UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
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JAKKSPACIFIC, INC. AND SUBSIDIARIES
TABLEOF CONTENTS TO QUARTERLY REPORT ON FORM 10-Q
QUARTERENDED JUNE 30, 2025
ITEMSIN FORM 10-Q
| Part I | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements (Unaudited) | 3 |
| Condensed Consolidated Balance Sheets | 3 | |
| Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | 4 | |
| Condensed Consolidated Statements of Stockholders’ Equity | 5 | |
| Condensed Consolidated Statements of Cash Flows | 6 | |
| Notes to Condensed Consolidated Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 25 |
| Item 4. | Controls and Procedures | 25 |
| Part II | OTHER INFORMATION | |
| Item 1. | Legal Proceedings | 26 |
| Item 1A. | Risk Factors | 26 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | None |
| Item 3. | Defaults Upon Senior Securities | None |
| Item 4. | Mine Safety Disclosures | None |
| Item 5. | Other Information | None |
| Item 6. | Exhibits | 26 |
| Signatures | 27 | |
| Exhibit 31.1 | ||
| Exhibit 31.2 | ||
| Exhibit 32.1 | ||
| Exhibit 32.2 | ||
PARTI – FINANCIAL INFORMATION
Item1. Financial Statements
JAKKSPACIFIC, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED BALANCE SHEETS
(Inthousands, except share amounts)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total current assets | ||||||||
| Property and equipment | ||||||||
| Office furniture and equipment | ||||||||
| Molds and tooling | ||||||||
| Leasehold improvements | ||||||||
| Total | ||||||||
| Less accumulated depreciation and amortization | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Other long-term assets | ||||||||
| Deferred income tax assets, net | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable - Meisheng (related party) | ||||||||
| Accrued expenses | ||||||||
| Reserve for sales returns and allowances | ||||||||
| Income taxes payable | ||||||||
| Short-term operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term operating lease liabilities | ||||||||
| Accrued expenses – long term | ||||||||
| Income taxes payable | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total JAKKS Pacific, Inc. stockholders’ equity | ||||||||
| Non-controlling interests | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
Seeaccompanying notes to condensed consolidated financial statements.
3
JAKKSPACIFIC, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share data)
| Three Months Ended June 30, (Unaudited) | Six Months Ended June 30, (Unaudited) | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales: | ||||||||||||||||
| Cost of goods | ||||||||||||||||
| Royalty expense | ||||||||||||||||
| Amortization of tools and molds | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Direct selling expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense), net | ||||||||||||||||
| Loss on debt extinguishment | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) before provision for (benefit from) income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for (benefit from) income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income attributable to non-controlling interests | ||||||||||||||||
| Net income (loss) attributable to Jakks Pacific, Inc. | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Earnings (loss) per share - basic | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Shares used in earnings (loss) per share - basic | ||||||||||||||||
| Earnings (loss) per share - diluted | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Shares used in earnings (loss) per share - diluted | ||||||||||||||||
| Comprehensive income (loss) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Comprehensive income (loss) attributable to JAKKS Pacific, Inc. | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
Seeaccompanying notes to condensed consolidated financial statements.
4
JAKKSPACIFIC, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Inthousands)
| Three and Six Months Ended June 30, 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 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||
| Share-based compensation expense | — | — | — | — | ||||||||||||||||||||||||
| Repurchase of common stock for employee tax withholding | — | ( | ) | — | — | ( | ) | — | ( | ) | ||||||||||||||||||
| Cash dividend declared, $ | — | — | ( | ) | — | ( | ) | — | ( | ) | ||||||||||||||||||
| Net loss | — | — | ( | ) | — | ( | ) | — | ( | ) | ||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | ||||||||||||||||||||||||
| Repurchase of common stock for employee tax withholding | — | ( | ) | — | — | ( | ) | — | ( | ) | ||||||||||||||||||
| Cash dividend declared, $ | — | — | ( | ) | — | ( | ) | — | ( | ) | ||||||||||||||||||
| Net loss | — | — | ( | ) | — | ( | ) | — | ( | ) | ||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||
| Three and Six Months Ended June 30, 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 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||
| New stock issuance | — | — | — | — | ||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | ||||||||||||||||||||||||
| Non-controlling interests – capital reduction | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Repurchase of common stock for employee tax withholding | — | ( | ) | — | — | ( | ) | — | ( | ) | ||||||||||||||||||
| Preferred stock accrued dividends | — | ( | ) | — | — | ( | ) | — | ( | ) | ||||||||||||||||||
| Preferred stock redemption | — | — | — | — | ||||||||||||||||||||||||
| Net income (loss) | — | — | ( | ) | — | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | — | ( | ) | ||||||||||||||||||
| Balance, March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | ||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | — | ( | ) | ||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||
Seeaccompanying notes to condensed consolidated financial statements.
5
JAKKSPACIFIC, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
(Inthousands)
| Six Months Ended June 30, | ||||||||
| (Unaudited) | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Provision for credit losses | ||||||||
| Depreciation and amortization | ||||||||
| Write-off and amortization of debt issuance costs | ||||||||
| Share-based compensation expense | ||||||||
| Loss on disposal of property and equipment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Accounts payable - Meisheng (related party) | ( | ) | ||||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Reserve for sales returns and allowances | ( | ) | ( | ) | ||||
| Income taxes payable | ( | ) | ( | ) | ||||
| Other liabilities | ||||||||
| Total adjustments | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Investments in employee deferred compensation trusts | ( | ) | ( | ) | ||||
| Proceeds from sale of property and equipment | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Repurchase of common stock for employee tax withholding | ( | ) | ( | ) | ||||
| Proceeds from credit facility borrowings | ||||||||
| Redemption of preferred stock | ( | ) | ||||||
| Cash dividend paid | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Effect of foreign currency translation | ( | ) | ||||||
| Cash, cash equivalents and restricted cash, beginning of period | ||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash activities: | ||||||||
| Right-of-use assets exchanged for lease liabilities | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for income taxes, net | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
Asof June 30, 2025 and 2024, there was $
As of June 30, 2025, the debt issuance costs of$
OnMarch 11, 2024, the Company issued $
SeeNotes 5 and 8 for additional supplemental information to the condensed consolidated statements of cash flows.
Seeaccompanying notes to condensed consolidated financial statements.
6
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
Note1 — Basis of Presentation
Theaccompanying unaudited interim condensed consolidated financial statements included herein have been prepared by the Company, withoutaudit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information andfootnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted inthe United States of America have been condensed or omitted pursuant to such rules and regulations. However, the Company believes thatthe disclosures are adequate to prevent the information presented from being misleading. These financial statements should be read inconjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K, which containsaudited financial information for the three years in the period ended December 31, 2024.
