UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 


 

FORM 10-Q 

 


 

(Mark one)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                               to                              

   
 

Commission file number: 0-28104

 

JAKKS Pacific, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

95-4527222

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

   

2951 28th Street

Santa Monica, California

(Address of Principal Executive Offices)

90405

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (424) 268-9444

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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

 

Large accelerated filer ☐

Accelerated filer

Non-accelerated filer ☐

Smaller reporting company

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock $.001 Par Value

JAKK

The NASDAQ Global Select Market

 

The number of shares outstanding of the issuer’s common stock is 10,984,060 as of August 6, 2024. 

 

 

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

TABLE OF CONTENTS TO QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED JUNE 30, 2024

ITEMS IN FORM 10-Q

 

Part I

FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited)

 
 

Condensed Consolidated Balance Sheets

3

 

Condensed Consolidated Statements of Operations and Comprehensive Income

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

22

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

27

Item 4.

Controls and Procedures

27

     

Part II

OTHER INFORMATION

 

Item 1.

Legal Proceedings

28

Item 1A.

Risk Factors

28

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

28

Item 6.

Exhibits

28

     

Signatures

 

Exhibit 31.1

 

Exhibit 31.2

 

Exhibit 32.1

 

Exhibit 32.2

 

 

 

 

 

 

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

JAKKS PACIFIC, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

 

Assets

 

June 30,

   

December 31,

 
   

2024

   

2023

 
   

(Unaudited)

         

Current assets

               

Cash and cash equivalents

  $ 17,700     $ 72,350  

Restricted cash

    202       204  

Accounts receivable, net of allowance for credit losses of $5,236 and $3,743 at June 30, 2024 and December 31, 2023, respectively

    140,006       123,797  

Inventory

    51,327       52,647  

Prepaid expenses and other assets

    26,457       6,374  

Total current assets

    235,692       255,372  

Property and equipment

               

Office furniture and equipment

    9,512       8,852  

Molds and tooling

    125,030       120,396  

Leasehold improvements

    6,784       6,708  

Total

    141,326       135,956  

Less accumulated depreciation and amortization

    124,580       121,357  

Property and equipment, net

    16,746       14,599  

Operating lease right-of-use assets, net

    20,667       23,592  

Other long-term assets

    1,976       2,162  

Deferred income tax assets, net

    68,141       68,143  

Goodwill

    35,029       35,083  

Total assets

  $ 378,251     $ 398,951  

Liabilities, Preferred Stock and Stockholders' Equity

               

Current liabilities

               

Accounts payable

  $ 55,368     $ 42,177  

Accounts payable - Meisheng (related party)

    19,130       12,259  

Accrued expenses

    45,026       45,102  

Reserve for sales returns and allowances

    29,456       38,531  

Income taxes payable

          3,785  

Short-term operating lease liabilities

    7,777       7,380  

Short-term debt, net

    5,000        

Total current liabilities

    161,757       149,234  

Long-term operating lease liabilities

    14,859       16,666  

Accrued expenses – long-term

    2,299       3,746  

Preferred stock derivative liability

          29,947  

Income taxes payable

    3,441       3,245  

Total liabilities

    182,356       202,838  
                 

Preferred stock accrued dividends, $0.001 par value; 5,000,000 shares authorized; nil and 200,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

          5,992  
                 

Stockholders' Equity

               

Common stock, $0.001 par value; 100,000,000 shares authorized; 10,800,892 and 10,096,197 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

    11       10  

Additional paid-in capital

    294,543       278,642  

Accumulated deficit

    (82,851 )     (73,612 )

Accumulated other comprehensive loss

    (16,308 )     (15,627 )

Total JAKKS Pacific, Inc. stockholders' equity

    195,395       189,413  

Non-controlling interests

    500       708  

Total stockholders' equity

    195,895       190,121  

Total liabilities, preferred stock and stockholders' equity

  $ 378,251     $ 398,951  

 

See accompanying notes to condensed consolidated financial statements.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data)

 

   

Three Months Ended June 30,

(Unaudited)

   

Six Months Ended June 30,

(Unaudited)

 
   

2024

   

2023

   

2024

   

2023

 

Net sales

  $ 148,619     $ 166,933     $ 238,695     $ 274,417  

Cost of sales:

                               

Cost of goods

    76,599       86,156       130,420       144,460  

Royalty expense

    22,394       27,279       36,170       43,933  

Amortization of tools and molds

    2,041       2,300       3,468       3,389  

Cost of sales

    101,034       115,735       170,058       191,782  

Gross profit

    47,585       51,198       68,637       82,635  

Direct selling expenses

    6,255       3,980       14,352       11,721  

General and administrative expenses

    33,594       30,677       67,786       58,671  

Depreciation and amortization

    93       93       180       195  

Selling, general and administrative expenses

    39,942       34,750       82,318       70,587  

Income (loss) from operations

    7,643       16,448       (13,681 )     12,048  

Loss from joint ventures

          (565 )           (565 )

Other income (expense), net

    72       38       210       476  

Change in fair value of preferred stock derivative liability

          (6,022 )           (5,875 )

Loss on debt extinguishment

          (1,023 )           (1,023 )

Interest income

    88       86       464       203  

Interest expense

    (256 )     (1,302 )     (399 )     (4,305 )

Income (loss) before provision for (benefit from) income taxes

    7,547       7,660       (13,406 )     959  

Provision for (benefit from) income taxes

    2,281       1,478       (4,447 )     95  

Net income (loss)

    5,266       6,182       (8,959 )     864  

Net income (loss) attributable to non-controlling interests

          (273 )     280       (278 )

Net income (loss) attributable to Jakks Pacific, Inc.

  $ 5,266     $ 6,455     $ (9,239 )   $ 1,142  

Net income (loss) attributable to common stockholders

  $ 5,266     $ 6,082     $ (7,909 )   $ 402  

Earnings (loss) per share - basic

  $ 0.49     $ 0.62     $ (0.75 )   $ 0.04  

Shares used in earnings (loss) per share - basic

    10,801       9,871       10,577       9,871  

Earnings (loss) per share - diluted

  $ 0.47     $ 0.58     $ (0.75 )   $ 0.04  

Shares used in earnings (loss) per share - diluted

    11,245       10,532       10,577       10,428  

Comprehensive income (loss)

  $ 5,150     $ 7,311     $ (9,640 )   $ 2,325  

Comprehensive income (loss) attributable to JAKKS Pacific, Inc.

  $ 5,150     $ 7,584     $ (9,920 )   $ 2,603  

 

See accompanying notes to condensed consolidated financial statements.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

 

Three and Six Months Ended June 30, 2024

 

(Unaudited)

 
                                   

JAKKS

                 
                           

Accumulated

   

Pacific, Inc.

                 
           

Additional

           

Other

   

Stockholders'

   

Non-

   

Total

 
   

Common

   

Paid-in

   

Accumulated

   

Comprehensive

   

Equity

   

Controlling

   

Stockholders'

 
   

Stock

   

Capital

   

Deficit

   

Loss

   

(Deficit)

   

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  

Share-based compensation expense

          2,519                   2,519             2,519  

Net income

                5,266             5,266             5,266  

Foreign currency translation adjustment

                      (116 )     (116 )           (116 )

Balance, June 30, 2024

  $ 11     $ 294,543     $ (82,851 )   $ (16,308 )   $ 195,395     $ 500     $ 195,895  

 

Three and Six Months Ended June 30, 2023

 

(Unaudited)

 
                                  JAKKS                  
                           

Accumulated

   

Pacific, Inc.

                 
           

Additional

           

Other

   

Stockholders'

   

Non-

   

Total

 
   

Common

   

Paid-in

   

Accumulated

   

Comprehensive

   

Equity

   

Controlling

   

Stockholders'

 
   

Stock

   

Capital

   

Deficit

   

Loss

   

(Deficit)

   

Interests

   

Equity

 

Balance, December 31, 2022

  $ 10     $ 275,187     $ (112,018 )   $ (17,482 )   $ 145,697     $ 1,001     $ 146,698  

Share-based compensation expense

          2,089                   2,089             2,089  

Repurchase of common stock for employee tax withholding

          (1,214 )                 (1,214 )           (1,214 )

Preferred stock accrued dividends

          (367 )                 (367 )           (367 )

Net loss

                (5,313 )           (5,313 )     (5 )     (5,318 )

Foreign currency translation adjustment

                      332       332             332  

Balance, March 31, 2023

    10       275,695       (117,331 )     (17,150 )     141,224       996       142,220  

Share-based compensation expense

          1,856                   1,856             1,856  

Preferred stock accrued dividends

          (373 )                 (373 )           (373 )

Net income (loss)

                6,455             6,455       (273 )     6,182  

Foreign currency translation adjustment

                      1,129       1,129             1,129  

Balance, June 30, 2023

  $ 10     $ 277,178     $ (110,876 )   $ (16,021 )   $ 150,291     $ 723     $ 151,014  

 

See accompanying notes to condensed consolidated financial statements.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

   

Six Months Ended June 30,

 
   

(Unaudited)

 
   

2024

   

2023

 

Cash flows from operating activities

               

Net income (loss)

  $ (8,959 )   $ 864  

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

               

Provision for credit losses

    1,509       187  

Depreciation and amortization

    3,648       3,584  

Write-off and amortization of debt discount

          714  

Write-off and amortization of debt issuance costs

    158       488  

Share-based compensation expense

    5,094       3,945  

Loss on disposal of property and equipment

    118       4  

Loss on debt extinguishment

          1,023  

Change in fair value of preferred stock derivative liability

          5,875  

Changes in operating assets and liabilities:

               

Accounts receivable

    (17,718 )     (29,895 )

Inventory

    1,320       15,560  

Prepaid expenses and other assets

    (18,449 )     (4,916 )

Accounts payable

    12,520       23,586  

Accounts payable - Meisheng (related party)

    6,254       8,176  

Accrued expenses

    (565 )     8,450  

Reserve for sales returns and allowances

    (9,075 )     (14,026 )

Income taxes payable

    (3,589 )     (2,315 )

Other liabilities

    68       (499 )

Total adjustments

    (18,707 )     19,941  

Net cash provided by (used in) operating activities

    (27,666 )     20,805  

Cash flows from investing activities

               

Purchases of property and equipment

    (4,627 )     (4,918 )

Investments in employee deferred compensation trusts

    (1,549 )        

Proceeds from sale of property and equipment

    2       25  

Net cash used in investing activities

    (6,174 )     (4,893 )

Cash flows from financing activities

               

Repurchase of common stock for employee tax withholding

    (5,131 )     (1,214 )

Repayment of credit facility borrowings

          (10,000 )

Proceeds from credit facility borrowings

    5,000       10,000  

Redemption of preferred stock

    (20,000 )      

Repayment of 2021 BSP Term Loan

          (69,218 )

Net cash used in financing activities

    (20,131 )     (70,432 )

Net decrease in cash, cash equivalents and restricted cash

    (53,971 )     (54,520 )

Effect of foreign currency translation

    (681 )     1,461  

Cash, cash equivalents and restricted cash, beginning of period

    72,554       85,490  

Cash, cash equivalents and restricted cash, end of period

  $ 17,902     $ 32,431  

Supplemental disclosures of non-cash activities:

               

Right-of-use assets exchanged for lease liabilities

  $ 3,690     $ 121  

Supplemental disclosures of cash flow information:

               

Cash paid for interest

  $ 104     $ 2,854  

Cash paid for income taxes, net

  $ 13,093     $ 2,444  

 

As of June 30, 2024 and 2023, there was $4.3 million and $4.7 million, respectively, of property and equipment purchases included in accounts payable.

 

See Notes 5, 6 and 9 for additional supplemental information to the condensed consolidated statements of cash flows.

 

See accompanying notes to condensed consolidated financial statements.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

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, 2023.

 

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”). The condensed consolidated financial statements also include the accounts of JAKKS Pacific Trading Limited, a joint venture with Meisheng Cultural & Creative Corp., Ltd., and JAKKS Meisheng Animation (HK) Limited, a joint venture with Hong Kong Meisheng Cultural Company Limited.

 

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” The ASUs provide temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions, for a limited period of time, to ease the potential burden of recognizing the effects of reference rate reform on financial reporting. The amendments in ASU 2020-04 apply to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to the global transition away from LIBOR and certain other interbank offered rates. In December 2022, the FASB issued ASU 2022-06 which extended the effective date of the new standard to fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. In Q1 2023, the Company entered into amendments to its 2021 BSP Term Loan Agreement and its JPMorgan ABL Credit Agreement, which transitioned the interest reference rate on its term loan and revolving line of credit from LIBOR to the Secured Overnight Financing Rate (“SOFR”) (See Note 5 – Debt and Note 6 – Credit Facilities). The adoption of this new accounting standard did not have a material impact on the Company’s condensed consolidated financial statements.

 

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The new guidance eliminates two of the three models in ASC 470-20, which required entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. As a result, only conversion features accounted for under the substantial premium model in ASC 470-20 and those that require bifurcation in accordance with ASC 815-15 will be accounted for separately. In addition, the amendments in ASU 2020-06 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, and interim periods beginning after December 15, 2024. The Company will adopt ASU 2023-07 in its fourth quarter of 2024. The Company is currently evaluating the impact that the updated disclosure will have on its condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU provides standardization of tax disclosures, primarily related to the rate reconciliation and income taxes paid information. The new standard is effective for the Company for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the updated disclosure will have on its condensed consolidated financial statements.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

No new additional accounting pronouncements were issued or adopted for the three and six months ended June 30, 2024 that materially impacted the Company.

 

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 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.

 

Segment performance is measured at the operating income (loss) level. All sales are made to external customers and general corporate expenses have been attributed to the segments based upon relative sales volumes. Segment assets are primarily comprised of accounts receivable and inventories, net of applicable reserves and allowances, goodwill and other assets. Certain assets which are not tracked by operating segment and/or that benefit multiple operating segments have been allocated on the same basis.

