company entered into an equity purchase agreement with Hong Kong Meisheng Cultural Company Limited (“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 for election to the Company’s board of directors. Since such time, Mr. Xiaoqiang Zhao was Meisheng’s nominee. Meisheng and its affiliates own less than 10% of the Company’s outstanding shares of common stock. Mr. Zhao did not stand for reelection as director at the Company’s 2024 annual meeting. Since December 6, 2024, Meisheng is not represented on the Company’s board of directors and thus ceased to be a related party to the company. Meisheng also serves as a significant manufacturer of the Company. For the three months ended March 31, 2024, the Company made inventory-related payments to Meisheng of approximately $ 14.9 million. As of December 31, 2024, amounts due to Meisheng for inventory received by the Company, but not paid totaled $ 13.5 million, respectively. Note 15 — Prepaid Expenses and Other Assets Prepaid expenses and other assets as of March 31, 2025 and December 31, 2024 consist of the following (in thousands): March 31, 2025 December 31, 2024 Income tax receivable $ 8,826 $ 8,798 Prepaid expenses 4,457 2,306 Royalty advances 3,463 941 Employee retention credit 285 285 Other assets 2,823 1,811 Prepaid expenses and other assets $ 19,854 $ 14,141 Note 16 — Subsequent events On April 25, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.25 per common share. The dividend will be payable on June 27, 2025, to shareholders of record at the close of business on May 30, 2025. 19 Table of Contents Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of financial condition and results of operations should be read together with our condensed consolidated financial statements and notes thereto, which appear elsewhere herein. Disclosure Regarding Forward-Looking Statements This Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. For example, statements included in this Report regarding our financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future product demand, supply, manufacturing, costs, marketing and pricing factors are all forward-looking statements. When we use words like “intend,” “anticipate,” “believe,” “estimate,” “plan” or “expect,” or other words of a similar import, we are making forward-looking statements. We believe that the assumptions and expectations reflected in such forward-looking statements are reasonable, based upon information available to us on the date hereof, but we cannot assure you that these assumptions and expectations will prove to have been correct or that we will take any action that we may presently be planning. We have disclosed certain important factors (e.g., see “Risk Factors”) that could cause our actual results to differ materially from our current expectations elsewhere in this Report. You should understand that forward-looking statements made in this Report are necessarily qualified by these factors. We are not undertaking to publicly update or revise any forward-looking statement if we obtain new information or upon the occurrence of future events or otherwise. Critical Accounting Estimates Our critical accounting policies and estimates are included in the 2024 Annual Report on Form 10-K and did not materially change during the first three months of 2025. New Accounting Pronouncements See Note 1 to the condensed consolidated financial statements. Results of Operations The following unaudited table sets forth, for the periods indicated, certain statement of income data as a percentage of net sales: Three Months Ended March 31, (Unaudited) 2025 2024 Net sales 100.0 % 100.0 % Cost of sales: Cost of goods 48.3 59.7 Royalty expense 16.0 15.3 Amortization of tools and molds 1.3 1.6 Cost of sales 65.6 76.6 Gross profit 34.4 23.4 Direct selling expenses 7.7 9.0 General and administrative expenses 29.9 38.0 Depreciation and amortization 0.1 0.1 Selling, general and administrative expenses 37.7 47.1 Loss from operations (3.3 ) (23.7 ) Other income (expense), net — 0.2 Interest income 0.3 0.4 Interest expense (0.1 ) (0.2 ) Loss before benefit from income taxes (3.1 ) (23.3 ) Benefit from income taxes (1.0 ) (7.5 ) Net loss (2.1 ) (15.8 ) Net income (loss) attributable to non-controlling interests — 0.3 Net loss attributable to JAKKS Pacific, Inc. (2.1 )% (16.1 )% 20 Table of Contents The following unaudited table sets forth, for the periods indicated, certain statements of operations data by segment (in thousands): Three Months Ended March 31, (Unaudited) 2025 2024 Net Sales Toys/Consumer Products $ 107,438 $ 82,910 Costumes 5,815 7,166 113,253 90,076 Cost of Sales Toys/Consumer Products 69,239 65,055 Costumes 5,001 