Theinformation provided in this report reflects all adjustments (consisting solely of normal recurring items) that are, in the opinion ofmanagement, necessary to present fairly the financial position and the results of operations for the periods presented. Interim resultsare not necessarily, especially given seasonality, indicative of results to be expected for a full year.
Thecondensed consolidated financial statements include the accounts of JAKKS Pacific, Inc. and its wholly-owned subsidiaries (collectively,“the Company”).
InAugust 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivativesand Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts inan Entity’s Own Equity.” The new guidance eliminates two of the three models in ASC 470-20, which required entities to accountfor 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 bifurcationin accordance with ASC 815-15 will be accounted for separately. In addition, the amendments in ASU 2020-06 eliminate some of the requirementsin 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 disclosuresabout the terms of convertible instruments and contracts in an entity’s own equity. The new standard is effective for the Companyfor 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 theCompany’s condensed consolidated financial statements.
InNovember 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 significantsegment expenses. The new standard is effective for the Company for fiscal years beginning after December 15, 2023, with early adoptionpermitted. 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.
InDecember 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASUprovides standardization of tax disclosures, primarily related to the rate reconciliation and income taxes paid information. The newstandard is effective for the Company for fiscal years beginning after December 15, 2024, with early adoption permitted. The Companyis currently evaluating the impact that the updated disclosure will have on its condensed consolidated financial statements.
InNovember 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense DisaggregationDisclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The new guidance improves disclosures about a publicbusiness 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 includesthose expenses. In addition, the standard will require entities to define and disclose total selling expenses. The standard is effectivefor public business entities such as the Company for annual periods beginning after December 15, 2026, and interim periods beginningafter December 15, 2027. Early adoption is permitted, and entities may apply the standard prospectively or retrospectively. The Companyis currently evaluating the impact of adopting this standard on its condensed consolidated financial statements and related disclosures.
Nonew additional accounting pronouncements were issued or adopted for the three and six months ended June 30, 2025 that materially impactedthe Company.
7
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
Note2 — Business Segments, Geographic Data and Sales by Major Customers
TheCompany 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/ConsumerProducts (“TCP”) and (ii) Costumes.
TheToys/Consumer Products segment includes action figures, vehicles, play sets, plush products, dolls, electronic products, constructiontoys, 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.
TheCostumes segment, under its Disguise branding, designs, develops, markets and sells a wide range of every-day and special occasion dress-upcostumes and related accessories in support of Halloween, Carnival, Children’s Day, Book Day/Week, and every-day/any-day costumeplay.
TheCompany’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
Segmentperformance is measured at the operating income (loss) level. All sales are made to external customers and general corporate expenseshave been attributed to the segments based upon relative sales volumes. Segment assets are primarily comprised of accounts receivableand inventories, net of applicable reserves and allowances, goodwill and other assets. Certain assets which are not tracked by operatingsegment and/or that benefit multiple operating segments have been allocated on the same basis.
8
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
Resultsare not necessarily those which would be achieved if each segment was an unaffiliated business enterprise. Information by segment anda reconciliation to reported amounts for the three and six months ended June 30, 2025 and 2024 and as of June 30, 2025 and December 31,2024 are as follows (in thousands):
| Three Months Ended June 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| TCP | Costumes | Total | TCP | Costumes | Total | |||||||||||||||||||
| Net Sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Cost of Sales (A) | ||||||||||||||||||||||||
| Gross Profit | ||||||||||||||||||||||||
| Direct selling expenses | ||||||||||||||||||||||||
| Product development and testing expenses | ||||||||||||||||||||||||
| Divisional general and administrative expenses (A), (B) | ||||||||||||||||||||||||
| Allocated headquarter general & administrative expenses (A), (C) | ||||||||||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||
| Loss on debt extinguishment | ( | ) | ||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||||||||||
| Income (loss) before provision for (benefit from) income taxes | $ | ( | ) | $ | ||||||||||||||||||||
| (A) |
| (B) |
| (C) |
9
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
| Six Months Ended June 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| TCP | Costumes | Total | TCP | Costumes | Total | |||||||||||||||||||
| Net Sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Cost of Sales (A) | ||||||||||||||||||||||||
| Gross Profit | ||||||||||||||||||||||||
| Direct selling expenses | ||||||||||||||||||||||||
| Product development and testing expenses | ||||||||||||||||||||||||
| Divisional general and administrative expenses (A), (B) | ||||||||||||||||||||||||
| Allocated headquarter general & administrative expenses (A), (C) | ||||||||||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||
| Loss on debt extinguishment | ( | ) | ||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||||||||||
| Loss before benefit from income taxes | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| (A) Includes depreciation and amortization | $ | $ | $ | $ | $ | $ |
| (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. |
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Toys/Consumer Products | $ | $ | ||||||
| Costumes | ||||||||
| $ | $ | |||||||
10
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
Netrevenues are categorized based upon location of the customer, while long-lived assets are categorized based upon the location of theCompany’s assets. The following tables present information about the Company by geographic area as of June 30, 2025 and December31, 2024 and for the three and six months ended June 30, 2025 and 2024 (in thousands):
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Long-lived Assets | ||||||||
| United States | $ | $ | ||||||
| China | ||||||||
| Hong Kong | ||||||||
| Italy | ||||||||
| United Kingdom | ||||||||
| Mexico | ||||||||
| Canada | ||||||||
| France | ||||||||
| $ | $ | |||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net Sales by Customer Area | ||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| Europe | ||||||||||||||||
| Canada | ||||||||||||||||
| Latin America | ||||||||||||||||
| Asia | ||||||||||||||||
| Australia & New Zealand | ||||||||||||||||
| Middle East & Africa | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
MajorCustomers
Netsales to major customers globally for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands, except forpercentages):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Percentage | Percentage | Percentage | Percentage | |||||||||||||||||||||||||||||
| Amount | of Net Sales | Amount | of Net Sales | Amount | of Net Sales | Amount | of Net Sales | |||||||||||||||||||||||||
| Target | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
| Walmart | ||||||||||||||||||||||||||||||||
| $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||
Noother customer accounted for more than 10% of the Company’s total net sales.
Theconcentration of the Company’s business with a relatively small number of customers may expose the Company to material adverseeffects if one or more of its large customers were to experience financial difficulty. The Company performs ongoing credit evaluationsof its top customers and maintains an allowance for potential credit losses.