 

Results are not necessarily those which would be achieved if each segment was an unaffiliated business enterprise. Information by segment and a reconciliation to reported amounts for the three and six months ended June 30, 2024 and 2023 and as of June 30, 2024 and December 31, 2023 are as follows (in thousands):

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net Sales

                               

Toys/Consumer Products

  $ 104,570     $ 117,934     $ 187,480     $ 215,827  

Costumes

    44,049       48,999       51,215       58,590  
    $ 148,619     $ 166,933     $ 238,695     $ 274,417  

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Income (Loss) from Operations

                               

Toys/Consumer Products

  $ 9,710     $ 15,687     $ (7,500 )   $ 14,526  

Costumes

    (2,067 )     761       (6,181 )     (2,478 )
    $ 7,643     $ 16,448     $ (13,681 )   $ 12,048  

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Depreciation and Amortization Expense

                               

Toys/Consumer Products

  $ 2,096     $ 2,330     $ 3,595     $ 3,490  

Costumes

    38       63       53       94  
    $ 2,134     $ 2,393     $ 3,648     $ 3,584  

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

Assets

               

Toys/Consumer Products

  $ 311,399     $ 383,812  

Costumes

    66,852       15,139  
    $ 378,251     $ 398,951  

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

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 June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

Long-lived Assets

               

United States

  $ 19,240     $ 21,206  

China

    15,316       13,794  

United Kingdom

    1,007       892  

Hong Kong

    980       1,410  

Italy

    817       811  

Mexico

    43       55  

Canada

    10       23  
    $ 37,413     $ 38,191  

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net Sales by Customer Area

                               

United States

  $ 125,837     $ 136,187     $ 196,267     $ 216,630  

Europe

    10,264       16,638       15,999       26,800  

Latin America

    3,239       3,067       11,235       12,271  

Canada

    6,288       6,799       9,658       10,853  

Australia & New Zealand

    1,607       1,756       2,953       3,364  

Asia

    1,268       1,831       2,233       3,211  

Middle East & Africa

    116       655       350       1,288  
    $ 148,619     $ 166,933     $ 238,695     $ 274,417  

 

Major Customers

 

Net sales to major customers for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands, except for percentages):

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2024

   

2023

   

2024

   

2023

 
           

Percentage

           

Percentage

           

Percentage

           

Percentage

 
   

Amount

   

of Net Sales

   

Amount

   

of Net Sales

   

Amount

   

of Net Sales

   

Amount

   

of Net Sales

 

Target

  $ 41,412       27.8 %   $ 49,646       29.8 %   $ 68,079       28.5 %   $ 79,081       28.8 %

Walmart

    34,745       23.4       35,085       21.0       56,039       23.5       58,359       21.3  
    $ 76,157       51.2 %   $ 84,731       50.8 %   $ 124,118       52.0 %   $ 137,440       50.1 %

 

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.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

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):

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

Raw materials

  $     $ 122  

Finished goods

    51,327       52,525  
    $ 51,327     $ 52,647  

 

The inventory obsolescence reserve was $8.3 million and $7.7 million as of June 30, 2024 and December 31, 2023, 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 and 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 20% of gross sales, and are generally based upon product purchases or specific advertising campaigns. Such allowances are accrued when the related revenue is recognized. To the extent these cooperative advertising arrangements provide a distinct benefit at fair value, they are accounted for as direct selling expenses, otherwise they are recorded as a reduction to revenue. Further, while the Company generally does not allow product returns, the Company does make occasional exceptions to this policy and consequently records a sales return allowance based upon historic return amounts and management estimates. These allowances (variable consideration) are estimated using the expected value method and are recorded at the time of sale as a reduction to revenue. The Company adjusts its estimate of variable consideration at least quarterly or when facts and circumstances used in the estimation process may change. The variable consideration is not constrained as the Company has sufficient history on the related estimates and does not believe there is a risk of significant revenue reversal.

 

Sales commissions are expensed when incurred as the related revenue is recognized at a point in time and therefore the amortization period is less than one year. As a result, these costs are recorded as direct selling expenses, as incurred. For the three and six months ended June 30, 2024 sales commissions were $0.3 million and $0.6 million, respectively. For the three and six months ended June 30, 2023 sales commissions were $0.6 million and $1.2 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 and six months ended June 30, 2024, shipping and handling costs were $1.4 million and $3.0 million, respectively. For the three and six months ended June 30, 2023, shipping and handling costs were $1.7 million and $3.6 million, respectively.

 

The Company’s reserve for sales returns and allowances amounted to $29.5 million as of June 30, 2024, compared to $38.5 million as of December 31, 2023.

 

The Company’s net accounts receivable as of June 30, 2024 and December 31, 2023 were $140.0 million and $123.8 million, respectively.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

Note 5 Debt

 

Term Loan

 

The Company and certain of its subsidiaries, as borrowers, had entered into a First Lien Term Loan Facility Credit Agreement on June 2, 2021, (the “2021 BSP Term Loan Agreement”) with Benefit Street Partners L.L.C., as Sole Lead Arranger, and BSP Agency, LLC, as agent, for a $99.0 million first-lien secured term loan (the “Initial Term Loan”) and a $19.0 million delayed draw term loan (the “Delayed Draw Term Loan” and collectively, the “2021 BSP Term Loan”). Net proceeds from the issuance of the 2021 BSP Term Loan, after deduction of $2.2 million in closing fees and $0.5 million of other administrative fees paid directly to the lenders, totaled $96.3 million. These fees are amortized over the life of the 2021 BSP Term Loan on a straight-line basis which approximates the effective interest method. Proceeds from the Initial Term Loan, together with available cash from the Company, were used to repay the Company’s former term loan (the “2019 Recap Term Loan” formerly known as the “New Term Loan” in prior filings) under the agreement dated as of August 9, 2019 with Cortland Capital Market Services LLC, as agent for certain investor parties. The Delayed Draw Term Loan provision was designed to provide necessary capital to redeem any of the Company’s outstanding 3.25% convertible senior notes due 2023, upon their maturity, which, upon repayment of the 2019 Recap Term Loan, accelerated to no later than 91 days from the repayment of the 2019 Recap Term Loan, or September 1, 2021. On July 29, 2021, the Company terminated its Delayed Draw Term Loan option as it determined it had sufficient liquidity to fund any outstanding convertible senior notes that remained upon maturity.

 

On June 5, 2023, the Company paid in full the 2021 BSP Term Loan and terminated the 2021 BSP Term Loan Agreement by making a $30.2 million prepayment towards the outstanding principal amount. Additionally, the Company made a $0.4 million payment towards the outstanding accrued interest, and a $0.3 million payment for the prepayment penalty and other related fees. In connection with this transaction, the Company recognized a loss on debt extinguishment of $1.0 million on its condensed consolidated statements of operations.

 

On January 3, 2023, as permitted by the terms within the 2021 BSP Term Loan Agreement, the Company had made a voluntary $15.0 million prepayment towards the outstanding principal amount of the 2021 BSP Term Loan and incurred a $0.2 million prepayment penalty and on March 3, 2023, as required by the terms within the 2021 BSP Term Loan Agreement under the Excess Cash Flow (“ECF”) Sweep provision, the Company had made a mandatory $23.1 million payment towards the outstanding principal amount of the 2021 BSP Term Loan.

 

Amounts outstanding under the 2021 BSP Term Loan bore interest at either (i) LIBOR plus 6.50% - 7.00% (determined by reference to a net leverage pricing grid), subject to a 1.00% LIBOR floor, or (ii) base rate plus 5.50% - 6.00% (determined by reference to a net leverage pricing grid), subject to a 2.00% base rate floor. The 2021 BSP Term Loan was termed to mature in June 2027.

 

In January 2023, the Company entered into a second amendment for its 2021 BSP Term Loan Agreement, which transitioned the interest reference rate on its 2021 BSP Term Loan from LIBOR to the Secured Overnight Financing Rate (“SOFR”). The new interest reference rate for the 2021 BSP Term Loan was effective on April 1, 2023. In addition to the transition to SOFR, the amendment also included a constant 0.10% spread adjustment until the maturity of the 2021 BSP Term Loan.

 

The 2021 BSP Term Loan Agreement contained negative covenants that, subject to certain exceptions, limited the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge its assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. Commencing with the fiscal quarter ending June 30, 2021, the Company was required to maintain a Net Leverage Ratio of 4:00x, with step-downs occurring each fiscal year starting with the quarter ending March 31, 2022 through the quarter ending September 30, 2024 in which the Company was required to maintain a Net Leverage Ratio of 3:00x. On April 26, 2022, the Company entered into a First Amendment to the 2021 BSP Term Loan Agreement, to provide, among other things, that the Company must maintain Qualified Cash of at least: (a) at all times after the Closing Date and prior to the First Amendment Effective Date, April 26, 2022, $20.0 million; (b) at all times during the period commencing on the First Amendment Effective Date through and including June 30, 2022, $15.0 million; and (c) at all times on and after July 1, 2022, through September 30, 2022, $17.5 million; provided, however, that if the Total Net Leverage Ratio exceeded 1.75:1.00 as of the last day of the most recently ended month for which financial statements were required to have been delivered, then the amount set forth in this clause was to be increased to $20.0 million. Notwithstanding the foregoing, the Applicable Minimum Cash Amount was to be reduced by $1.0 million for every $5.0 million principal prepayment or repayment of the Term Loans following the First Amendment Effective Date; provided however, that, the Applicable Minimum Cash Amount was in no event to be reduced below $15.0 million.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

The 2021 BSP Term Loan Agreement contained events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, certain judgment defaults and a change of control as specified in the 2021 BSP Term Loan Agreement. If an event of default occurred, the maturity of the amounts owed under the 2021 BSP Term Loan Agreement might have been accelerated.

 

The obligations under the 2021 BSP Term Loan Agreement were guaranteed by the Company, the subsidiary borrowers thereunder and certain of the other existing and future direct and indirect subsidiaries of the Company and were secured by substantially all of the assets of the Company, the subsidiary borrowers thereunder and such other subsidiary guarantors, in each case, subject to certain exceptions and permitted liens and subject to the priority lien granted under the JPMorgan ABL Credit Agreement (see Note 6 – Credit Facility).

 

The agent and Sole Lead Arranger under the 2021 BSP Term Loan were affiliates of an affiliate of the Company, which affiliate, at the time of refinancing, owned common stock, and the 3.25% convertible senior notes due 2023 of the Company as well as the Company’s outstanding Series A Preferred Stock (see Note 16 – Related Party Transactions).

 

The fair value of the Company’s 2021 BSP Term Loan was considered Level 3 fair value (see Note 15 – Fair Value Measurements for further discussion of the fair value hierarchy) and was measured using the discounted future cash flow method. In addition to the debt terms, the valuation methodology included an assumption of a discount rate that approximated the current yield on a debt security with comparable risk. This assumption was considered an unobservable input in that it reflected the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. The Company believed that this was the best information available for use in the fair value measurement.

 

Note 6 Credit Facilities

 

JPMorgan Chase

 

On June 2, 2021, the Company and certain of its subsidiaries, as borrowers, entered into a Credit Agreement (the “JPMorgan ABL Credit Agreement”), with JPMorgan Chase Bank, N.A., as agent and lender for a $67,500,000 senior secured revolving credit facility (the “JPMorgan ABL Facility”). The JPMorgan ABL Credit Agreement replaced the Company’s existing asset-based revolving credit agreement, dated as of March 27, 2014 (the “Wells Fargo ABL Facility,” formerly known as the “Amended ABL Facility” in prior filings), with General Electric Capital Corporation, since assigned to Wells Fargo Bank, National Association. The Company pays a commitment fee (0.25% - 0.375%) based on the unused portion of the revolving credit facility. Any amounts borrowed under the JPMorgan ABL Facility bore interest at either (i) LIBOR plus 1.50% - 2.00% (determined by reference to an excess availability pricing grid) or (ii) Alternate Base Rate plus 0.50% - 1.00% (determined by reference to an excess availability pricing grid and base rate subject to a 1.00% floor). The JPMorgan ABL Facility matures in June 2026. As of June 30, 2024 the weighted average interest rate on the credit facility with JPMorgan Chase Bank was 6.92%.

 

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.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

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 June 30, 2024, the amount of outstanding borrowings was $5.0 million and the total excess borrowing availability was $52.5 million. As of August 6, 2024, the amount of outstanding borrowings was $34.0 million.

 

As of June 30, 2024, off-balance sheet arrangements include letters of credit issued by JPMorgan of $9.4 million.

 

Amortization expense classified as interest expense related to the $1.6 million of debt issuance costs associated with the transaction that closed on June 2, 2021 (i.e., JPMorgan ABL Credit Agreement) was $0.1 million for the three months ended June 30, 2024 and June 30, 2023.

 

As of June 30, 2024, the Company was in compliance with the financial covenants under the JPMorgan ABL Credit Agreement.

 

Note 7 Income Taxes

 

The Company’s income tax expense of $2.3 million for the three months ended June 30, 2024, reflects an effective tax rate of 30.2%. The Company’s income tax expense of $1.5 million for the three months ended June 30, 2023, reflects an effective tax rate of 19.3%. The increase in tax expense during the three months ended June 30, 2024 compared to the corresponding period in 2023 was primarily due to an increase in the forecasted annual effective tax rate which increased primarily due to non-deductible compensation and foreign inclusions.

 

The Company’s income tax benefit of $4.4 million for the six months ended June 30, 2024 reflects an effective tax (benefit) rate of 33.2%. The Company’s income tax expense of $0.1 million for the six months ended June 30, 2023 reflects an effective tax rate of 9.9%. The increase in tax benefit during the six months ended June 30, 2024 compared to the corresponding period in 2023 was primarily due to a decrease in income before taxes and an increase in benefits from discrete items.

 

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 financial statements.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

Note 8 Earnings (Loss) Per Share

 

The following table is a reconciliation of the weighted average shares used in the computation of earnings (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

 

2024

   

2023

   

2024

   

2023

 

Net income (loss)

  $ 5,266     $ 6,182     $ (8,959 )   $ 864  

Net income (loss) attributable to non-controlling interests

          (273 )     280       (278 )

Net income (loss) attributable to JAKKS Pacific, Inc.

    5,266       6,455       (9,239 )     1,142  

Preferred stock dividend*

          373             740  

Redemption of preferred stock

                1,330        

Net income (loss) attributable to common stockholders **

  $ 5,266     $ 6,082     $ (7,909 )   $ 402  

Weighted average common shares outstanding - basic

    10,801       9,871       10,577       9,871  

Earnings (loss) per share available to common stockholder- basic

  $ 0.49     $ 0.62     $ (0.75 )   $ 0.04  

Weighted average common shares outstanding - diluted

    11,245       10,532       10,577       10,428  

Earnings (loss) per share available to common stockholder- diluted

  $ 0.47     $ 0.58     $ (0.75 )   $ 0.04  

 

* The 200,000 shares issued and outstanding as of June 30, 2023 were non-participating. A preferred dividend of $0.4 million was accrued for Q1 2024 and included in the preferred stock redemption.

 

** Net income (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 six months ended June 30, 2024 and the preferred stock dividend of $0.4 million and $0.7 million for the three and six months ended June 30, 2023.

 

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 514,687 for the six months ended June 30, 2024, were excluded from the computation of diluted loss per share since they would have been anti-dilutive.

 

Note 9 Common Stock and Preferred Stock

 

Common Stock

 

All issuances of common stock, including those issued pursuant to restricted stock or unit grants, are issued from the Company’s authorized but not issued and outstanding shares.