3,969 74,240 69,024 Gross Profit Toys/Consumer Products 38,199 17,855 Costumes 814 3,197 $ 39,013 $ 21,052 Comparison of the Three Months Ended March 31, 2025 and 2024 Net Sales Toys/Consumer Products. Net sales of our Toys/Consumer Products segment were $107.4 million for the three months ended March 31, 2025 compared to $82.9 million for the prior year period, representing an increase of $24.5 million, or 29.6%. The increase was driven by higher sales in Dolls, Role-Play/Dress-up, up 36.7% versus a year ago, due to higher sales related to the Moana 2 Movie product as well as increases in Disney Princess and Style Collection products. Additionally, net sales from the Action Play & Collectibles division were up 29.9% due to higher net sales from the Sonic 3 Movie, DogMan and Simpsons products. Costumes . Net sales of our Costumes segment were $5.8 million for the three months ended March 31, 2025 compared to $7.2 million for the prior year period, representing a decrease of $1.4 million, or 19.4%. The decrease was primarily due to reduced orders from select recurring customers. Cost of Sales Toys/Consumer Products. Cost of sales of our Toys/Consumer Products segment was $69.2 million, or 64.4% of related net sales for the three months ended March 31, 2025 compared to $65.1 million, or 78.5% of related net sales for the prior year period, representing an increase of $4.1 million, or 6.4%, in line with the increase in net sales. The decrease as a percentage of net sales was due to a higher mix of high margin movie-related product as well as decreased inventory reserves. Costumes . Cost of sales of our Costumes segment was $5.0 million, or 86.0% of related net sales for the three months ended March 31, 2025, compared to $4.0 million, or 55.6% of related net sales for the prior year period, representing an increase in dollars of $1.0 million, or 26.0%. The increase was due to higher product COGS related to product mix. Selling, General and Administrative Expenses Selling, general and administrative expenses were $42.8 million for the three months ended March 31, 2025 compared to $42.4 million for the prior year period constituting 37.7% and 47.1% of net sales, respectively. Selling, general and administrative expenses were primarily flat year over year, with slightly higher product development expenses being offset by lower outside spending. Benefit From Income Taxes Our income tax benefit, which includes federal, state and foreign income taxes and discrete items, was $1.2 million, or an effective tax rate of 32.8%, for the three months ended March 31, 2025. During the comparable period in 2024, our income tax benefit was $6.7 million, or an effective tax rate of 32.1%. The slight increase in the effective tax rate is primarily due to the relationship between the tax provision benefit and a lower pre-tax book loss this year. 21 Table of Contents Seasonality and Backlog The retail toy industry is inherently seasonal. Generally, our sales have been highest during the second and third quarters, and collections for those sales have been highest during the succeeding fourth and first quarters. Our working capital needs have been highest during the second and third quarters as we make royalty advance payments for some of our licenses and buy and sell inventory subject to customer payment terms. While we have taken steps to level sales over the entire year, sales are expected to remain heavily influenced by the seasonality of our toy and costume products. The result of these seasonal patterns is that operating results and the demand for working capital may vary significantly by quarter. Orders placed with us are generally cancelable until the date of shipment. The combination of seasonal demand and the potential for order cancellation makes accurate forecasting of future sales difficult and causes us to believe that backlog may not be an accurate indicator of our future sales. Similarly, financial results for a particular quarter may not be indicative of results for the entire year. Liquidity and Capital Resources As of March 31, 2025, we had working capital (inclusive of cash, cash equivalents and restricted cash) of $109.2 million, compared to $119.3 million as of December 31, 2024, representing a decrease in working capital of $10.1 million during the three-month period ended March 31, 2025. The decrease in working capital is mainly attributable to cash used for financing activities. Operating activities used net cash of $1.7 million during the three months ended March 31, 2025, as compared to net cash used of $12.9 million in the prior year period. The decrease in net cash used in operating activities year-over-year is primarily