11
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
Note3 — 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 costor net realizable value, net of inventory obsolescence reserve, and consists of the following (in thousands):
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Finished goods | $ | $ | ||||||
Theinventory obsolescence reserve was $
Note4 — Revenue Recognition and Reserve for Sales Returns and Allowances
TheCompany’s contracts with customers only include one performance obligation (i.e., sale of the Company’s products). Revenueis recognized in the gross amount at a point in time when delivery is completed and control of the promised goods is transferred to thecustomers. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those goods. TheCompany’s contracts do not involve financing elements as payment terms with customers are less than one year. Further, becauserevenue is recognized at the point in time goods are sold to customers, there are no contract assets or contract liability balances.
TheCompany disaggregates its revenues from contracts with customers by reporting segment: Toys/Consumer Products and Costumes. The Companyfurther disaggregates revenues by major geographic regions (See Note 2 - Business Segments, Geographic Data and Sales by Major Customers,for further information).
TheCompany offers various discounts, pricing concessions, and other allowances to customers, all of which are considered in determiningthe transaction price. Certain discounts and allowances are fixed and determinable at the time of sale and are recorded at the time ofsale as a reduction to revenue. Other discounts and allowances can vary and are determined at management’s discretion (variableconsideration). Specifically, the Company occasionally grants discretionary credits to facilitate markdowns and sales of slow-movingmerchandise, and consequently accrues an allowance based on historic credits and management estimates. The Company also participatesin cooperative advertising arrangements with some customers, whereby it allows a discount from invoiced product amounts in exchange forcustomer-purchased advertising that features the Company’s products. Generally, these allowances range from
Salescommissions are expensed when incurred as the related revenue is recognized at a point in time and therefore the amortization periodis less than one year. As a result, these costs are recorded as direct selling expenses, as incurred. For the three and six months endedJune 30, 2025 sales commissions were $
Shippingand handling activities are considered part of the Company’s obligation to transfer the products and therefore are recorded asdirect selling expenses, as incurred. For the three and six months ended June 30, 2025, shipping and handling costs were $
TheCompany’s reserve for sales returns and allowances amounted to $
TheCompany’s net accounts receivable as of June 30, 2025 and December 31, 2024 were $
12
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
Note5 — Credit Facilities
JPMorganChase
OnJune 2, 2021, the Company and certain of its subsidiaries, as borrowers, entered into a Credit Agreement (the “JPMorgan ABL CreditAgreement”) with JPMorgan Chase Bank, N.A., as agent and lender, providing a $
On June 24, 2025, in connection with the executionof a new credit facility with BMO Bank N.A., the Company voluntarily terminated the JPMorgan ABL Facility. At the time of termination,there were no borrowings outstanding under the JPMorgan ABL Facility. The termination of the JPMorgan ABL Facility did not result in anyprepayment penalties or early termination fees. Unamortized debt issuance costs associated with the JPMorgan ABL Facility were writtenoff and recorded as a loss on extinguishment of debt in the amount of $
TheJPMorgan ABL Facility was replaced with a new senior secured revolving credit facility with BMO Bank N.A., as described below.
BMOBank
On June 24, 2025, the Company and certain of itssubsidiaries entered into a new Credit Agreement (the “BMO Credit Agreement”) with BMO Bank N.A., as administrative agent,and a syndicate of lenders. The BMO Credit Agreement provides for a senior secured revolving credit facility (the “Revolving Facility”)with
Borrowings under the Revolving Facility bear interest,at the Company’s election, at either (i) the Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus an applicablemargin or (ii) the Base Rate plus an applicable margin. The applicable margin varies based on the Company’s Total Net Leverage Ratioand ranges from
The BMO Credit Agreement contains customary affirmativeand negative covenants, including limitations on indebtedness, liens, investments, asset sales, and dividends. Financial covenants includea minimum Consolidated Interest Coverage Ratio of
The obligations under the BMO Credit Agreementare guaranteed by certain of the Company’s U.S., Canadian and Hong Kong subsidiaries and are secured by substantially all of theassets of the Company and certain of its subsidiaries, including equity interests in certain subsidiaries, subject to certain customaryexclusions.
Asof June 30, 2025, the amount of outstanding borrowings was and the total excess borrowing availability was $
Asof June 30, 2025, off-balance sheet arrangements include letters of credit issued by JPMorgan of $
Amortizationexpense classified as interest expense related to the $
Asof June 30, 2025, the Company was in compliance with the financial covenants under the BMO Credit Agreement.
13
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
Note6 — Income Taxes
The Company’s income tax benefit of $
The Company’s income tax benefit of $
Fromtime 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 consolidatedfinancial statements.
Note7 — Earnings (Loss) Per Share
Thefollowing 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 June 30, | Six Months Ended June 30, | |||||||||||||||
| Earnings (loss) per share - basic and diluted | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net income attributable to non-controlling interests | ||||||||||||||||
| Net income (loss) attributable to JAKKS Pacific, Inc. | ( | ) | ( | ) | ( | ) | ||||||||||
| Redemption of preferred stock | ||||||||||||||||
| Net income (loss) attributable to common stockholders * | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average common shares outstanding - basic | ||||||||||||||||
| Earnings (loss) per share available to common stockholder- basic | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average common shares outstanding - diluted | ||||||||||||||||
| Earnings (loss) per share available to common stockholder- diluted | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| * |
Basicearnings (loss) per share is calculated using the weighted average number of common shares outstanding during the period. Diluted lossper 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
Note8 — Common Stock and Preferred Stock
CommonStock
Allissuances of common stock, including those issued pursuant to restricted stock or unit grants, are issued from the Company’s authorizedbut not issued and outstanding shares.
14
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
During2025, certain employees, including
During2024, certain employees, including
Aquarterly dividend of $
Atthe Market Offering
OnJuly 1, 2022, the Company entered into an At the Market Issuance Sales Agreement (“ATM Agreement”) with B. Riley, as agentpursuant to which the Company may, from time to time, sell shares of its common stock, up to $
Asof June 30, 2025, the Company did not sell any shares of common stock under the ATM Agreement.
TheCompany has on file with the SEC an effective registration statement pursuant to which it may issue, from time to time, up to $
Asof June 30, 2025, the Company has not sold any securities pursuant to its shelf registration statement.