 

During the year ended December 31, 2023, certain employees, including three executive officers, surrendered an aggregate of 157,019 shares of restricted stock units for $3.1 million to cover income taxes due for the vesting of restricted shares. Additionally, an aggregate of 34,588 shares of restricted stock granted in 2021 and 2022 with a value of approximately $0.6 million was forfeited during 2023.

 

During the six months ended June 30, 2024, certain employees, including three 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 17,471 shares of restricted stock granted in 2022 and 2023 with a value of approximately $0.3 million was forfeited during 2024.

 

No dividend was declared or paid in the three months ended June 30, 2024 and 2023.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 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 June 30, 2024, 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 June 30, 2024, 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 and six months ended June 30, 2024 the Company recorded nil and $0.4 million, respectively, of preferred stock dividends as an increase in the value of the Series A Preferred Stock. For the three and six months ended June 30, 2023 the Company recorded $0.4 million and $0.7 million, respectively, 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.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

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.

 

The Series A Preferred Stock redemption amount was contingent upon certain events with no stated redemption date as of the reporting date, although may become redeemable in the future. In accordance with the SEC guidance within ASC Topic 480, Distinguishing Liabilities from Equity: Classification and Measurement of Redeemable Securities, the Company classified the Series A Preferred Stock as temporary equity as the Series A Preferred Stock 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 constituted 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 were more akin to a debt instrument than equity.

 

The Company considered the repurchase option to have no value as the likelihood is remote that this event, within the Company’s control, would ever occur. The liability 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 15 – Fair Value Measurement). The value of the redemption provision explicitly considered the present value of the potential premium that would be paid related to, and the probability of, an event that would trigger its payment. The probability of a triggering event was based on management’s estimates of the probability of a change of control event occurring.

 

Accordingly, these two embedded derivatives were accounted for separately from the Series A Preferred Stock at fair value.

 

As of June 30, 2024, the Company had redeemed all of the outstanding shares of the Series A Preferred Stock.

 

As of December 31, 2023, the Series A Preferred Stock was recorded in temporary equity at the amount of accrued, but unpaid dividends of $6.0 million, and the redemption provision, as a bifurcated derivative, was recorded as a long-term liability with an estimated value of $29.9 million.

 

As of December 31, 2023, the Series A Preferred Stock had a carrying value of $26.0 million and a liquidation value of $39.0 million.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

The following table provides a reconciliation of the beginning and ending balances of the Series A Preferred Stock, which is recorded in temporary equity:

 

   

2024

   

2023

 

Balance, January 1,

  $ 5,992     $ 4,490  

Preferred stock accrued dividends

    390       367  

Preferred stock redemption

    (6,382 )      

Balance, March 31,

          4,857  

Preferred stock accrued dividends

          373  

Balance, June 30,

  $     $ 5,230  

 

Note 10 Joint Ventures

 

In November 2014, the Company entered into a joint venture with Meisheng Culture & Creative Corp. Ltd., (“MC&C”), for the purpose of providing certain JAKKS licensed and non-licensed toys and consumer products to agreed-upon territories of the People’s Republic of China. On May 10, 2023, the Company dissolved the joint venture with MC&C. Prior to the dissolution, the Company owned fifty-one percent of the joint venture. The results of operations of the joint venture are consolidated with the Company's results. The non-controlling interests incurred a gain of nil and $0.3 million for the three and six months ended June 30, 2024, respectively. The non-controlling interests incurred a loss of $0.3 million each for the three and six months ended June 30, 2023.

 

Note 11 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 and six months ended June 30, 2024, there were no events or circumstances that indicated that an impairment loss may have been incurred.

 

Based on the Company’s April 1 annual assessment, it determined that the fair values of its reporting units were not less than the carrying amounts. No goodwill impairment was determined to have occurred for the six months ended June 30, 2024 and June 30, 2023.

 

Note 12 Comprehensive Income (Loss)

 

The table below presents the components of the Company’s comprehensive loss for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net income (loss)

  $ 5,266     $ 6,182     $ (8,959 )   $ 864  

Other comprehensive income (loss):

                               

Foreign currency translation adjustment

    (116 )     1,129       (681 )     1,461  

Comprehensive income (loss)

    5,150       7,311       (9,640 )     2,325  

Less: Comprehensive income (loss) attributable to non-controlling interests

          (273 )     280       (278 )

Comprehensive income (loss) attributable to JAKKS Pacific, Inc.

  $ 5,150     $ 7,584     $ (9,920 )   $ 2,603  

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

Note 13 Litigation and Contingencies

 

The Company is a party to, and certain of its property is the subject of, various pending claims and legal proceedings that routinely arise in the ordinary course of its business. The Company accrues for losses when the loss is deemed probable and the liability can reasonably be estimated. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, the Company records the minimum estimated liability related to the claim. As additional information becomes available, the Company assesses the potential liability related to its pending litigation and revises its estimates.

 

In the normal course of business, the Company may provide certain indemnifications and/or other commitments of varying scope to a) its licensors, customers and certain other parties, including against third-party claims of intellectual property infringement, and b) its officers, directors and employees, including against third-party claims regarding the periods in which they serve in such capacities with the Company. The duration and amount of such obligations is, in certain cases, indefinite. The Company's director’s and officer’s liability insurance policy may, however, enable it to recover a portion of any future payments related to its officer, director or employee indemnifications. For the past five years, costs related to director and officer indemnifications have not been significant. Other than certain liabilities recorded in the normal course of business related to royalty payments due to the Company's licensors, no liabilities have been recorded for indemnifications and/or other commitments.

 

Note 14 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 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 and six months ended June 30, 2024 and 2023 (in thousands)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Share-based compensation expense

  $ 2,545     $ 1,856     $ 5,094     $ 3,945  

 

Restricted Stock Units

 

Restricted stock unit activity (including those with performance-based vesting criteria) for the six months ended June 30, 2024 is summarized as follows:

 

   

Restricted Stock Units

 
   

Number of Shares

   

Weighted Average

Grant Date Fair Value

 

Outstanding, December 31, 2023

    1,306,406     $ 16.47  

Granted

    126,134       35.14  

Vested

    (280,996 )     11.78  

Forfeited

    (17,471 )     16.18  

Outstanding, June 30, 2024

    1,134,073       19.84  

 

As of June 30, 2024, there was $14.5 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 2.0 years.

 

As of June 30, 2024, the fair market value of non-vested restricted stock units was $20.3 million.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

Note 15 Fair Value Measurements

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based upon these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows:

 

Level 1:

Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2:

Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

Level 3:

Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

 

In instances where the determination of the fair value measurement is based upon inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based upon the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

The following tables summarize the Company's financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 (in thousands):

 

           

Fair Value Measurements

 
   

Carrying Amount as of

   

As of June 30, 2024

 
   

June 30, 2024

   

Level 1

   

Level 2

   

Level 3

 

Investments in employee deferred compensation trusts

  $ 1,549     $ 1,549     $     $  

 

 

           

Fair Value Measurements

 
   

Carrying Amount as of

   

As of December 31, 2023

 
   

December 31, 2023

   

Level 1

   

Level 2

   

Level 3

 

Money market funds

  $ 45,130     $ 45,130     $     $  

Investments in employee deferred compensation trusts

    41       41              

Preferred stock derivative liability

    29,947                   29,947  

 

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

   

2023

 

Balance, January 1,

  $ 29,947     $ 21,918  

Change in fair value

          5,875  

Extinguishment through redemption of preferred stock

    (29,947 )      

Balance, June 30,

  $     $ 27,793  

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

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.

 

The following table provides quantitative information of liabilities measured at fair value and the significant unobservable inputs (Level 3), the range of the significant unobservable inputs, and the valuation techniques.

 

The preferred stock derivative liability was extinguished on March 11, 2024.

 

   

Fair Value

As of December 31, 2023

 

Valuation

Technique

 

Unobservable

Inputs

 

Range

(Weighted Average)

 
   

(In thousands)

             

Preferred Stock Derivative Liability

  $ 29,947  

Discounted Cash Flow

 

Change-in-control probability assumptions

 

Range: 0% to 100%

 
             

Timing of change-in-control assumptions

 

Range: 1 to 10 years

 
             

Discount Rate

 

Range: 8% to 10%

 
             

Market yield*

  6.3%*  

 

*Represents the hypothetical market yield

 

The Company’s cash and cash equivalents including restricted cash, accounts receivable, accounts payable, accrued expenses and short-term debt 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. The carrying amount of short-term debt at June 30, 2024 approximates fair value because the interest rate approximates the current market interest rate.

 

Note 16 — Related Party Transactions

 

In November 2014, the Company entered into a joint venture with MC&C for the purpose of providing certain JAKKS licensed and non-licensed toys and consumer products to agreed-upon territories of the People’s Republic of China (see Note 10 – Joint Ventures).

 

In October 2016, the Company entered into a joint venture with Hong Kong Meisheng Cultural Company Limited, a Hong Kong-based subsidiary of Meisheng Culture & Creative Corp, for the purpose of creating and developing original, multiplatform content for children including new short-form series and original shows. On December 1, 2023, the Company dissolved the joint venture with Meisheng. Prior to the dissolution, JAKKS and Meisheng each owned fifty percent of the joint venture.

 

In March 2017, the Company entered into an equity purchase agreement with Meisheng which provided, among other things, that as long as Meisheng and its affiliates hold 10% or more of the issued and outstanding shares of common stock of the Company, Meisheng shall have the right from time to time to designate a nominee (who currently is Mr. Xiaoqiang Zhao) for election to the Company’s board of directors.

 

Meisheng also serves as a significant manufacturer of the Company. For the three and six months ended June 30, 2024 the Company made inventory-related payments to Meisheng of approximately $13.9 million and $28.8 million, respectively. For the three and six months ended June 30, 2023, the Company made inventory-related payments to Meisheng of approximately $19.1 million and $28.4 million, respectively. As of June 30, 2024 and December 31, 2023, amounts due to Meisheng for inventory received by the Company, but not paid totaled $19.1 million and $12.3 million, respectively.

 

 

JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

 

Note 17 Prepaid Expenses and Other Assets

 

Prepaid expenses and other assets as of June 30, 2024 and December 31, 2023 consist of the following (in thousands):

 

   

June 30,
2024

   

December 31,
2023

 

Income tax receivable

  $ 16,670     $ 2,672  

Prepaid expenses

    4,342       1,724  

Royalty advances

    3,607       1,450  

Other assets

    1,553       243  

Employee retention credit

    285       285  

Prepaid expenses and other assets

  $ 26,457     $ 6,374  

 

 

Item 2. Managements 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 2023 Annual Report on Form 10-K and did not materially change during the first six months of 2024.

 

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 June 30,
(Unaudited)

   

Six Months Ended June 30,
(Unaudited)

 
   

2024

   

2023

   

2024

   

2023

 

Net sales

    100.0 %     100.0 %     100.0 %     100.0 %

Cost of sales:

                               

Cost of goods

    51.5       51.6       54.5       52.6  

Royalty expense

    15.1       16.3       15.2       16.0  

Amortization of tools and molds

    1.4       1.4       1.5       1.3  

Cost of sales

    68.0       69.3       71.2       69.9  

Gross profit

    32.0       30.7       28.8       30.1  

Direct selling expenses

    4.2       2.4       6.0       4.3  

General and administrative expenses

    22.6       18.3       28.4       21.3  

Depreciation and amortization

    0.1       0.1       0.1       0.1  

Selling, general and administrative expenses

    26.9       20.8       34.5       25.7  

Income (loss) from operations

    5.1       9.9       (5.7 )     4.4  

Loss from joint ventures

          (0.3 )           (0.2 )

Other income (expense), net

                0.1       0.2  

Change in fair value of preferred stock derivative liability

          (3.6 )           (2.1 )

Loss on debt extinguishment

          (0.6 )           (0.4 )

Interest income

    0.1             0.2       0.1  

Interest expense

    (0.2 )     (0.8 )     (0.2 )     (1.6 )

Income (loss) before provision for (benefit from) income taxes

    5.0       4.6       (5.6 )     0.4  

Provision for (benefit from) income taxes

    1.5       0.9       (1.8 )      

Net income (loss)

    3.5       3.7       (3.8 )     0.4  

Net income (loss) attributable to non-controlling interests

          (0.2 )     0.1       (0.1 )

Net income (loss) attributable to JAKKS Pacific, Inc.

    3.5 %     3.9 %     (3.9 )%     0.5 %

 

 

The following 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,

 
   

2024

   

2023

   

2024

   

2023

 

Net Sales

                               

Toys/Consumer Products

  $ 104,570     $ 117,934     $ 187,480     $ 215,827  

Costumes

    44,049       48,999       51,215       58,590  
      148,619       166,933       238,695       274,417  

Cost of Sales

                               

Toys/Consumer Products

    67,519       77,606       132,574       146,277  

Costumes

    33,515       38,129       37,484       45,505  
      101,034       115,735       170,058       191,782  

Gross Profit

                               

Toys/Consumer Products

    37,051       40,328       54,906       69,550  

Costumes

    10,534       10,870       13,731       13,085  
    $ 47,585     $ 51,198     $ 68,637     $ 82,635  

 

Comparison of the Three Months Ended June 30, 2024 and 2023

 

Net Sales

 

Toys/Consumer Products. Net sales of our Toys/Consumer Products segment were $104.6 million for the three months ended June 30, 2024 compared to $117.9 million for the prior year period, representing a decrease of $13.3 million, or 11.3%. Net sales from the Action Play & Collectibles division were down 30.5% in part due to lower net sales from the Super Mario MovieTM which was released April 2023.

 

Costumes. Net sales of our Costumes segment were $44.0 million for the three months ended June 30, 2024 compared to $49.0 million for the prior year period, representing a decrease of $5.0 million, or 10.2%. The decrease in net sales was primarily due to reduced orders from select recurring customers informed in part by the prior year’s sell-through during the Halloween shopping season.

 

Cost of Sales

 

Toys/Consumer Products. Cost of sales of our Toys/Consumer Products segment was $67.5 million, or 64.5% of related net sales for the three months ended June 30, 2024 compared to $77.6 million, or 65.8% of related net sales for the prior year period, representing a decrease of $10.1 million, or 13.0%. The decrease as a percentage of net sales was due to lower royalties as well as lower finished goods inventory reserves for product obsolescence.

 

Costumes. Cost of sales of our Costumes segment was $33.5 million, or 76.1% of related net sales for the three months ended June 30, 2024, compared to $38.1 million, or 77.8% of related net sales for the prior year period, representing a decrease in dollars of $4.6 million, or 12.1%. The decrease as a percentage of net sales was due to lower royalties as well as lower inventory reserves.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses were $39.9 million for the three months ended June 30, 2024 compared to $34.8 million for the prior year period constituting 26.9% and 20.8.% of net sales, respectively. The increase in selling, general and administrative expenses was primarily due to increased full-time staff as we expand our international presence and associated marketing and travel expenses, as well as higher costs related to warehousing.