due to a lower net loss. Other than open purchase orders issued in the normal course of business related to shipped product, we have no obligations to purchase inventory from our manufacturers. However, we may incur costs or other losses as a result of not placing orders consistent with our forecasts for product manufactured by our suppliers or manufacturers for a variety of reasons including customer order cancellations or a decline in demand. As part of our strategy to develop and market new products, we have entered into various character and product licenses with royalties/obligations generally ranging from 1% to 22% payable on net sales of such products. As of March 31, 2025, these agreements required future aggregate minimum royalty guarantees of $76.8 million exclusive of $3.5 million in advances already paid. Of this $76.8 million future minimum royalty guarantee, $54.8 million is due over the next twelve months. Investing activities used net cash of $3.1 million and $3.6 million for the three months ended March 31, 2025 and 2024, respectively, and consisted primarily of cash paid for the purchase of molds and tooling used in the manufacture of our products and purchases of investments to fund our obligation to our employees stemming from our non-qualified deferred compensation plan. Financing activities used net cash of $6.6 million and $20.0 million for the three months ended March 31, 2025 and 2024, respectively. The cash used in financing activities during the three months ended March 31, 2025, consists of $3.8 million used for the repurchase of our common stock for employee tax withholding and $2.8 million used to pay dividends. The cash used in financing activities during the three months ended March 31, 2024, consists of $20.0 million used in the redemption of our outstanding preferred stock. As of March 31, 2025, we have no outstanding indebtedness under our senior secured revolving credit facility (the “JPMorgan ABL Facility”), aside from utilizing $4.4 million in letters of credit. See Note 5 – Credit Facilities for additional information pertaining to our Credit Facilities. As of March 31, 2025 and December 31, 2024, we held cash and cash equivalents, including restricted cash, of $59.4 million and $70.1 million, respectively. Cash, and cash equivalents, including restricted cash held outside of the United States in various foreign subsidiaries totaled $15.4 million and $16.5 million as of March 31, 2025 and December 31, 2024, respectively. The cash and cash equivalents, including restricted cash balances in our 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. During the first quarter of 2024, the Company declared a one-time dividend from Canada to the U.S in the amount of $5.9 million, in order to fund the preferred stock redemption that occurred during the quarter, resulting in a 5% withholding tax. This was a significant one-time event as there are no preferred stock outstanding as of March 31, 2024. Future cash remittances will come from Hong Kong, which does not impose withholding taxes. As such, foreign withholding taxes on future repatriations are not expected to be significant. 22 Table of Contents Our primary sources of working capital are cash flows from operations and borrowings under our JPMorgan ABL Facility (see Note 5 – Credit Facilities). Typically, cash flows from operations are impacted by the effect on sales of (1) the appeal of our products, (2) the success of our licensed brands in motivating consumer purchase of related merchandise, (3) the highly competitive conditions existing in the toy industry and in securing commercially attractive licenses, (4) dependency on a limited set of large customers, and (5) general economic conditions. A downturn in any single factor or a combination of factors could have a material adverse impact upon our ability to generate sufficient cash flows to operate the business. In addition, our business and liquidity are dependent to a significant degree on our vendors and their financial health, as well as the ability to accurately forecast the demand for products. The loss of a key vendor, or material changes in support by them, or a significant variance in actual demand compared to the forecast, can have a material adverse impact on our cash flows and business. Given the conditions in the toy industry environment in general, vendors, including licensors, may seek further assurances or take actions to protect against non-payment of amounts due to them. Changes in this area could have a material adverse impact on our liquidity. As of March 31, 2025 off-balance sheet arrangements include letters of credit issued by JPMorgan of $4.4 million.