RedeemablePreferred Stock
OnAugust 9, 2019, the Company entered into and consummated multiple, binding definitive agreements (collectively, the “RecapitalizationTransaction”) among various investor parties to recapitalize the Company’s balance sheet. In connection with the RecapitalizationTransaction, the Company issued
OnMarch 11, 2024, the Company redeemed all of the outstanding shares of Series A Senior Preferred Stock for an aggregate price of $
Eachshare of Series A Preferred Stock had an initial value of $
TheSeries A Preferred Stock had the right to receive dividends on a quarterly basis equal to
TheSeries A Preferred Stock had no stated maturity, however, the Company had the right to redeem all or a portion of the Series A PreferredStock at its Liquidation Preference (as defined below) at any time after payment in full of the 2019 Recap Term Loan. In addition, uponthe 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)
15
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
TheCompany had the right, but was not required, to repurchase all or a portion of the Series A Preferred Stock at its Liquidation Preferenceat any time after payment in full of the 2019 Recap Term Loan. The Series A Preferred Stock did not have any voting rights, except tothe 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 requiredthe prior consent of specified percentages of holders (or in certain cases, all holders) of the Series A Preferred Stock in order forthe Company to take certain actions, including the issuance of additional shares of Series A Preferred Stock or parity stock, the issuanceof senior stock, certain amendments to the Amended and Restated Certificate of Incorporation, the Certificate of Designations of theSeries A Preferred Stock (the “Certificate of Designations”), the Second Amended and Restated By-laws or the Amended andRestated Nominating and Corporate Governance Committee Charter, material changes in the Company’s line of business and certainchange of control type transactions. In addition, the Certificate of Designations provided that the approval of at least six directorswas required for any related person transaction within the meaning of Item 404 of Regulation S-K under the Securities Act of 1933, asamended, including, without limitation, the adoption of, or any amendment, modification or waiver of, any agreement or arrangement relatedto any such transaction. The Certificate of Designations also included restrictions on the ability of the Company to pay dividends onor make distributions with respect to, or redeem or repurchase, shares of Common Stock or other junior stock. In addition, holders ofthe Series A Preferred Stock had preemptive rights regarding future issuance of Series A Preferred Stock or parity stock. In 2022, anagreement was reached with the preferred shareholders to eliminate their ability to elect members to the Company’s Board of Directorson a going-forward basis.
Priorto 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 ofRedeemable Securities, the Company classified the Series A Preferred Stock as temporary equity as the Series A Preferred Stock containeda redemption feature which was contingent upon certain deemed liquidation events, the occurrence of which may not solely have been withinthe control of the Company.
UnderASC 815, Derivatives and Hedging, certain contractual terms that meet the accounting definition of a derivative must be accountedfor separately from the financial instrument in which they are embedded. The Company had concluded that the redemption upon a changeof control and the repurchase option by the Company constitute embedded derivatives.
Theembedded redemption upon a change of control must be accounted for separately from the Series A Preferred Stock. The redemption provisionspecified if certain events that constitute a change of control occur, the Company may be required to settle the Series A Preferred Stockat 150% of its accreted amount. Accordingly, the redemption provision met the definition of a derivative, and its economic characteristicswere not considered clearly and closely related to the economic characteristics of the Series A Preferred Stock, and is more akin toa debt instrument than equity.
TheCompany 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 theCompany’s condensed consolidated statements of operations (see Note 13 – Fair Value Measurement). The value of the redemptionprovision explicitly considered the present value of the potential premium that would be paid related to, and the probability of, anevent that would trigger its payment. The probability of a triggering event was based on management’s estimates of the probabilityof a change of control event occurring.
Accordingly,these two embedded derivatives were accounted for separately from the Series A Preferred Stock at fair value.
Asof June 30, 2024, the Company had redeemed all of the outstanding shares of the Series A Preferred Stock.
16
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
Thefollowing table provides a reconciliation of the beginning and ending balances of the Series A Preferred Stock, which was recorded intemporary equity:
| 2024 | ||||
| Balance, January 1, | $ | |||
| Preferred stock accrued dividends | ||||
| Preferred stock redemption | ( | ) | ||
| Balance, June 30, | $ | |||
Note9 — Goodwill
TheCompany applies a fair value-based impairment test to the carrying value of goodwill and indefinite-lived intangible assets on an annualbasis and, on an interim basis, if certain events or circumstances indicate that an impairment loss may have been incurred. Goodwillimpairment exists when the estimated fair value of goodwill is less than its carrying value. For the three months ended June 30, 2025,there were no events or circumstances that indicated that an impairment loss may have been incurred.
Basedon the Company’s April 1 annual assessment, it determined that the fair values of its reporting units were not less than the carryingamounts.
Duringthe three-months ended June 30, 2025, the Company identified certain macroeconomic developments that represented potential indicatorsof impairment of goodwill in the form of rising import costs for the U.S. market. As a result, the Company performed an interim quantitativeimpairment test for its reporting units as of May 31, 2025, consistent with the guidance in ASC 350. The results of this analysis indicatedthat the fair value of each reporting unit continued to exceed its carrying amount. The Company will continue to monitor relevant eventsand conditions on an ongoing basis.
Nogoodwill impairment was determined to have occurred for the six months ended June 30, 2025 and June 30, 2024.
Note10 — Comprehensive Income (Loss)
Thetable below presents the components of the Company’s comprehensive income (loss) for the three and six months ended June 30, 2025and 2024 (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||
| Comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Less: Comprehensive income attributable to non-controlling interests | ||||||||||||||||
| Comprehensive income (loss) attributable to JAKKS Pacific, Inc. | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
Note11 — Litigation and Contingencies
TheCompany is a party to, and certain of its property is the subject of, various pending claims and legal proceedings that routinely arisein the ordinary course of its business. The Company accrues for losses when the loss is deemed probable and the liability can reasonablybe estimated. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, the Company recordsthe minimum estimated liability related to the claim. As additional information becomes available, the Company assesses the potentialliability related to its pending litigation and revises its estimates.
Inthe 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’sliability insurance policy may, however, enable it to recover a portion of any future payments related to its officer, director or employeeindemnifications. For the past five years, costs related to director and officer indemnifications have not been significant. Other thancertain liabilities recorded in the normal course of business related to royalty payments due to the Company’s licensors, no liabilitieshave been recorded for indemnifications and/or other commitments.
17
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
Note12 — Share-Based Payments
TheCompany’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 underthe Plan include grants to executive officers and certain key employees of restricted stock units, with vesting contingent upon the completionof specified service periods ranging from and/or (b) meeting certain financial performance and/or market-based metrics.Shares for the restricted stock units are not issued until they vest.