 

Interest Expense

 

Interest expense was $0.3 million for the three months ended June 30, 2024, as compared to $1.3 million in the prior year period. During the three months ended June 30, 2024, we incurred interest expense of $0.3 million related to our revolving credit facility. During the three months ended June 30, 2023, we incurred interest expense of $0.7 million related to our 2021 BSP Term Loan, $0.3 million related to our revolving credit facility and $0.3 million related to other borrowing costs.

 

 

Provision For (Benefit From) Income Taxes

 

Our income tax expense, which includes federal, state and foreign income taxes and discrete items, was $2.3 million, or an effective tax rate of 30.2%, for the three months ended June 30, 2024. During the comparable period in 2023, our income tax expense was $1.5 million, or an effective tax rate of 19.3%. The effective tax rate increased primarily due to non-deductible compensation and foreign inclusions.

 

Comparison of the Six Months Ended June 30, 2024 and 2023

 

Net Sales

 

Toys/Consumer Products. Net sales of our Toys/Consumer Products segment were $187.5 million for the six months ended June 30, 2024 compared to $215.8 million for the prior year period, representing a decrease of $28.3 million, or 13.1%. Net sales from the Action Play & Collectibles division were down 23.1% due to lower net sales in part from the Super Mario MovieTM which was released April 2023.

 

Costumes. Net sales of our Costumes segment were $51.2 million for the six months ended June 30, 2024 compared to $58.6 million for the prior year period, representing a decrease of $7.4 million, or 12.6%. The decrease in net sales was primarily due to reduced orders from select recurring customers informed in part by the prior year’s sell-through during the Halloween shopping season.

 

Cost of Sales

 

Toys/Consumer Products. Cost of sales of our Toys/Consumer Products segment was $132.6 million, or 70.7% of related net sales for the six months ended June 30, 2024 compared to $146.3 million, or 67.8% of related net sales for the prior year period, representing a decrease of $13.7 million, or 9.4%. The increase as a percentage of net sales was due to a lower share of high margin film-related product .

 

Costumes. Cost of sales of our Costumes segment was $37.5 million, or 73.2% of related net sales for the six months ended June 30, 2024, compared to $45.5 million, or 77.6% of related net sales for the prior year period, representing a decrease in dollars of $8.0 million, or 17.6%. The decrease in dollars was related to lower overall sales. The decrease in as a percentage of net sales was driven by lower finished goods inventory reserves for product obsolescence.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses were $82.3 million for the six months ended June 30, 2024 compared to $70.6 million for the prior year period constituting 34.5% and 25.7% of net sales, respectively. The increase in selling, general and administrative expenses was primarily due to increased full-time staff as we expand our international presence and associated marketing and travel expenses, as well as higher related to warehousing.

 

Interest Expense

 

Interest expense was $0.4 million for the six months ended June 30, 2024, as compared to $4.3 million in the prior year period. During the six months ended June 30, 2024, we incurred interest expense of $0.4 million related to our revolving credit facility. During the six months ended June 30, 2023, we incurred interest expense of $3.2 million related to our 2021 BSP Term Loan, $0.4 million related to our revolving credit facility and $0.7 million related to other borrowing costs.

 

Provision for (Benefit From) Income Taxes

 

Our income tax benefit, which includes federal, state and foreign income taxes and discrete items, was $4.4 million benefit, or an effective tax (benefit) rate of 33.2%, for the six months ended June 30, 2024. During the comparable period in 2023, our income tax expense was $0.1 million, or an effective tax rate of 9.9%. The effective tax rate increased primarily due to a higher expected tax rate for the year, non-deductible compensation and foreign inclusions.

 

 

Seasonality and Backlog

 

The retail toy industry is inherently seasonal. Generally, our sales have been highest during the second and third quarters owing to our preference for the FOB (free-on-board)/DI (direct import) business model where our customers take possession of the product in Asia and are responsible for importing into their respective countries from that point forward, and collections for those sales have been highest during the succeeding third and fourth 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 June 30, 2024, we had working capital (inclusive of cash, cash equivalents and restricted cash) of $73.9 million, compared to $106.1 million as of December 31, 2023, representing a decrease in working capital of $32.2 million during the six-month period ended June 30, 2024. The decrease in working capital is primarily attributable to the $20.0 million cash payment made to holders for the redemption of our outstanding preferred stock. The remaining decrease is mainly attributable to cash used in operating activities and higher working capital usage.

 

Operating activities used net cash of $27.7 million during the six months ended June 30, 2024, as compared to net cash provided by operating activities of $20.8 million in the prior year period. The increase in net cash used in operating activities year-over-year is primarily due to a net loss for the six months ended June 30, 2024, an increase in cash taxes paid by $10.6 million and $23.0 million in other working capital changes. 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 25% payable on net sales of such products. As of June 30, 2024, these agreements required future aggregate minimum royalty guarantees of $60.7 million exclusive of $3.6 million in advances already paid. Of this $60.7 million future minimum royalty guarantee, $36.9 million is due over the next twelve months.

 

Investing activities used net cash of $6.2 million and $4.9 million for the six months ended June 30, 2024 and 2023, 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 $20.1 million and $70.4 million for the six months ended June 30, 2024 and 2023, respectively. 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 employee tax withholdings, compensated by $5.0 million of cash provided by the draw on our senior secured revolving credit facility (the “JPMorgan ABL Facility”). The cash used in financing activities during the six months ended June 30, 2023, primarily consists of the repayment of our 2021 BSP Term Loan of $69.2 million and the repurchase of common stock for employee tax withholding of $1.2 million.

 

As of June 30, 2024, we have $5.0 million outstanding indebtedness under the JPMorgan ABL Facility, aside from utilizing $9.4 million in letters of credit.

 

See Note 5 – Debt and Note 6 – Credit Facilities for additional information pertaining to our Debt and Credit Facilities.

 

 

As of June 30, 2024 and December 31, 2023, we held cash and cash equivalents, including restricted cash, of $17.9 million and $72.6 million, respectively. Cash, and cash equivalents, including restricted cash held outside of the United States in various foreign subsidiaries totaled $15.7 million and $21.5 million as of June 30, 2024 and December 31, 2023, 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 after the redemption. 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.

 

Our primary sources of working capital are cash flows from operations and borrowings under our JPMorgan ABL Facility (see Note 6 – 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 June 30, 2024 off-balance sheet arrangements include letters of credit issued by JPMorgan of $9.4 million.

 

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Interest Rate Risk

 

Our exposure to market risk includes interest rate fluctuations in connection with our JPMorgan ABL Facility (see Note 6 – Credit Facilities). Borrowings under our JPMorgan ABL Facility bear interest at either (i) LIBOR plus 1.50% - 2.00% (determined by reference to an excess availability pricing grid) or (ii) Alternate Base Rate plus 0.50% - 1.00% (determined by reference to an excess availability pricing grid and base rate subject to a 1.00% floor). Borrowings under the JPMorgan ABL Facility are therefore subject to risk based upon prevailing market interest rates. Interest rate risk may result from many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control.

 

In Q1 2023, we entered into an amendment to our JPMorgan ABL Credit Agreement which changed the interest reference rate on our revolving line of credit from LIBOR to the Secured Overnight Financing Rate (“SOFR”).

 

Foreign Currency Risk

 

We have wholly-owned subsidiaries in Hong Kong, China, the United Kingdom, Germany, France, the Netherlands, Canada, Italy and Mexico. Sales are generally made by these operations on FOB China or Hong Kong terms and are denominated in U.S. dollars. However, purchases of inventory and Hong Kong operating expenses are typically denominated in Hong Kong dollars and local operating expenses in the United Kingdom, Germany, France, the Netherlands, Canada, Italy, Mexico and China are denominated in local currency, thereby creating exposure to changes in exchange rates. Changes in the U.S. dollar exchange rates may positively or negatively affect our results of operations. We do not believe that near-term changes in these exchange rates, if any, will result in a material effect on our future earnings, fair values or cash flows. Therefore, we have chosen not to enter into foreign currency hedging transactions. We cannot assure you that this approach will be successful, especially in the event of a significant and sudden change in the value of these foreign currencies.

 

Item 4. Controls and Procedures

 

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures as of 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 Exchange Act Rule 13a-15(d) that occurred during the period covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

PART II OTHER INFORMATION

Item 1. Legal Proceedings

 

We are a party to, and certain of our property is the subject of, various pending claims and legal proceedings that routinely arise in the ordinary 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 estimated liability related to the claim. As additional information becomes available, we assess the potential liability related to the pending litigation and revise our estimates.

 

In the 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. The duration and amount of such obligations is, in certain cases, indefinite. Our director’s and officer’s liability insurance policy 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 liabilities recorded in the normal course of business related to royalty payments due to our licensors, no liabilities have been recorded for indemnifications and/or other commitments.

 

Item 1A. Risk Factors

 

Risk factors with respect to us and our business are contained in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. 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.

 

Item 5. Other Information

 

Rule 10b5-1 Trading Plans

 

During our last fiscal quarter, the following officer, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:

 

On May 20, 2024John Kimble, our Chief Financial Officer, for tax planning purposes, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) with respect to the sale of up to 59,076 shares of our common stock from time to time, in accordance with the terms specified in the trading arrangement. The term of Mr. Kimble’s Rule 10b5-1 trading arrangement expires on December 31, 2025. The first date that any transactions under Mr. Kimble’s Rule 10b5-1 trading arrangement can occur is November 21, 2024.

 

Item 6. Exhibits

 

Number

 

Description

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (1)

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (1)

32.1

 

Section 1350 Certification of Chief Executive Officer (1)

32.2

 

Section 1350 Certification of Chief Financial Officer (1)

101.INS

 

Inline XBRL Instance Document

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

(1)

Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

JAKKS PACIFIC, INC.

 
       

Date: August 6, 2024

By:

/s/ John Kimble

 
   

John Kimble

   

Executive Vice President and Chief Financial Officer

   

(Duly Authorized Officer and Principal Financial Officer)

 

 

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Exhibit 31.1

CERTIFICATIONS

 

I, Stephen G. Berman, Chief Executive Officer, certify that:

 

I have reviewed this quarterly report on Form 10-Q of JAKKS Pacific, Inc. (“Company”);

 

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;

 

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 within those 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 under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

 

d) disclosed in this quarterly report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably 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 internal control over financial reporting.

 

 

By:

/s/ Stephen G. Berman

   

Stephen G. Berman

   

Chief Executive Officer

 

Date: August 6, 2024

 

 

 

Exhibit 31.2

CERTIFICATIONS

 

I, John Kimble, Chief Financial Officer, certify that:

 

I have reviewed this quarterly report on Form 10-Q of JAKKS Pacific, Inc. (“Company”);

 

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;

 

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 within those 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 under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

 

d) disclosed in this quarterly report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably 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 internal control over financial reporting.

 

 

By:

/s/ John Kimble

   

John Kimble

   

Chief Financial Officer

 

Date: August 6, 2024

 

 

Exhibit 32.1

 

Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350

 

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of JAKKS Pacific, Inc. (“Registrant”) hereby certifies that the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, 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 6, 2024

 

 

 

 

Exhibit 32.2

 

Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

 

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of JAKKS Pacific, Inc. (“Registrant”) hereby certifies that the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

 

/s/ John Kimble

 

John Kimble

 

Chief Financial Officer

 

Date: August 6, 2024

 

 