Thefollowing table summarizes the total share-based compensation expense recognized for the three and six months ended June 30, 2025 and2024 (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Share-based compensation expense | $ | $ | $ | $ | ||||||||||||
RestrictedStock Units
Restrictedstock unit activity (including those with performance-based vesting criteria) for the three months ended June 30, 2025 is summarizedas follows:
| Restricted Stock Units | ||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | |||||||
| Outstanding, December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Outstanding, June 30, 2025 | ||||||||
Asof June 30, 2025, there was $
Asof June 30, 2025, the fair market value of non-vested restricted stock units was $
Note13 — Fair Value Measurements
Fairvalue is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participantsat the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Basedupon 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 andminimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provideinformation according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information usedto 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. |
18
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
Ininstances 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 thatis significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular inputto the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Thefollowing tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June30, 2025 and December 31, 2024 (in thousands):
| Carrying Amount as of June 30, | Fair Value Measurements As of June 30, 2025 | |||||||||||||||
| 2025 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||
| Investments in employee deferred compensation trusts | ||||||||||||||||
| Carrying Amount as of December 31, | Fair Value Measurements As of December 31, 2024 | |||||||||||||||
| 2024 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||
| Investments in employee deferred compensation trusts | ||||||||||||||||
Moneymarket funds are included in cash and cash equivalents on the condensed consolidated balance sheets. Investments in employee deferredcompensation trusts which are comprised of mutual funds are classified as trading securities are included in prepaid and other assetson the condensed consolidated balance sheets. For the six months ended June 30, 2025 and 2024, changes in the fair value of securitiesheld in the rabbi trust and offsetting increases or decreases in the deferred compensation obligation totaled $(
Thefollowing tables provide a reconciliation of the beginning and ending balances of liabilities measured at fair value on a recurring basisusing significant unobservable inputs (Level 3) (in thousands):
| Preferred stock derivative liability | 2024 | |||
| Balance, January 1, | $ | |||
| Change in fair value | ||||
| Extinguishment through redemption of preferred stock | ( | ) | ||
| Balance, June 30, | $ | |||
TheCompany’s Series A Preferred derivative liability was classified within Level 3 of the fair value hierarchy because unobservableinputs were used in estimating the fair value. The fair value of the redemption provision embedded in the Series A Preferred Stock isestimated based on a discounted cash flow model and probability assumptions based on management’s estimates of a change of controlevent occurring. The value of the redemption provision explicitly considered the present value of the potential premium that would bepaid related to, and the probability of, an event that would trigger its payment. In subsequent periods, the derivative liability wasaccounted for at fair value, with changes in fair value recognized as other income (expense) on the Company’s condensed consolidatedstatements of operations and comprehensive income (loss).
19
JAKKSPACIFIC, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June30, 2025
Thepreferred stock derivative liability was extinguished on March 11, 2024.
TheCompany’s cash and cash equivalents including restricted cash, accounts receivable, accounts payable, and accrued expenses representfinancial instruments. The carrying value of these financial instruments is a reasonable approximation of fair value due to the short-termnature of the instruments.
Note14 — Related Party Transactions
InMarch 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 sharesof common stock of the Company, Meisheng shall have the right from time to time to designate a nominee for election to the Company’sboard of directors. Since such time, Mr. Xiaoqiang Zhao was Meisheng’s nominee. Meisheng and its affiliates own less than 10% ofthe Company’s outstanding shares of common stock. Mr. Zhao did not stand for reelection as director at the Company’s 2024annual meeting. Since December 6, 2024, Meisheng is not represented on the Company’s board of directors and thus ceased to be arelated party to the company.
Meisheng continues to be a significant manufacturerof the Company. For the three and six months ended June 30, 2024 the Company made inventory-related payments to Meisheng of approximately$
Note15 — Prepaid Expenses and Other Assets
Prepaidexpenses and other assets as of June 30, 2025 and December 31, 2024 consist of the following (in thousands):
| June 30, 2025 | December 31, 2024 | |||||||
| Income tax receivable | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Royalty advances | ||||||||
| Employee retention credit | ||||||||
| Other assets | ||||||||
| Prepaid expenses and other assets | $ | $ | ||||||
Note16 — Subsequent events
OnJuly 4, 2025, changes to the US Tax code were signed into law. These changes were enacted after the close of Q2 2025 and will be accountedfor in Q3 2025.
On July 22, 2025, the Company’s Board ofDirectors declared a quarterly cash dividend of $
20
Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Thefollowing discussion and analysis of financial condition and results of operations should be read together with our condensed consolidatedfinancial statements and notes thereto, which appear elsewhere herein.
DisclosureRegarding Forward-Looking Statements
ThisReport includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. For example, statements included in this Report regarding our financial position, businessstrategy 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 aremaking forward-looking statements. We believe that the assumptions and expectations reflected in such forward-looking statements arereasonable, based upon information available to us on the date hereof, but we cannot assure you that these assumptions and expectationswill prove to have been correct or that we will take any action that we may presently be planning. We have disclosed certain importantfactors (e.g., see “Risk Factors”) that could cause our actual results to differ materially from our current expectationselsewhere in this Report. You should understand that forward-looking statements made in this Report are necessarily qualified by thesefactors. We are not undertaking to publicly update or revise any forward-looking statement if we obtain new information or upon the occurrenceof future events or otherwise.
CriticalAccounting Estimates
Ourcritical accounting policies and estimates are included in the 2024 Annual Report on Form 10-K and did not materially change during thefirst six months of 2025.
NewAccounting Pronouncements
SeeNote 1 to the condensed consolidated financial statements.