 
v3.24.2.u1
Cover - shares
6 Months Ended
Jun. 30, 2024
Aug. 06, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Amendment Flag false  
Document Period End Date Jun. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Entity Information [Line Items]    
Entity Registrant Name JAKKS Pacific, Inc.  
Entity Central Index Key 0001009829  
Entity File Number 0-28104  
Entity Tax Identification Number 95-4527222  
Entity Incorporation, State or Country Code DE  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Contact Personnel [Line Items]    
Entity Address, Address Line One 2951 28th Street  
Entity Address, City or Town Santa Monica  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 90405  
Entity Phone Fax Numbers [Line Items]    
City Area Code 424  
Local Phone Number 268-9444  
Entity Listings [Line Items]    
Trading Symbol JAKK  
Security Exchange Name NASDAQ  
Title of 12(g) Security Common Stock $.001 Par Value  
Entity Common Stock, Shares Outstanding   10,984,060
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 17,700 $ 72,350
Restricted cash 202 204
Accounts receivable, net of allowance for credit losses of $5,236 and $3,743 at June 30, 2024 and December 31, 2023, respectively 140,006 123,797
Inventory 51,327 52,647
Prepaid expenses and other assets 26,457 6,374
Total current assets 235,692 255,372
Property and equipment    
Office furniture and equipment 9,512 8,852
Molds and tooling 125,030 120,396
Leasehold improvements 6,784 6,708
Total 141,326 135,956
Less accumulated depreciation and amortization 124,580 121,357
Property and equipment, net 16,746 14,599
Operating lease right-of-use assets, net 20,667 23,592
Other long-term assets 1,976 2,162
Deferred income tax assets, net 68,141 68,143
Goodwill 35,029 35,083
Total assets 378,251 398,951
Current liabilities    
Accounts payable 55,368 42,177
Accounts payable - Meisheng (related party) 19,130 12,259
Accrued expenses 45,026 45,102
Reserve for sales returns and allowances 29,456 38,531
Income taxes payable 0 3,785
Short-term operating lease liabilities 7,777 7,380
Short-term debt, net 5,000 0
Total current liabilities 161,757 149,234
Long-term operating lease liabilities 14,859 16,666
Accrued expenses – long-term 2,299 3,746
Preferred stock derivative liability 0 29,947
Income taxes payable 3,441 3,245
Total liabilities 182,356 202,838
Preferred stock accrued dividends, $0.001 par value; 5,000,000 shares authorized; nil and 200,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 0 5,992
Stockholders' Equity    
Common stock, $0.001 par value; 100,000,000 shares authorized; 10,800,892 and 10,096,197 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 11 10
Additional paid-in capital 294,543 278,642
Accumulated deficit (82,851) (73,612)
Accumulated other comprehensive loss (16,308) (15,627)
Total JAKKS Pacific, Inc. stockholders' equity 195,395 189,413
Non-controlling interests 500 708
Total stockholders' equity 195,895 190,121
Total liabilities, preferred stock and stockholders' equity $ 378,251 $ 398,951
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Allowance for credit losses (in Dollars) $ 5,236 $ 3,743
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 200,000
Preferred stock, shares outstanding 200,000
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 10,800,892 10,096,197
Common stock, shares outstanding 10,800,892 10,096,197
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net sales $ 148,619 $ 166,933 $ 238,695 $ 274,417
Cost of sales:        
Cost of goods 101,034 115,735 170,058 191,782
Gross profit 47,585 51,198 68,637 82,635
Direct selling expenses 6,255 3,980 14,352 11,721
General and administrative expenses 33,594 30,677 67,786 58,671
Depreciation and amortization 93 93 180 195
Selling, general and administrative expenses 39,942 34,750 82,318 70,587
Income (loss) from operations 7,643 16,448 (13,681) 12,048
Loss from joint ventures 0 (565) 0 (565)
Other income (expense), net 72 38 210 476
Change in fair value of preferred stock derivative liability 0 (6,022) 0 (5,875)
Loss on debt extinguishment 0 (1,023) 0 (1,023)
Interest income 88 86 464 203
Interest expense (256) (1,302) (399) (4,305)
Income (loss) before provision for (benefit from) income taxes 7,547 7,660 (13,406) 959
Provision for (benefit from) income taxes 2,281 1,478 (4,447) 95
Net income (loss) 5,266 6,182 (8,959) 864
Net income (loss) attributable to non-controlling interests 0 (273) 280 (278)
Net loss attributable to Jakks Pacific, Inc. 5,266 6,455 (9,239) 1,142
Net income (loss) attributable to common stockholders [1] $ 5,266 $ 6,082 $ (7,909) $ 402
Earnings (loss) per share - basic (in Dollars per share) $ 0.49 $ 0.62 $ (0.75) $ 0.04
Shares used in earnings (loss) per share - basic (in Shares) 10,801,000 9,871,000 10,577,000 9,871,000
Earnings (loss) per share - diluted (in Dollars per share) $ 0.47 $ 0.58 $ (0.75) $ 0.04
Shares used in earnings (loss) per share - diluted (in Shares) 11,245,000 10,532,000 10,577,000 10,428,000
Comprehensive income (loss) $ 5,150 $ 7,311 $ (9,640) $ 2,325
Comprehensive income (loss) attributable to JAKKS Pacific, Inc. 5,150 7,584 (9,920) 2,603
Cost of Sales [Member]        
Cost of sales:        
Cost of goods 76,599 86,156 130,420 144,460
Royalty [Member]        
Cost of sales:        
Cost of goods 22,394 27,279 36,170 43,933
Amortization Of Tools And Mold [Member]        
Cost of sales:        
Cost of goods $ 2,041 $ 2,300 $ 3,468 $ 3,389
[1] Net income (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 six months ended June 30, 2024 and the preferred stock dividend of $0.4 million and $0.7 million for the three and six months ended June 30, 2023.
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Including Portion Attributable to Noncontrolling Interest [Member]
Noncontrolling Interest [Member]
Parent [Member]
Total
Balance at Dec. 31, 2022 $ 10 $ 275,187 $ (112,018) $ (17,482) $ 1,001 $ 146,698 $ 145,697
Share-based compensation expense   2,089       2,089 2,089
Repurchase of common stock for employee tax withholding   (1,214)       (1,214) (1,214)
Preferred stock accrued dividends   (367)       (367) (367)
Net income (loss)     (5,313)   (5) (5,318) (5,313)
Foreign currency translation adjustment       332   332 332
Balance at Mar. 31, 2023 10 275,695 (117,331) (17,150) 996 142,220 141,224
Balance at Dec. 31, 2022 10 275,187 (112,018) (17,482) 1,001 146,698 145,697
Share-based compensation expense             3,945
Net income (loss)             1,142
Foreign currency translation adjustment             1,461
Balance at Jun. 30, 2023 10 277,178 (110,876) (16,021) 723 151,014 150,291
Balance at Mar. 31, 2023 10 275,695 (117,331) (17,150) 996 142,220 141,224
Share-based compensation expense   1,856       1,856 1,856
Preferred stock accrued dividends   (373)       (373) (373)
Net income (loss)     6,455   (273) 6,182 6,455
Foreign currency translation adjustment       1,129   1,129 1,129
Balance at Jun. 30, 2023 10 277,178 (110,876) (16,021) 723 151,014 150,291
Balance at Dec. 31, 2023 10 278,642 (73,612) (15,627) 708 190,121 189,413
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)   280 (14,225) (14,505)
Foreign currency translation adjustment       (565)   (565) (565)
Balance at Mar. 31, 2024 11 292,024 (88,117) (16,192) 500 188,226 187,726
Balance at Dec. 31, 2023 10 278,642 (73,612) (15,627) 708 190,121 189,413
Share-based compensation expense             5,094
Net income (loss)             (9,239)
Foreign currency translation adjustment             (681)
Balance at Jun. 30, 2024 11 294,543 (82,851) (16,308) 500 195,895 195,395
Balance at Mar. 31, 2024 11 292,024 (88,117) (16,192) 500 188,226 187,726
Share-based compensation expense   2,519       2,519 2,519
Preferred stock accrued dividends             0
Net income (loss)     5,266     5,266 5,266
Foreign currency translation adjustment       (116)   (116) (116)
Balance at Jun. 30, 2024 $ 11 $ 294,543 $ (82,851) $ (16,308) $ 500 $ 195,895 $ 195,395
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities    
Net income (loss) $ (8,959) $ 864
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:    
Provision for credit losses 1,509 187
Depreciation and amortization 3,648 3,584
Write-off and amortization of debt discount 0 714
Write-off and amortization of debt issuance costs 158 488
Share-based compensation expense 5,094 3,945
Loss on disposal of property and equipment 118 4
Loss on debt extinguishment 0 1,023
Change in fair value of preferred stock derivative liability 0 5,875
Changes in operating assets and liabilities:    
Accounts receivable (17,718) (29,895)
Inventory 1,320 15,560
Prepaid expenses and other assets (18,449) (4,916)
Accounts payable 12,520 23,586
Accounts payable - Meisheng (related party) 6,254 8,176
Accrued expenses (565) 8,450
Reserve for sales returns and allowances (9,075) (14,026)
Income taxes payable (3,589) (2,315)
Other liabilities 68 (499)
Total adjustments (18,707) 19,941
Net cash provided by (used in) operating activities (27,666) 20,805
Cash flows from investing activities    
Purchases of property and equipment (4,627) (4,918)
Investments in employee deferred compensation trusts (1,549) 0
Proceeds from sale of property and equipment 2 25
Net cash used in investing activities (6,174) (4,893)
Cash flows from financing activities    
Repurchase of common stock for employee tax withholding (5,131) (1,214)
Repayment of credit facility borrowings 0 (10,000)
Proceeds from credit facility borrowings 5,000 10,000
Redemption of preferred stock (20,000) 0
Repayment of 2021 BSP Term Loan 0 (69,218)
Net cash used in financing activities (20,131) (70,432)
Net decrease in cash, cash equivalents and restricted cash (53,971) (54,520)
Effect of foreign currency translation (681) 1,461
Cash, cash equivalents and restricted cash, beginning of period 72,554 85,490
Cash, cash equivalents and restricted cash, end of period 17,902 32,431
Supplemental disclosures of non-cash activities:    
Right-of-use assets exchanged for lease liabilities 3,690 121
Supplemental disclosures of cash flow information:    
Cash paid for interest 104 2,854
Cash paid for income taxes, net $ 13,093 $ 2,444
v3.24.2.u1
Cash Flow, Supplemental Disclosures
6 Months Ended
Jun. 30, 2024
Supplemental Cash Flow Elements [Abstract]  
Cash Flow, Supplemental Disclosures [Text Block]

As of June 30, 2024 and 2023, there was $4.3 million and $4.7 million, respectively, of property and equipment purchases included in accounts payable.

 

See Notes 5, 6 and 9 for additional supplemental information to the condensed consolidated statements of cash flows.

v3.24.2.u1
Basis of Presentation
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

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, 2023.

 

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”). The condensed consolidated financial statements also include the accounts of JAKKS Pacific Trading Limited, a joint venture with Meisheng Cultural & Creative Corp., Ltd., and JAKKS Meisheng Animation (HK) Limited, a joint venture with Hong Kong Meisheng Cultural Company Limited.

 

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” The ASUs provide temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions, for a limited period of time, to ease the potential burden of recognizing the effects of reference rate reform on financial reporting. The amendments in ASU 2020-04 apply to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to the global transition away from LIBOR and certain other interbank offered rates. In December 2022, the FASB issued ASU 2022-06 which extended the effective date of the new standard to fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. In Q1 2023, the Company entered into amendments to its 2021 BSP Term Loan Agreement and its JPMorgan ABL Credit Agreement, which transitioned the interest reference rate on its term loan and revolving line of credit from LIBOR to the Secured Overnight Financing Rate (“SOFR”) (See Note 5 – Debt and Note 6 – Credit Facilities). The adoption of this new accounting standard did not have a material impact on the Company’s condensed consolidated financial statements.

 

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The new guidance eliminates two of the three models in ASC 470-20, which required entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. As a result, only conversion features accounted for under the substantial premium model in ASC 470-20 and those that require bifurcation in accordance with ASC 815-15 will be accounted for separately. In addition, the amendments in ASU 2020-06 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, and interim periods beginning after December 15, 2024. The Company will adopt ASU 2023-07 in its fourth quarter of 2024. The Company is currently evaluating the impact that the updated disclosure will have on its condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU provides standardization of tax disclosures, primarily related to the rate reconciliation and income taxes paid information. The new standard is effective for the Company for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the updated disclosure will have on its condensed consolidated financial statements.

 

No new additional accounting pronouncements were issued or adopted for the three and six months ended June 30, 2024 that materially impacted the Company.

v3.24.2.u1
Business Segments, Geographic Data and Sales by Major Customers
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segment Reporting Disclosure [Text Block]

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 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.

 

Segment performance is measured at the operating income (loss) level. All sales are made to external customers and general corporate expenses have been attributed to the segments based upon relative sales volumes. Segment assets are primarily comprised of accounts receivable and inventories, net of applicable reserves and allowances, goodwill and other assets. Certain assets which are not tracked by operating segment and/or that benefit multiple operating segments have been allocated on the same basis.

 

Results are not necessarily those which would be achieved if each segment was an unaffiliated business enterprise. Information by segment and a reconciliation to reported amounts for the three and six months ended June 30, 2024 and 2023 and as of June 30, 2024 and December 31, 2023 are as follows (in thousands):

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net Sales

                               

Toys/Consumer Products

  $ 104,570     $ 117,934     $ 187,480     $ 215,827  

Costumes

    44,049       48,999       51,215       58,590  
    $ 148,619     $ 166,933     $ 238,695     $ 274,417  

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Income (Loss) from Operations

                               

Toys/Consumer Products

  $ 9,710     $ 15,687     $ (7,500 )   $ 14,526  

Costumes

    (2,067 )     761       (6,181 )     (2,478 )
    $ 7,643     $ 16,448     $ (13,681 )   $ 12,048  

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Depreciation and Amortization Expense

                               

Toys/Consumer Products

  $ 2,096     $ 2,330     $ 3,595     $ 3,490  

Costumes

    38       63       53       94  
    $ 2,134     $ 2,393     $ 3,648     $ 3,584  

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

Assets

               

Toys/Consumer Products

  $ 311,399     $ 383,812  

Costumes

    66,852       15,139  
    $ 378,251     $ 398,951  

 

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 June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

Long-lived Assets

               

United States

  $ 19,240     $ 21,206  

China

    15,316       13,794  

United Kingdom

    1,007       892  

Hong Kong

    980       1,410  

Italy

    817       811  

Mexico

    43       55  

Canada

    10       23  
    $ 37,413     $ 38,191  

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net Sales by Customer Area

                               

United States

  $ 125,837     $ 136,187     $ 196,267     $ 216,630  

Europe

    10,264       16,638       15,999       26,800  

Latin America

    3,239       3,067       11,235       12,271  

Canada

    6,288       6,799       9,658       10,853  

Australia & New Zealand

    1,607       1,756       2,953       3,364  

Asia

    1,268       1,831       2,233       3,211  

Middle East & Africa

    116       655       350       1,288  
    $ 148,619     $ 166,933     $ 238,695     $ 274,417  

 

Major Customers

 

Net sales to major customers for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands, except for percentages):

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2024

   

2023

   

2024

   

2023

 
           

Percentage

           

Percentage

           

Percentage

           

Percentage

 
   

Amount

   

of Net Sales

   

Amount

   

of Net Sales

   

Amount

   

of Net Sales

   

Amount

   

of Net Sales

 

Target

  $ 41,412       27.8 %   $ 49,646       29.8 %   $ 68,079       28.5 %   $ 79,081       28.8 %

Walmart

    34,745       23.4       35,085       21.0       56,039       23.5       58,359       21.3  
    $ 76,157       51.2 %   $ 84,731       50.8 %   $ 124,118       52.0 %   $ 137,440       50.1 %

 

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.

v3.24.2.u1
Inventory
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Inventory Disclosure [Text Block]

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):

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

Raw materials

  $     $ 122  

Finished goods

    51,327       52,525  
    $ 51,327     $ 52,647  

 

The inventory obsolescence reserve was $8.3 million and $7.7 million as of June 30, 2024 and December 31, 2023, respectively.

v3.24.2.u1
Revenue Recognition and Reserve for Sales Returns and Allowances
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue from Contract with Customer [Text Block]

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 and 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 20% of gross sales, and are generally based upon product purchases or specific advertising campaigns. Such allowances are accrued when the related revenue is recognized. To the extent these cooperative advertising arrangements provide a distinct benefit at fair value, they are accounted for as direct selling expenses, otherwise they are recorded as a reduction to revenue. Further, while the Company generally does not allow product returns, the Company does make occasional exceptions to this policy and consequently records a sales return allowance based upon historic return amounts and management estimates. These allowances (variable consideration) are estimated using the expected value method and are recorded at the time of sale as a reduction to revenue. The Company adjusts its estimate of variable consideration at least quarterly or when facts and circumstances used in the estimation process may change. The variable consideration is not constrained as the Company has sufficient history on the related estimates and does not believe there is a risk of significant revenue reversal.

 

Sales commissions are expensed when incurred as the related revenue is recognized at a point in time and therefore the amortization period is less than one year. As a result, these costs are recorded as direct selling expenses, as incurred. For the three and six months ended June 30, 2024 sales commissions were $0.3 million and $0.6 million, respectively. For the three and six months ended June 30, 2023 sales commissions were $0.6 million and $1.2 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 and six months ended June 30, 2024, shipping and handling costs were $1.4 million and $3.0 million, respectively. For the three and six months ended June 30, 2023, shipping and handling costs were $1.7 million and $3.6 million, respectively.

 

The Company’s reserve for sales returns and allowances amounted to $29.5 million as of June 30, 2024, compared to $38.5 million as of December 31, 2023.