Resultsof Operations
Thefollowing unaudited table sets forth, for the periods indicated, certain statement of income data as a percentage of net sales:
| Three Months Ended June 30, (Unaudited) | Six Months Ended June 30, (Unaudited) | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net sales | 100 | % | 100.0 | % | 100 | % | 100.0 | % | ||||||||
| Cost of sales: | ||||||||||||||||
| Cost of goods | 49.3 | 51.5 | 48.8 | 54.5 | ||||||||||||
| Royalty expense | 16.4 | 15.1 | 16.2 | 15.2 | ||||||||||||
| Amortization of tools and molds | 1.5 | 1.4 | 1.4 | 1.5 | ||||||||||||
| Cost of sales | 67.2 | 68.0 | 66.4 | 71.2 | ||||||||||||
| Gross profit | 32.8 | 32.0 | 33.6 | 28.8 | ||||||||||||
| Direct selling expenses | 5.6 | 4.2 | 6.6 | 6.0 | ||||||||||||
| General and administrative expenses | 29.4 | 22.6 | 29.7 | 28.4 | ||||||||||||
| Depreciation and amortization | 0.1 | 0.1 | 0.1 | 0.1 | ||||||||||||
| Selling, general and administrative expenses | 35.1 | 26.9 | 36.4 | 34.5 | ||||||||||||
| Income (loss) from operations | (2.3 | ) | 5.1 | (2.8 | ) | (5.7 | ) | |||||||||
| Other income (expense), net | — | — | — | 0.1 | ||||||||||||
| Loss on debt extinguishment | (0.4 | ) | — | (0.2 | ) | — | ||||||||||
| Interest income | 0.3 | 0.1 | 0.3 | 0.2 | ||||||||||||
| Interest expense | (0.1 | ) | (0.2 | ) | (0.1 | ) | (0.2 | ) | ||||||||
| Income (loss) before provision for (benefit from) income taxes | (2.5 | ) | 5.0 | (2.8 | ) | (5.6 | ) | |||||||||
| Provision for (benefit from) income taxes | (0.6 | ) | 1.5 | (0.8 | ) | (1.8 | ) | |||||||||
| Net income (loss) | (1.9 | ) | 3.5 | (2.0 | ) | (3.8 | ) | |||||||||
| Net income attributable to non-controlling interests | — | — | — | 0.1 | ||||||||||||
| Net income (loss) attributable to JAKKS Pacific, Inc. | (1.9 | )% | 3.5 | % | (2.0 | )% | (3.9 | )% | ||||||||
21
Thefollowing unaudited table sets forth, for the periods indicated, certain statements of operations data by segment (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net Sales | ||||||||||||||||
| Toys/Consumer Products | $ | 80,379 | $ | 104,570 | $ | 187,817 | $ | 187,480 | ||||||||
| Costumes | 38,715 | 44,049 | 44,530 | 51,215 | ||||||||||||
| 119,094 | 148,619 | 232,347 | 238,695 | |||||||||||||
| Cost of Sales | ||||||||||||||||
| Toys/Consumer Products | 53,293 | 67,519 | 122,532 | 132,574 | ||||||||||||
| Costumes | 26,778 | 33,515 | 31,779 | 37,484 | ||||||||||||
| 80,071 | 101,034 | 154,311 | 170,058 | |||||||||||||
| Gross Profit | ||||||||||||||||
| Toys/Consumer Products | 27,086 | 37,051 | 65,285 | 54,906 | ||||||||||||
| Costumes | 11,937 | 10,534 | 12,751 | 13,731 | ||||||||||||
| $ | 39,023 | $ | 47,585 | $ | 78,036 | $ | 68,637 | |||||||||
Comparisonof the Three Months Ended June 30, 2025 and 2024
NetSales
Toys/Consumer Products. Net sales of ourToys/Consumer Products segment were $80.4 million for the three months ended June 30, 2025 compared to $104.6 million for the prior yearperiod, representing a decrease of $24.2 million, or 23.1%. The decrease was driven by lower sales in North America due to higher importationcosts decreasing demand for FOB sales, down 27.5% versus a year ago, while International net sales were up 41.1% in the quarter. The Dolls,Role-Play/Dress Up segment showed the largest decrease of 27.4% in part due to a customer’s discontinuation of a private label programin 2024, while the Action Play and Collectibles segment decreased 18.2% compared to the same period a year ago.
Costumes. Net sales of our Costumes segmentwere $38.7 million for the three months ended June 30, 2025 compared to $44.0 million for the prior year period, representing a decreaseof $5.3 million, or 12.0%. The decrease was primarily due to reduced orders from select recurring customers in turn due to higher importationcost for FOB sales.
Costof Sales
Toys/Consumer Products. Cost of sales ofour Toys/Consumer Products segment was $53.3 million, or 66.3% of related net sales for the three months ended June 30, 2025 comparedto $67.5 million, or 64.5% of related net sales for the prior year period, representing a decrease of $14.2 million, or 21.0%. The decreaseas a percentage of net sales was due to higher reserves and royalties as a percentage of net sales in the previous year, while in thecurrent year the product-mix was weighted towards higher margin movie-related products.
Costumes.Cost of sales of our Costumes segment was $26.8 million, or 69.3% of related net sales for the three months ended June 30, 2025, comparedto $33.5 million, or 76.1% of related net sales for the prior year period, representing a decrease in dollars of $6.7 million, or 20.0%.The decrease was due to higher reserves on Costume product a year ago as well as better pricing on sales in the quarter.
Selling,General and Administrative Expenses
Selling,general and administrative expenses were $41.8 million for the three months ended June 30, 2025 compared to $39.9 million for the prioryear period constituting 35.1% and 26.9% of net sales, respectively. Selling, general and administrative expenses were up $2.9 millionyear over year, with slightly higher selling expenses, salaries and benefits and professional services.
BenefitFrom Income Taxes
Our income tax benefit, which includes federal,state and foreign income taxes and discrete items, was $0.6 million, or an effective tax rate of 20.7%, for the three months ended June30, 2025. During the comparable period in 2024, our income tax expense was $2.3 million, or an effective tax rate of 30.2%. The decreasein the effective tax rate is primarily due to a change in the forecasted annual effective tax rate driven by the change in the jurisdictionalmix of earnings.
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Comparisonof the Six Months Ended June 30, 2025 and 2024
NetSales
Toys/Consumer Products. Net sales of ourToys/Consumer Products segment were $187.8 million for the six months ended June 30, 2025 compared to $187.5 million for the prior yearperiod, representing an increase of $0.3 million, or 0.2%. The increase was driven by higher sales in Action Play and Collectibles, up4.6% versus a year ago, due to higher sales related to the Sonic 3 Movie product, offset by slightly lower sales of 2.5% from the Dolls,Role-Play/Dress Up segment in part due to a customer’s discontinuation of a private label program in 2024.
Costumes. Net sales of our Costumes segmentwere $44.5 million for the six months ended June 30, 2025 compared to $51.2 million for the prior year period, representing a decreaseof $6.7 million, or 13.1%. The decrease was primarily due to reduced orders from select recurring customers in turn due to higher importationcost for FOB sales.
Costof Sales
Toys/ConsumerProducts. Cost of sales of our Toys/Consumer Products segment was $122.5 million, or 65.2% of related net sales for the six monthsended June 30, 2025 compared to $132.6 million, or 70.7% of related net sales for the prior year period, representing a decrease of $10.1million,or 7.6%. The decrease as a percentage of net sales was due to a product-mix weighted towards high margin movie-related product as wellas lower inventory reserves.