 

The Company’s net accounts receivable as of June 30, 2024 and December 31, 2023 were $140.0 million and $123.8 million, respectively.

v3.24.2.u1
Debt
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]

Note 5 Debt

 

Term Loan

 

The Company and certain of its subsidiaries, as borrowers, had entered into a First Lien Term Loan Facility Credit Agreement on June 2, 2021, (the “2021 BSP Term Loan Agreement”) with Benefit Street Partners L.L.C., as Sole Lead Arranger, and BSP Agency, LLC, as agent, for a $99.0 million first-lien secured term loan (the “Initial Term Loan”) and a $19.0 million delayed draw term loan (the “Delayed Draw Term Loan” and collectively, the “2021 BSP Term Loan”). Net proceeds from the issuance of the 2021 BSP Term Loan, after deduction of $2.2 million in closing fees and $0.5 million of other administrative fees paid directly to the lenders, totaled $96.3 million. These fees are amortized over the life of the 2021 BSP Term Loan on a straight-line basis which approximates the effective interest method. Proceeds from the Initial Term Loan, together with available cash from the Company, were used to repay the Company’s former term loan (the “2019 Recap Term Loan” formerly known as the “New Term Loan” in prior filings) under the agreement dated as of August 9, 2019 with Cortland Capital Market Services LLC, as agent for certain investor parties. The Delayed Draw Term Loan provision was designed to provide necessary capital to redeem any of the Company’s outstanding 3.25% convertible senior notes due 2023, upon their maturity, which, upon repayment of the 2019 Recap Term Loan, accelerated to no later than 91 days from the repayment of the 2019 Recap Term Loan, or September 1, 2021. On July 29, 2021, the Company terminated its Delayed Draw Term Loan option as it determined it had sufficient liquidity to fund any outstanding convertible senior notes that remained upon maturity.

 

On June 5, 2023, the Company paid in full the 2021 BSP Term Loan and terminated the 2021 BSP Term Loan Agreement by making a $30.2 million prepayment towards the outstanding principal amount. Additionally, the Company made a $0.4 million payment towards the outstanding accrued interest, and a $0.3 million payment for the prepayment penalty and other related fees. In connection with this transaction, the Company recognized a loss on debt extinguishment of $1.0 million on its condensed consolidated statements of operations.

 

On January 3, 2023, as permitted by the terms within the 2021 BSP Term Loan Agreement, the Company had made a voluntary $15.0 million prepayment towards the outstanding principal amount of the 2021 BSP Term Loan and incurred a $0.2 million prepayment penalty and on March 3, 2023, as required by the terms within the 2021 BSP Term Loan Agreement under the Excess Cash Flow (“ECF”) Sweep provision, the Company had made a mandatory $23.1 million payment towards the outstanding principal amount of the 2021 BSP Term Loan.

 

Amounts outstanding under the 2021 BSP Term Loan bore interest at either (i) LIBOR plus 6.50% - 7.00% (determined by reference to a net leverage pricing grid), subject to a 1.00% LIBOR floor, or (ii) base rate plus 5.50% - 6.00% (determined by reference to a net leverage pricing grid), subject to a 2.00% base rate floor. The 2021 BSP Term Loan was termed to mature in June 2027.

 

In January 2023, the Company entered into a second amendment for its 2021 BSP Term Loan Agreement, which transitioned the interest reference rate on its 2021 BSP Term Loan from LIBOR to the Secured Overnight Financing Rate (“SOFR”). The new interest reference rate for the 2021 BSP Term Loan was effective on April 1, 2023. In addition to the transition to SOFR, the amendment also included a constant 0.10% spread adjustment until the maturity of the 2021 BSP Term Loan.

 

The 2021 BSP Term Loan Agreement contained negative covenants that, subject to certain exceptions, limited the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge its assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. Commencing with the fiscal quarter ending June 30, 2021, the Company was required to maintain a Net Leverage Ratio of 4:00x, with step-downs occurring each fiscal year starting with the quarter ending March 31, 2022 through the quarter ending September 30, 2024 in which the Company was required to maintain a Net Leverage Ratio of 3:00x. On April 26, 2022, the Company entered into a First Amendment to the 2021 BSP Term Loan Agreement, to provide, among other things, that the Company must maintain Qualified Cash of at least: (a) at all times after the Closing Date and prior to the First Amendment Effective Date, April 26, 2022, $20.0 million; (b) at all times during the period commencing on the First Amendment Effective Date through and including June 30, 2022, $15.0 million; and (c) at all times on and after July 1, 2022, through September 30, 2022, $17.5 million; provided, however, that if the Total Net Leverage Ratio exceeded 1.75:1.00 as of the last day of the most recently ended month for which financial statements were required to have been delivered, then the amount set forth in this clause was to be increased to $20.0 million. Notwithstanding the foregoing, the Applicable Minimum Cash Amount was to be reduced by $1.0 million for every $5.0 million principal prepayment or repayment of the Term Loans following the First Amendment Effective Date; provided however, that, the Applicable Minimum Cash Amount was in no event to be reduced below $15.0 million.

 

The 2021 BSP Term Loan Agreement contained events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, certain judgment defaults and a change of control as specified in the 2021 BSP Term Loan Agreement. If an event of default occurred, the maturity of the amounts owed under the 2021 BSP Term Loan Agreement might have been accelerated.

 

The obligations under the 2021 BSP Term Loan Agreement were guaranteed by the Company, the subsidiary borrowers thereunder and certain of the other existing and future direct and indirect subsidiaries of the Company and were secured by substantially all of the assets of the Company, the subsidiary borrowers thereunder and such other subsidiary guarantors, in each case, subject to certain exceptions and permitted liens and subject to the priority lien granted under the JPMorgan ABL Credit Agreement (see Note 6 – Credit Facility).

 

The agent and Sole Lead Arranger under the 2021 BSP Term Loan were affiliates of an affiliate of the Company, which affiliate, at the time of refinancing, owned common stock, and the 3.25% convertible senior notes due 2023 of the Company as well as the Company’s outstanding Series A Preferred Stock (see Note 16 – Related Party Transactions).

 

The fair value of the Company’s 2021 BSP Term Loan was considered Level 3 fair value (see Note 15 – Fair Value Measurements for further discussion of the fair value hierarchy) and was measured using the discounted future cash flow method. In addition to the debt terms, the valuation methodology included an assumption of a discount rate that approximated the current yield on a debt security with comparable risk. This assumption was considered an unobservable input in that it reflected the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. The Company believed that this was the best information available for use in the fair value measurement.

v3.24.2.u1
Credit Facilities
6 Months Ended
Jun. 30, 2024
Credit Facilities Abstract  
Credit Facilities [Text Block]

Note 6 Credit Facilities

 

JPMorgan Chase

 

On June 2, 2021, the Company and certain of its subsidiaries, as borrowers, entered into a Credit Agreement (the “JPMorgan ABL Credit Agreement”), with JPMorgan Chase Bank, N.A., as agent and lender for a $67,500,000 senior secured revolving credit facility (the “JPMorgan ABL Facility”). The JPMorgan ABL Credit Agreement replaced the Company’s existing asset-based revolving credit agreement, dated as of March 27, 2014 (the “Wells Fargo ABL Facility,” formerly known as the “Amended ABL Facility” in prior filings), with General Electric Capital Corporation, since assigned to Wells Fargo Bank, National Association. The Company pays a commitment fee (0.25% - 0.375%) based on the unused portion of the revolving credit facility. Any amounts borrowed under the JPMorgan ABL Facility bore interest at either (i) LIBOR plus 1.50% - 2.00% (determined by reference to an excess availability pricing grid) or (ii) Alternate Base Rate plus 0.50% - 1.00% (determined by reference to an excess availability pricing grid and base rate subject to a 1.00% floor). The JPMorgan ABL Facility matures in June 2026. As of June 30, 2024 the weighted average interest rate on the credit facility with JPMorgan Chase Bank was 6.92%.

 

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 June 30, 2024, the amount of outstanding borrowings was $5.0 million and the total excess borrowing availability was $52.5 million. As of August 6, 2024, the amount of outstanding borrowings was $34.0 million.

 

As of June 30, 2024, off-balance sheet arrangements include letters of credit issued by JPMorgan of $9.4 million.

 

Amortization expense classified as interest expense related to the $1.6 million of debt issuance costs associated with the transaction that closed on June 2, 2021 (i.e., JPMorgan ABL Credit Agreement) was $0.1 million for the three months ended June 30, 2024 and June 30, 2023.

 

As of June 30, 2024, the Company was in compliance with the financial covenants under the JPMorgan ABL Credit Agreement.

v3.24.2.u1
Income Taxes
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Income Tax Disclosure [Text Block]

Note 7 Income Taxes

 

The Company’s income tax expense of $2.3 million for the three months ended June 30, 2024, reflects an effective tax rate of 30.2%. The Company’s income tax expense of $1.5 million for the three months ended June 30, 2023, reflects an effective tax rate of 19.3%. The increase in tax expense during the three months ended June 30, 2024 compared to the corresponding period in 2023 was primarily due to an increase in the forecasted annual effective tax rate which increased primarily due to non-deductible compensation and foreign inclusions.

 

The Company’s income tax benefit of $4.4 million for the six months ended June 30, 2024 reflects an effective tax (benefit) rate of 33.2%. The Company’s income tax expense of $0.1 million for the six months ended June 30, 2023 reflects an effective tax rate of 9.9%. The increase in tax benefit during the six months ended June 30, 2024 compared to the corresponding period in 2023 was primarily due to a decrease in income before taxes and an increase in benefits from discrete items.

 

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 financial statements.

v3.24.2.u1
Earnings (Loss) Per Share
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share [Text Block]

Note 8 Earnings (Loss) Per Share

 

The following table is a reconciliation of the weighted average shares used in the computation of earnings (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

 

2024

   

2023

   

2024

   

2023

 

Net income (loss)

  $ 5,266     $ 6,182     $ (8,959 )   $ 864  

Net income (loss) attributable to non-controlling interests

          (273 )     280       (278 )

Net income (loss) attributable to JAKKS Pacific, Inc.

    5,266       6,455       (9,239 )     1,142  

Preferred stock dividend*

          373             740  

Redemption of preferred stock

                1,330        

Net income (loss) attributable to common stockholders **

  $ 5,266     $ 6,082     $ (7,909 )   $ 402  

Weighted average common shares outstanding - basic

    10,801       9,871       10,577       9,871  

Earnings (loss) per share available to common stockholder- basic

  $ 0.49     $ 0.62     $ (0.75 )   $ 0.04  

Weighted average common shares outstanding - diluted

    11,245       10,532       10,577       10,428  

Earnings (loss) per share available to common stockholder- diluted

  $ 0.47     $ 0.58     $ (0.75 )   $ 0.04  

 

* The 200,000 shares issued and outstanding as of June 30, 2023 were non-participating. A preferred dividend of $0.4 million was accrued for Q1 2024 and included in the preferred stock redemption.

 

** Net income (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 six months ended June 30, 2024 and the preferred stock dividend of $0.4 million and $0.7 million for the three and six months ended June 30, 2023.

 

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 514,687 for the six months ended June 30, 2024, were excluded from the computation of diluted loss per share since they would have been anti-dilutive.

v3.24.2.u1
Common Stock and Preferred Stock
6 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
Equity [Text Block]

Note 9 Common Stock and Preferred Stock

 

Common Stock

 

All issuances of common stock, including those issued pursuant to restricted stock or unit grants, are issued from the Company’s authorized but not issued and outstanding shares.

 

During the year ended December 31, 2023, certain employees, including three executive officers, surrendered an aggregate of 157,019 shares of restricted stock units for $3.1 million to cover income taxes due for the vesting of restricted shares. Additionally, an aggregate of 34,588 shares of restricted stock granted in 2021 and 2022 with a value of approximately $0.6 million was forfeited during 2023.

 

During the six months ended June 30, 2024, certain employees, including three 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 17,471 shares of restricted stock granted in 2022 and 2023 with a value of approximately $0.3 million was forfeited during 2024.

 

No dividend was declared or paid in the three months ended June 30, 2024 and 2023.

 

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 June 30, 2024, 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 June 30, 2024, 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 and six months ended June 30, 2024 the Company recorded nil and $0.4 million, respectively, of preferred stock dividends as an increase in the value of the Series A Preferred Stock. For the three and six months ended June 30, 2023 the Company recorded $0.4 million and $0.7 million, respectively, 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.

 

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.

 

The Series A Preferred Stock redemption amount was contingent upon certain events with no stated redemption date as of the reporting date, although may become redeemable in the future. In accordance with the SEC guidance within ASC Topic 480, Distinguishing Liabilities from Equity: Classification and Measurement of Redeemable Securities, the Company classified the Series A Preferred Stock as temporary equity as the Series A Preferred Stock 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 constituted 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 were more akin to a debt instrument than equity.

 

The Company considered the repurchase option to have no value as the likelihood is remote that this event, within the Company’s control, would ever occur. The liability 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 15 – Fair Value Measurement). The value of the redemption provision explicitly considered the present value of the potential premium that would be paid related to, and the probability of, an event that would trigger its payment. The probability of a triggering event was based on management’s estimates of the probability of a change of control event occurring.

 

Accordingly, these two embedded derivatives were accounted for separately from the Series A Preferred Stock at fair value.

 

As of June 30, 2024, the Company had redeemed all of the outstanding shares of the Series A Preferred Stock.

 

As of December 31, 2023, the Series A Preferred Stock was recorded in temporary equity at the amount of accrued, but unpaid dividends of $6.0 million, and the redemption provision, as a bifurcated derivative, was recorded as a long-term liability with an estimated value of $29.9 million.

 

As of December 31, 2023, the Series A Preferred Stock had a carrying value of $26.0 million and a liquidation value of $39.0 million.

 

The following table provides a reconciliation of the beginning and ending balances of the Series A Preferred Stock, which is recorded in temporary equity:

 

   

2024

   

2023

 

Balance, January 1,

  $ 5,992     $ 4,490  

Preferred stock accrued dividends

    390       367  

Preferred stock redemption

    (6,382 )      

Balance, March 31,

          4,857  

Preferred stock accrued dividends

          373  

Balance, June 30,

  $     $ 5,230  
v3.24.2.u1
Joint Ventures
6 Months Ended
Jun. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments and Joint Ventures Disclosure [Text Block]

Note 10 Joint Ventures

 

In November 2014, the Company entered into a joint venture with Meisheng Culture & Creative Corp. Ltd., (“MC&C”), for the purpose of providing certain JAKKS licensed and non-licensed toys and consumer products to agreed-upon territories of the People’s Republic of China. On May 10, 2023, the Company dissolved the joint venture with MC&C. Prior to the dissolution, the Company owned fifty-one percent of the joint venture. The results of operations of the joint venture are consolidated with the Company's results. The non-controlling interests incurred a gain of nil and $0.3 million for the three and six months ended June 30, 2024, respectively. The non-controlling interests incurred a loss of $0.3 million each for the three and six months ended June 30, 2023.

v3.24.2.u1
Goodwill
6 Months Ended
Jun. 30, 2024
Disclosure Text Block Supplement [Abstract]  
Goodwill Disclosure [Text Block]

Note 11 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 and six months ended June 30, 2024, there were no events or circumstances that indicated that an impairment loss may have been incurred.

 

Based on the Company’s April 1 annual assessment, it determined that the fair values of its reporting units were not less than the carrying amounts. No goodwill impairment was determined to have occurred for the six months ended June 30, 2024 and June 30, 2023.

v3.24.2.u1
Comprehensive Income (Loss)
6 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
Comprehensive Income (Loss) Note [Text Block]

Note 12 Comprehensive Income (Loss)

 

The table below presents the components of the Company’s comprehensive loss for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net income (loss)

  $ 5,266     $ 6,182     $ (8,959 )   $ 864  

Other comprehensive income (loss):

                               

Foreign currency translation adjustment

    (116 )     1,129       (681 )     1,461  

Comprehensive income (loss)

    5,150       7,311       (9,640 )     2,325  

Less: Comprehensive income (loss) attributable to non-controlling interests

          (273 )     280       (278 )

Comprehensive income (loss) attributable to JAKKS Pacific, Inc.

  $ 5,150     $ 7,584     $ (9,920 )   $ 2,603  
v3.24.2.u1
Litigation and Contingencies
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Disclosure [Text Block]

Note 13 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.

v3.24.2.u1
Share-Based Payments
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Payment Arrangement [Text Block]

Note 14 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 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 and six months ended June 30, 2024 and 2023 (in thousands)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Share-based compensation expense

  $ 2,545     $ 1,856     $ 5,094     $ 3,945  

 

Restricted Stock Units

 

Restricted stock unit activity (including those with performance-based vesting criteria) for the six months ended June 30, 2024 is summarized as follows:

 

   

Restricted Stock Units

 
   

Number of Shares

   

Weighted Average

Grant Date Fair Value

 

Outstanding, December 31, 2023

    1,306,406     $ 16.47  

Granted

    126,134       35.14  

Vested

    (280,996 )     11.78  

Forfeited

    (17,471 )     16.18  

Outstanding, June 30, 2024

    1,134,073       19.84  

 

As of June 30, 2024, there was $14.5 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 2.0 years.

 

As of June 30, 2024, the fair market value of non-vested restricted stock units was $20.3 million.

v3.24.2.u1
Fair Value Measurements
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Disclosures [Text Block]

Note 15 Fair Value Measurements

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based upon these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows:

 

Level 1:

Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2:

Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

Level 3:

Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

 

In instances where the determination of the fair value measurement is based upon inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based upon the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

The following tables summarize the Company's financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 (in thousands):

 

           

Fair Value Measurements

 
   

Carrying Amount as of

   

As of June 30, 2024

 
   

June 30, 2024

   

Level 1

   

Level 2

   

Level 3

 

Investments in employee deferred compensation trusts

  $ 1,549     $ 1,549     $     $  

 

 

           

Fair Value Measurements

 
   

Carrying Amount as of

   

As of December 31, 2023

 
   

December 31, 2023

   

Level 1

   

Level 2

   

Level 3

 

Money market funds

  $ 45,130     $ 45,130     $     $  

Investments in employee deferred compensation trusts

    41       41              

Preferred stock derivative liability

    29,947                   29,947  

 

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

   

2023

 

Balance, January 1,

  $ 29,947     $ 21,918  

Change in fair value

          5,875  

Extinguishment through redemption of preferred stock

    (29,947 )      

Balance, June 30,

  $     $ 27,793  

 

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.

 

The following table provides quantitative information of liabilities measured at fair value and the significant unobservable inputs (Level 3), the range of the significant unobservable inputs, and the valuation techniques.

 

The preferred stock derivative liability was extinguished on March 11, 2024.

 

   

Fair Value

As of December 31, 2023

 

Valuation

Technique

 

Unobservable

Inputs

 

Range

(Weighted Average)

 
   

(In thousands)

             

Preferred Stock Derivative Liability

  $ 29,947  

Discounted Cash Flow

 

Change-in-control probability assumptions

 

Range: 0% to 100%

 
             

Timing of change-in-control assumptions

 

Range: 1 to 10 years

 
             

Discount Rate

 

Range: 8% to 10%

 
             

Market yield*

  6.3%*  

 

*Represents the hypothetical market yield

 

The Company’s cash and cash equivalents including restricted cash, accounts receivable, accounts payable, accrued expenses and short-term debt 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. The carrying amount of short-term debt at June 30, 2024 approximates fair value because the interest rate approximates the current market interest rate.

v3.24.2.u1
Related Party Transactions
6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]

Note 16 — Related Party Transactions

 

In November 2014, the Company entered into a joint venture with MC&C for the purpose of providing certain JAKKS licensed and non-licensed toys and consumer products to agreed-upon territories of the People’s Republic of China (see Note 10 – Joint Ventures).

 

In October 2016, the Company entered into a joint venture with Hong Kong Meisheng Cultural Company Limited, a Hong Kong-based subsidiary of Meisheng Culture & Creative Corp, for the purpose of creating and developing original, multiplatform content for children including new short-form series and original shows. On December 1, 2023, the Company dissolved the joint venture with Meisheng. Prior to the dissolution, JAKKS and Meisheng each owned fifty percent of the joint venture.

 

In March 2017, the Company entered into an equity purchase agreement with Meisheng which provided, among other things, that as long as Meisheng and its affiliates hold 10% or more of the issued and outstanding shares of common stock of the Company, Meisheng shall have the right from time to time to designate a nominee (who currently is Mr. Xiaoqiang Zhao) for election to the Company’s board of directors.

 

Meisheng also serves as a significant manufacturer of the Company. For the three and six months ended June 30, 2024 the Company made inventory-related payments to Meisheng of approximately $13.9 million and $28.8 million, respectively. For the three and six months ended June 30, 2023, the Company made inventory-related payments to Meisheng of approximately $19.1 million and $28.4 million, respectively. As of June 30, 2024 and December 31, 2023, amounts due to Meisheng for inventory received by the Company, but not paid totaled $19.1 million and $12.3 million, respectively.

v3.24.2.u1
Prepaid Expenses and Other Assets
6 Months Ended
Jun. 30, 2024
Disclosure Text Block Supplement [Abstract]  
Other Current Assets [Text Block]

Note 17 Prepaid Expenses and Other Assets

 

Prepaid expenses and other assets as of June 30, 2024 and December 31, 2023 consist of the following (in thousands):

 

   

June 30,
2024

   

December 31,
2023

 

Income tax receivable

  $ 16,670     $ 2,672  

Prepaid expenses

    4,342       1,724  

Royalty advances

    3,607       1,450  

Other assets

    1,553       243  

Employee retention credit

    285       285  

Prepaid expenses and other assets

  $ 26,457     $ 6,374  
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net Income (Loss) $ 5,266 $ (14,505) $ 6,455 $ (5,313) $ (9,239) $ 1,142
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
shares
Trading Arrangements, by Individual  
Name John Kimble
Title Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 20, 2024
Expiration Date December 31, 2025
Aggregate Available 59,076
v3.24.2.u1
Business Segments, Geographic Data and Sales by Major Customers (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment [Table Text Block] 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 and six months ended June 30, 2024 and 2023 and as of June 30, 2024 and December 31, 2023 are as follows (in thousands):
   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net Sales

                               

Toys/Consumer Products

  $ 104,570     $ 117,934     $ 187,480     $ 215,827  

Costumes

    44,049       48,999       51,215       58,590  
    $ 148,619     $ 166,933     $ 238,695     $ 274,417  
   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Income (Loss) from Operations

                               

Toys/Consumer Products

  $ 9,710     $ 15,687     $ (7,500 )   $ 14,526  

Costumes

    (2,067 )     761       (6,181 )     (2,478 )
    $ 7,643     $ 16,448     $ (13,681 )   $ 12,048  
   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Depreciation and Amortization Expense

                               

Toys/Consumer Products

  $ 2,096     $ 2,330     $ 3,595     $ 3,490  

Costumes

    38       63       53       94  
    $ 2,134     $ 2,393     $ 3,648     $ 3,584  
   

June 30,

   

December 31,

 
   

2024

   

2023

 

Assets

               

Toys/Consumer Products

  $ 311,399     $ 383,812  

Costumes

    66,852       15,139  
    $ 378,251     $ 398,951  

 

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] 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 June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023 (in thousands):
   

June 30,

   

December 31,

 
   

2024

   

2023

 

Long-lived Assets

               

United States

  $ 19,240     $ 21,206  

China

    15,316       13,794  

United Kingdom

    1,007       892  

Hong Kong

    980       1,410  

Italy

    817       811  

Mexico

    43       55  

Canada

    10       23  
    $ 37,413     $ 38,191  
   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net Sales by Customer Area

                               

United States

  $ 125,837     $ 136,187     $ 196,267     $ 216,630  

Europe

    10,264       16,638       15,999       26,800  

Latin America

    3,239       3,067       11,235       12,271  

Canada

    6,288       6,799       9,658       10,853  

Australia & New Zealand

    1,607       1,756       2,953       3,364  

Asia

    1,268       1,831       2,233       3,211  

Middle East & Africa

    116       655       350       1,288  
    $ 148,619     $ 166,933     $ 238,695     $ 274,417  
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] Net sales to major customers for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands, except for percentages):
   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2024

   

2023

   

2024

   

2023

 
           

Percentage

           

Percentage

           

Percentage

           

Percentage

 
   

Amount

   

of Net Sales

   

Amount

   

of Net Sales

   

Amount

   

of Net Sales

   

Amount

   

of Net Sales

 

Target

  $ 41,412       27.8 %   $ 49,646       29.8 %   $ 68,079       28.5 %   $ 79,081       28.8 %

Walmart

    34,745       23.4       35,085       21.0       56,039       23.5       58,359       21.3  
    $ 76,157       51.2 %   $ 84,731       50.8 %   $ 124,118       52.0 %   $ 137,440       50.1 %
v3.24.2.u1
Inventory (Tables)
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventory, Current [Table Text Block] 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):
   

June 30,

   

December 31,

 
   

2024

   

2023

 

Raw materials

  $     $ 122  

Finished goods

    51,327       52,525  
    $ 51,327     $ 52,647  
v3.24.2.u1
Earnings (Loss) Per Share (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] The following table is a reconciliation of the weighted average shares used in the computation of earnings (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

 

2024

   

2023

   

2024

   

2023

 

Net income (loss)

  $ 5,266     $ 6,182     $ (8,959 )   $ 864  

Net income (loss) attributable to non-controlling interests

          (273 )     280       (278 )

Net income (loss) attributable to JAKKS Pacific, Inc.

    5,266       6,455       (9,239 )     1,142  

Preferred stock dividend*

          373             740  

Redemption of preferred stock

                1,330        

Net income (loss) attributable to common stockholders **

  $ 5,266     $ 6,082     $ (7,909 )   $ 402  

Weighted average common shares outstanding - basic

    10,801       9,871       10,577       9,871  

Earnings (loss) per share available to common stockholder- basic

  $ 0.49     $ 0.62     $ (0.75 )   $ 0.04  

Weighted average common shares outstanding - diluted

    11,245       10,532       10,577       10,428  

Earnings (loss) per share available to common stockholder- diluted

  $ 0.47     $ 0.58     $ (0.75 )   $ 0.04  

* The 200,000 shares issued and outstanding as of June 30, 2023 were non-participating. A preferred dividend of $0.4 million was accrued for Q1 2024 and included in the preferred stock redemption.

** Net income (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 six months ended June 30, 2024 and the preferred stock dividend of $0.4 million and $0.7 million for the three and six months ended June 30, 2023.

v3.24.2.u1
Common Stock and Preferred Stock (Tables)
6 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
Temporary Equity [Table Text Block] The following table provides a reconciliation of the beginning and ending balances of the Series A Preferred Stock, which is recorded in temporary equity:
   

2024

   

2023

 

Balance, January 1,

  $ 5,992     $ 4,490  

Preferred stock accrued dividends

    390       367  

Preferred stock redemption

    (6,382 )      

Balance, March 31,

          4,857  

Preferred stock accrued dividends

          373  

Balance, June 30,

  $     $ 5,230  
v3.24.2.u1
Comprehensive Income (Loss) (Tables)
6 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
Comprehensive Income (Loss) [Table Text Block] The table below presents the components of the Company’s comprehensive loss for the three and six months ended June 30, 2024 and 2023 (in thousands):
   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net income (loss)

  $ 5,266     $ 6,182     $ (8,959 )   $ 864  

Other comprehensive income (loss):

                               

Foreign currency translation adjustment

    (116 )     1,129       (681 )     1,461  

Comprehensive income (loss)

    5,150       7,311       (9,640 )     2,325  

Less: Comprehensive income (loss) attributable to non-controlling interests

          (273 )     280       (278 )

Comprehensive income (loss) attributable to JAKKS Pacific, Inc.

  $ 5,150     $ 7,584     $ (9,920 )   $ 2,603  
v3.24.2.u1
Share-Based Payments (Tables)
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] The following table summarizes the total share-based compensation expense recognized for the three and six months ended June 30, 2024 and 2023 (in thousands)
   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Share-based compensation expense

  $ 2,545     $ 1,856     $ 5,094     $ 3,945  
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] Restricted stock unit activity (including those with performance-based vesting criteria) for the six months ended June 30, 2024 is summarized as follows:
   

Restricted Stock Units

 
   

Number of Shares

   

Weighted Average

Grant Date Fair Value

 

Outstanding, December 31, 2023

    1,306,406     $ 16.47  

Granted

    126,134       35.14  

Vested

    (280,996 )     11.78  

Forfeited

    (17,471 )     16.18  

Outstanding, June 30, 2024

    1,134,073       19.84  
v3.24.2.u1
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] The following tables summarize the Company's financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 (in thousands):
           

Fair Value Measurements

 
   

Carrying Amount as of

   

As of June 30, 2024

 
   

June 30, 2024

   

Level 1

   

Level 2

   

Level 3

 

Investments in employee deferred compensation trusts

  $ 1,549     $ 1,549     $     $  
           

Fair Value Measurements

 
   

Carrying Amount as of

   

As of December 31, 2023

 
   

December 31, 2023

   

Level 1

   

Level 2

   

Level 3

 

Money market funds

  $ 45,130     $ 45,130     $     $  

Investments in employee deferred compensation trusts

    41       41              

Preferred stock derivative liability

    29,947                   29,947  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] 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

   

2023

 

Balance, January 1,

  $ 29,947     $ 21,918  

Change in fair value

          5,875  

Extinguishment through redemption of preferred stock

    (29,947 )      

Balance, June 30,

  $     $ 27,793  

 

Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Table Text Block] The following table provides quantitative information of liabilities measured at fair value and the significant unobservable inputs (Level 3), the range of the significant unobservable inputs, and the valuation techniques.
   