Costumes. Cost of sales of our Costumessegment was $31.8 million, or 71.5% of related net sales for the six months ended June 30, 2025, compared to $37.5 million, or 73.2% ofrelated net sales for the prior year period, representing a decrease in dollars of $5.7 million, or 15.2%. The decrease was due to higherreserves on Costume product a year ago as well as improved factory costing.
Selling,General and Administrative Expenses
Selling,general and administrative expenses were $84.6 million for the six months ended June 30, 2025 compared to $82.3 million for the prioryear period constituting 36.4% and 34.5% of net sales, respectively. Selling, general and administrative expenses were up $2.3 millionyear over year, with slightly higher selling expenses and salaries and benefits.
BenefitFrom Income Taxes
Our income tax benefit, which includes federal,state and foreign income taxes and discrete items, was $1.8 million, or an effective tax rate of 27.3%, for the six months ended June30, 2025. During the comparable period in 2024, our income tax benefit was $4.4 million, or an effective tax rate of 33.2%. The decreasein the effective tax rate is primarily due to a decrease in benefits from discrete items.
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Seasonalityand Backlog
Theretail toy industry is inherently seasonal. Generally, our sales have been highest during the second and third quarters, and collectionsfor those sales have been highest during the succeeding fourth and first quarters. Our working capital needs have been highest duringthe second and third quarters as we make royalty advance payments for some of our licenses and buy and sell inventory subject to customerpayment terms.
Whilewe have taken steps to level sales over the entire year, sales are expected to remain heavily influenced by the seasonality of our toyand costume products. The result of these seasonal patterns is that operating results and the demand for working capital may vary significantlyby quarter. Orders placed with us are generally cancelable until the date of shipment. The combination of seasonal demand and the potentialfor order cancellation makes accurate forecasting of future sales difficult and causes us to believe that backlog may not be an accurateindicator of our future sales. Similarly, financial results for a particular quarter may not be indicative of results for the entireyear.
Liquidityand Capital Resources
Asof June 30, 2025, we had working capital (inclusive of cash, cash equivalents and restricted cash) of $109.1 million, compared to $119.3million as of December 31, 2024, representing a decrease in working capital of $10.2 million during the six-month period ended June 30,2025. The decrease in working capital is mainly attributable to cash used for financing activities.
Operating activities used net cash of $15.9 millionduring the six months ended June 30, 2025, as compared to net cash used of $27.7 million in the prior year period. The decrease in netcash used in operating activities year-over-year is primarily due to a lower net loss and less cash taxes paid. Other than open purchaseorders 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 byour suppliers or manufacturers for a variety of reasons including customer order cancellations or a decline in demand. As part of ourstrategy to develop and market new products, we have entered into various character and product licenses with royalties/obligations generallyranging from 1% to 22% payable on net sales of such products. As of June 30, 2025, these agreements required future aggregate minimumroyalty guarantees of $63.4 million exclusive of $2.9 million in advances already paid. Of this $63.4 million future minimum royalty guarantee,$48.5 million is due over the next twelve months.
Investing activities used net cash of $6.0 millionand $6.2 million for the six months ended June 30, 2025 and 2024, respectively, and consisted primarily of cash paid for the purchaseof molds and tooling used in the manufacture of our products and purchases of investments to fund our obligation to our employees stemmingfrom our non-qualified deferred compensation plan.
Financing activities used net cash of $9.4 millionand $20.1 million for the six months ended June 30, 2025 and 2024, respectively. The cash used in financing activities during the sixmonths ended June 30, 2025, consists of $3.8 million used for the repurchase of our common stock for employee tax withholding and $5.6million used to pay dividends. The cash used in financing activities during the six months ended June 30, 2024, primarily consists of$20.0 million used in the redemption of our outstanding preferred stock and $5.1 million used in the repurchase of common stock for employeetax withholdings, compensated by $5.0 million of cash provided by the draw on our senior secured revolving credit facility (the “JPMorganABL Facility”).
InJune 2025, we terminated our existing $67.5 million JPMorgan ABL revolving credit facility in connection with entering into a new seniorsecured facility with BMO Bank N.A. The prior facility had no outstanding borrowings at the time of termination. We recorded a non-cashcharge of $0.3 million for the write-off of previously deferred financing costs associated with the JPMorgan facility.
OnJune 24, 2025, we entered into a new $70.0 million senior secured revolving credit facility with a maturity date of June 24, 2030. Thisfacility replaces our prior facility and is expected to provide improved pricing and enhanced liquidity flexibility. Interest is payableat either SOFR plus a leverage-based margin or a Base Rate alternative and includes a commitment fee on unused amounts. The facilityincludes financial covenants requiring a minimum interest coverage ratio of 3.00 to 1.00 and a maximum total net leverage ratio of 2.00to 1.00. As of June 30, 2025, we were in compliance with all financial covenants.
Availabilityunder the revolving facility as of June 30, 2025, was $70.0 million. The facility provides the Company with flexibility to fund workingcapital, capital expenditures, acquisitions, and general corporate purposes.
SeeNote 5 – Credit Facilities for additional information pertaining to our Credit Facilities.
Asof June 30, 2025 and December 31, 2024, we held cash and cash equivalents, including restricted cash, of $43.1 million and $70.1 million,respectively. Cash, and cash equivalents, including restricted cash held outside of the United States in various foreign subsidiariestotaled $13.9 million and $16.5 million as of June 30, 2025 and December 31, 2024, respectively. The cash and cash equivalents, includingrestricted cash balances in our foreign subsidiaries have either been fully taxed in the U.S. or tax has been accounted for in connectionwith the Tax Cuts and Jobs Act, or may be eligible for a full foreign dividends received deduction under such Act, and thus would notbe subject to additional U.S. tax should such amounts be repatriated in the form of dividends or deemed distributions. During the firstquarter 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 thepreferred stock redemption that occurred during the quarter, resulting in a 5% withholding tax. This was a significant one-time eventas there are no preferred stock outstanding as of June 30, 2024. Future cash remittances will come from Hong Kong, which does not imposewithholding taxes. As such, foreign withholding taxes on future repatriations are not expected to be significant.
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Ourprimary sources of working capital are cash flows from operations and borrowings under our Revolving Facility (see Note 5 – CreditFacilities).
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 brandsin motivating consumer purchase of related merchandise, (3) the highly competitive conditions existing in the toy industry and in securingcommercially attractive licenses, (4) dependency on a limited set of large customers, and (5) general economic conditions. A downturnin any single factor or a combination of factors could have a material adverse impact upon our ability to generate sufficient cash flowsto operate the business. In addition, our business and liquidity are dependent to a significant degree on our vendors and their financialhealth, as well as the ability to accurately forecast the demand for products. The loss of a key vendor, or material changes in supportby them, or a significant variance in actual demand compared to the forecast, can have a material adverse impact on our cash flows andbusiness. Given the conditions in the toy industry environment in general, vendors, including licensors, may seek further assurancesor take actions to protect against non-payment of amounts due to them. Changes in this area could have a material adverse impact on ourliquidity.
Asof June 30, 2025 off-balance sheet arrangements include letters of credit issued by JPMorgan of $4.4 million temporarily secured withcash as collateral. New letters of credit will be issued with BMO as part of the new lending agreement announced on June 24, 2025.
Item3. Quantitative and Qualitative Disclosures about Market Risk
InterestRate Risk
Our exposure to market risk includes interest ratefluctuations in connection with our Revolving Facility (see Note 5 – Credit Facilities). As detailed in the BMO Credit Agreement,borrowings under the Revolving Facility bear interest, at the Company’s election, at either (i) the Adjusted Term SOFR plus an applicablemargin or (ii) the Base Rate plus an applicable margin. The applicable margin varies based on the Company’s Total Net Leverage Ratioand ranges from 1.50% to 2.00% for SOFR loans and from 0.50% to 1.00% for Base Rate loans. Borrowings under the Revolving Facility aretherefore subject to risk based upon prevailing market interest rates. Interest rate risk may result from many factors, including governmentalmonetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control.
ForeignCurrency Risk
Wehave wholly-owned subsidiaries in Hong Kong, China, the United Kingdom, Germany, France, the Netherlands, Italy, Canada and Mexico. Salesare generally made by these operations on FOB China or Hong Kong terms and are denominated in U.S. dollars. However, purchases of inventoryand 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 exchangerates. Changes in the U.S. dollar exchange rates may positively or negatively affect our results of operations. We do not believe thatnear-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.
Item4. Controls and Procedures
OurChief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures asof the end of the period covered by this Report, have concluded that as of that date, our disclosure controls and procedures were effective.There has been no change in our internal control over financial reporting identified in connection with the evaluation required by ExchangeAct Rule 13a-15(d) that occurred during the period covered by this Report that has materially affected, or is reasonably likely to materiallyaffect, our internal control over financial reporting.
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PARTII – OTHER INFORMATION
Item1. Legal Proceedings
Weare a party to, and certain of our property is the subject of, various pending claims and legal proceedings that routinely arise in theordinary course of our business. We accrue 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, we record the minimum estimatedliability related to the claim. As additional information becomes available, we assess the potential liability related to the pendinglitigation and revise our estimates.
Inthe normal course of business, we may provide certain indemnifications and/or other commitments of varying scope to a) our licensors,customers and certain other parties, including against third-party claims of intellectual property infringement, and b) our officers,directors and employees, including against third-party claims regarding the periods in which they serve in such capacities with us. Theduration and amount of such obligations is, in certain cases, indefinite. Our director’s and officer’s liability insurancepolicy may, however, enable us to recover a portion of any future payments related to our officer, director or employee indemnifications.For the past five years, costs related to director and officer indemnifications have not been significant. Other than certain liabilitiesrecorded in the normal course of business related to royalty payments due to our licensors, no liabilities have been recorded for indemnificationsand/or other commitments.
Item1A. Risk Factors
Riskfactors with respect to us and our business are contained in “Part I, Item 1A. Risk Factors” in our Annual Report on Form10-K for the year ended December 31, 2024. There have been no material changes from the risk factors previously disclosed in such filing.The disclosures made in this Quarterly Report should be reviewed together with the risk factors contained therein.
Item6. Exhibits
| (1) | Filed previously as an exhibitto the Company’s Current Report on Form 8-K filed June 25, 2025, and incorporated herein by reference. |
| (2) | Filed herewith. |
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SIGNATURES
Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.
| JAKKS PACIFIC, INC. | ||
| Date: August 1, 2025 | By: | /s/ John Kimble |
| John Kimble | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
| (Duly Authorized Officer and | ||
| Principal Financial Officer) | ||
27
Exhibit31.1
CERTIFICATIONS
I,Stephen G. Berman, Chief Executive Officer, certify that:
Ihave reviewed this quarterly report on Form 10-Q of JAKKS Pacific, Inc. (“Company”);
Basedon my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period coveredby this quarterly report;
Basedon my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterlyreport;
TheCompany’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the Company and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this quarterly report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report basedon such evaluation; and
d)disclosed in this quarterly report any change in the Company’s internal control over financial reporting that occurred during theCompany’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
TheCompany’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the Company’s auditors and the Audit Committee of the Company’s board of directors (or persons performing theequivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internalcontrol over financial reporting.
| By: | /s/ Stephen G. Berman | |
| Stephen G. Berman | ||
| Chief Executive Officer |
Date:August 1, 2025
Exhibit31.2
CERTIFICATIONS
I,John Kimble, Chief Financial Officer, certify that:
Ihave reviewed this quarterly report on Form 10-Q of JAKKS Pacific, Inc. (“Company”);
Basedon my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period coveredby this quarterly report;
Basedon my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterlyreport;
TheCompany’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the Company and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this quarterly report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report basedon such evaluation; and
d)disclosed in this quarterly report any change in the Company’s internal control over financial reporting that occurred during theCompany’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
TheCompany’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the Company’s auditors and the Audit Committee of the Company’s board of directors (or persons performing theequivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internalcontrol over financial reporting.
| By: | /s/ John Kimble | |
| John Kimble | ||
| Chief Financial Officer |
Date:August 1, 2025
Exhibit32.1
WrittenStatement of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
Pursuantto 18 U.S.C. Section 1350, the undersigned officer of JAKKS Pacific, Inc. (“Registrant”) hereby certifies that the Registrant’sQuarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Report”) fully complies with the requirements ofSection 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairlypresents, in all material respects, the financial condition and results of operations of the Registrant.
| /s/ Stephen G. Berman | |
| Stephen G. Berman | |
| Chief Executive Officer |
Date:August 1, 2025
Exhibit32.2
WrittenStatement of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
Pursuantto 18 U.S.C. Section 1350, the undersigned officer of JAKKS Pacific, Inc. (“Registrant”) hereby certifies that the Registrant’sQuarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Report”) fully complies with the requirements ofSection 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairlypresents, in all material respects, the financial condition and results of operations of the Registrant.
| /s/ John Kimble | |
| John Kimble | |
| Chief Financial Officer |
Date:August 1, 2025