Fair Value

As of December 31, 2023

 

Valuation

Technique

 

Unobservable

Inputs

 

Range

(Weighted Average)

 
   

(In thousands)

             

Preferred Stock Derivative Liability

  $ 29,947  

Discounted Cash Flow

 

Change-in-control probability assumptions

 

Range: 0% to 100%

 
             

Timing of change-in-control assumptions

 

Range: 1 to 10 years

 
             

Discount Rate

 

Range: 8% to 10%

 
             

Market yield*

  6.3%*  

*Represents the hypothetical market yield

v3.24.2.u1
Prepaid Expenses and Other Assets (Tables)
6 Months Ended
Jun. 30, 2024
Disclosure Text Block Supplement [Abstract]  
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] Prepaid expenses and other assets as of June 30, 2024 and December 31, 2023 consist of the following (in thousands):
   

June 30,
2024

   

December 31,
2023

 

Income tax receivable

  $ 16,670     $ 2,672  

Prepaid expenses

    4,342       1,724  

Royalty advances

    3,607       1,450  

Other assets

    1,553       243  

Employee retention credit

    285       285  

Prepaid expenses and other assets

  $ 26,457     $ 6,374  
v3.24.2.u1
Cash Flow, Supplemental Disclosures (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Supplemental Cash Flow Elements [Abstract]    
Purchase of property and equipment incurred $ 4.3 $ 4.7
v3.24.2.u1
Business Segments, Geographic Data and Sales by Major Customers (Details) - Schedule of Segment Reporting Information, by Segment - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Segment Reporting Information [Line Items]          
Net Sales $ 148,619 $ 166,933 $ 238,695 $ 274,417  
Income (loss) from Operations 7,643 16,448 (13,681) 12,048  
Depreciation and Amortization Expense 2,134 2,393 3,648 3,584  
Assets 378,251   378,251   $ 398,951
Toys/Consumer Products [Member]          
Segment Reporting Information [Line Items]          
Net Sales 104,570 117,934 187,480 215,827  
Income (loss) from Operations 9,710 15,687 (7,500) 14,526  
Depreciation and Amortization Expense 2,096 2,330 3,595 3,490  
Assets 311,399   311,399   383,812
Costumes [Member]          
Segment Reporting Information [Line Items]          
Net Sales 44,049 48,999 51,215 58,590  
Income (loss) from Operations (2,067) 761 (6,181) (2,478)  
Depreciation and Amortization Expense 38 $ 63 53 $ 94  
Assets $ 66,852   $ 66,852   $ 15,139
v3.24.2.u1
Business Segments, Geographic Data and Sales by Major Customers (Details) - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Long-lived Assets          
Long-lived Assets $ 37,413   $ 37,413   $ 38,191
Net Sales by Customer Area          
Net Sales 148,619 $ 166,933 238,695 $ 274,417  
UNITED STATES          
Long-lived Assets          
Long-lived Assets 19,240   19,240   21,206
Net Sales by Customer Area          
Net Sales 125,837 136,187 196,267 216,630  
CHINA          
Long-lived Assets          
Long-lived Assets 15,316   15,316   13,794
UNITED KINGDOM          
Long-lived Assets          
Long-lived Assets 1,007   1,007   892
HONG KONG          
Long-lived Assets          
Long-lived Assets 980   980   1,410
ITALY          
Long-lived Assets          
Long-lived Assets 817   817   811
MEXICO          
Long-lived Assets          
Long-lived Assets 43   43   55
CANADA          
Long-lived Assets          
Long-lived Assets 10   10   $ 23
Net Sales by Customer Area          
Net Sales 6,288 6,799 9,658 10,853  
Europe [Member]          
Net Sales by Customer Area          
Net Sales 10,264 16,638 15,999 26,800  
Latin America [Member]          
Net Sales by Customer Area          
Net Sales 3,239 3,067 11,235 12,271  
Australia and New Zealand [Member]          
Net Sales by Customer Area          
Net Sales 1,607 1,756 2,953 3,364  
Asia [Member]          
Net Sales by Customer Area          
Net Sales 1,268 1,831 2,233 3,211  
Middle East and Africa [Member]          
Net Sales by Customer Area          
Net Sales $ 116 $ 655 $ 350 $ 1,288  
v3.24.2.u1
Business Segments, Geographic Data and Sales by Major Customers (Details) - Schedule of Revenue by Major Customers by Reporting Segments - Customer Concentration Risk [Member] - Revenue Benchmark [Member] - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Target [Member]        
Revenue, Major Customer [Line Items]        
Net Sales $ 41,412 $ 49,646 $ 68,079 $ 79,081
Percentage of Net Sales from Major Customer 27.80% 29.80% 28.50% 28.80%
Wal Mart [Member]        
Revenue, Major Customer [Line Items]        
Net Sales $ 34,745 $ 35,085 $ 56,039 $ 58,359
Percentage of Net Sales from Major Customer 23.40% 21.00% 23.50% 21.30%
Major Customers [Member]        
Revenue, Major Customer [Line Items]        
Net Sales $ 76,157 $ 84,731 $ 124,118 $ 137,440
Percentage of Net Sales from Major Customer 51.20% 50.80% 52.00% 50.10%
v3.24.2.u1
Inventory (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Inventory Valuation Reserves $ 8.3 $ 7.7
v3.24.2.u1
Inventory (Details) - Schedule of Inventory, Current - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Schedule Of Inventory Current Abstract    
Raw materials $ 0 $ 122
Finished goods 51,327 52,525
Inventory, net $ 51,327 $ 52,647
v3.24.2.u1
Revenue Recognition and Reserve for Sales Returns and Allowances (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Revenue Recognition and Reserve for Sales Returns and Allowances (Details) [Line Items]          
Sales Commissions and Fees $ 300 $ 600 $ 600 $ 1,200  
Selling Expense 6,255 3,980 14,352 11,721  
Sales reserves and allowances 29,500   29,500   $ 38,500
Accounts Receivable, after Allowance for Credit Loss 140,000   $ 140,000   $ 123,800
Minimum [Member]          
Revenue Recognition and Reserve for Sales Returns and Allowances (Details) [Line Items]          
Discount on invoiced amount of products     1.00%    
Maximum [Member]          
Revenue Recognition and Reserve for Sales Returns and Allowances (Details) [Line Items]          
Discount on invoiced amount of products     20.00%    
Shipping and Handling [Member]          
Revenue Recognition and Reserve for Sales Returns and Allowances (Details) [Line Items]          
Selling Expense $ 1,400 $ 1,700 $ 3,000 $ 3,600  
v3.24.2.u1
Debt (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended
Jun. 05, 2023
Mar. 03, 2023
Apr. 26, 2022
Jun. 02, 2021
Jan. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jan. 03, 2023
Dec. 03, 2022
Debt (Details) [Line Items]                      
Gain (Loss) on Extinguishment of Debt           $ 0 $ (1,023) $ 0 $ (1,023)    
Initial Term Loan [Member]                      
Debt (Details) [Line Items]                      
Debt Instrument, Face Amount       $ 99,000              
Proceeds from Issuance of Long-Term Debt       $ 96,300              
Debt Instrument, Interest Rate, Stated Percentage       3.25%              
Debt Instrument, Basis Spread on Variable Rate, Constant Spread Adjustment         0.10%            
Debt Instrument, Covenant Description     On April 26, 2022, the Company entered into a First Amendment to the 2021 BSP Term Loan Agreement, to provide, among other things, that the Company must maintain Qualified Cash of at least: (a) at all times after the Closing Date and prior to the First Amendment Effective Date, April 26, 2022, $20.0 million; (b) at all times during the period commencing on the First Amendment Effective Date through and including June 30, 2022, $15.0 million; and (c) at all times on and after July 1, 2022, through September 30, 2022, $17.5 million; provided, however, that if the Total Net Leverage Ratio exceeded 1.75:1.00 as of the last day of the most recently ended month for which financial statements were required to have been delivered, then the amount set forth in this clause was to be increased to $20.0 million. Notwithstanding the foregoing, the Applicable Minimum Cash Amount was to be reduced by $1.0 million for every $5.0 million principal prepayment or repayment of the Term Loans following the First Amendment Effective Date; provided however, that, the Applicable Minimum Cash Amount was in no event to be reduced below $15.0 million.                
Delayed Draw Term Loan (DDTL) [Member]                      
Debt (Details) [Line Items]                      
Debt Instrument, Face Amount       $ 19,000              
Benefit Street Partners [Member]                      
Debt (Details) [Line Items]                      
Debt Instrument, Interest Rate, Stated Percentage     3.25%                
Repayments of Debt $ 30,200 $ 23,100                  
Payment for Debt Extinguishment or Debt Prepayment Cost 300                    
Gain (Loss) on Extinguishment of Debt 1,000                    
Benefit Street Partners [Member] | Accrued Interest [Member]                      
Debt (Details) [Line Items]                      
Repayments of Debt $ 400                    
Minimum [Member] | Initial Term Loan [Member]                      
Debt (Details) [Line Items]                      
Debt Instrument, Basis Spread on Variable Rate       6.50%              
Debt Instrument, Description of Variable Rate Basis       subject to a 1.00% LIBOR floor, or (ii) base rate plus 5.50% - 6.00% (determined by reference to a net leverage pricing grid), subject to a 2.00% base rate floor              
Maximum [Member] | Initial Term Loan [Member]                      
Debt (Details) [Line Items]                      
Debt Instrument, Basis Spread on Variable Rate       7.00%              
Secured Debt [Member] | Benefit Street Partners [Member]                      
Debt (Details) [Line Items]                      
Long-Term Debt, Fair Value                   $ 15,000  
Secured Debt [Member] | Reported Value Measurement [Member] | New Term Loan Agreement [Member]                      
Debt (Details) [Line Items]                      
Value of debt outstanding                     $ 200
Closing Fees [Member]                      
Debt (Details) [Line Items]                      
Debt Instrument, Unamortized Discount (Premium), Net       $ 2,200              
Other Administrative Fees [Member]                      
Debt (Details) [Line Items]                      
Debt Issuance Costs, Gross       $ 500              
v3.24.2.u1
Credit Facilities (Details) - USD ($)
1 Months Ended 6 Months Ended
Jun. 02, 2021
Mar. 31, 2023
Jun. 30, 2024
Aug. 06, 2024
Credit Facilities (Details) [Line Items]        
Line of Credit, Current (in Dollars)       $ 34,000,000
Letters of Credit Outstanding, Amount (in Dollars)     $ 9,400,000  
JPMorgan ABL Credit Agreement [Member]        
Credit Facilities (Details) [Line Items]        
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) $ 67,500,000      
Line of Credit, Current (in Dollars)     5,000,000  
Letters of Credit Outstanding, Amount (in Dollars)     52,500,000  
Debt Issuance Costs, Gross (in Dollars)     1,600,000  
Amortization of Debt Issuance Costs (in Dollars)     $ 100,000  
General Electric Capital Corporation Loan Agreement [Member]        
Credit Facilities (Details) [Line Items]        
Line of Credit Facility, Interest Rate During Period     6.92%  
Minimum [Member] | JPMorgan ABL Credit Agreement [Member]        
Credit Facilities (Details) [Line Items]        
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage 0.25%      
Debt Instrument, Basis Spread on Variable Rate 1.50%      
Fixed Charge Coverage Ratio 1.1      
Maximum [Member] | JPMorgan ABL Credit Agreement [Member]        
Credit Facilities (Details) [Line Items]        
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage 0.375%      
Debt Instrument, Basis Spread on Variable Rate 2.00%      
Fixed Charge Coverage Ratio 1      
Base Rate [Member] | Minimum [Member] | JPMorgan ABL Credit Agreement [Member]        
Credit Facilities (Details) [Line Items]        
Debt Instrument, Basis Spread on Variable Rate 0.50% 0.50%    
Base Rate [Member] | Maximum [Member] | JPMorgan ABL Credit Agreement [Member]        
Credit Facilities (Details) [Line Items]        
Debt Instrument, Basis Spread on Variable Rate 1.00% 1.00%    
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member] | JPMorgan ABL Credit Agreement [Member]        
Credit Facilities (Details) [Line Items]        
Debt Instrument, Basis Spread on Variable Rate   1.50%    
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | JPMorgan ABL Credit Agreement [Member]        
Credit Facilities (Details) [Line Items]        
Debt Instrument, Basis Spread on Variable Rate   2.00%    
Debt Instrument, Basis Spread on Variable Rate, Constant Spread Adjustment   0.10%    
v3.24.2.u1
Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]        
Income Tax Expense (Benefit) $ 2,281 $ 1,478 $ (4,447) $ 95
Effective Income Tax Rate Reconciliation, Percent 30.20% 19.30% 33.20% 9.90%
v3.24.2.u1
Earnings (Loss) Per Share (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Earnings (Loss) Per Share (Details) [Line Items]            
Preferred Stock, Shares Outstanding (in Shares)     200,000   200,000  
Preferred Stock, Shares Issued (in Shares)     200,000   200,000  
Temporary Equity, Dividends, Adjustment [1] $ 0   $ 373 $ 0 $ 740  
Derivative Liability 0     0   $ 29,947
Preferred stock redemption [Member]            
Earnings (Loss) Per Share (Details) [Line Items]            
Temporary Equity, Dividends, Adjustment   $ 400        
Convertible Debt Securities [Member]            
Earnings (Loss) Per Share (Details) [Line Items]            
Temporary Equity, Dividends, Adjustment     $ 400   $ 700  
Derivative Liability $ 1,300     $ 1,300    
Restricted Stock Units (RSUs) [Member]            
Earnings (Loss) Per Share (Details) [Line Items]            
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares)       514,687    
[1] The 200,000 shares issued and outstanding as of June 30, 2023 were non-participating. A preferred dividend of $0.4 million was accrued for Q1 2024 and included in the preferred stock redemption.
v3.24.2.u1
Earnings (Loss) Per Share (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Schedule Of Earnings Per Share Basic And Diluted Abstract            
Net income (loss) $ 5,266   $ 6,182   $ (8,959) $ 864
Net income (loss) attributable to non-controlling interests 0   (273)   280 (278)
Net income (loss) attributable to JAKKS Pacific, Inc. 5,266 $ (14,505) 6,455 $ (5,313) (9,239) 1,142
Preferred stock dividend* [1] 0   373   0 740
Redemption of preferred stock 0   0   1,330 0
Net income (loss) attributable to common stockholders ** [2] $ 5,266   $ 6,082   $ (7,909) $ 402
Weighted average common shares outstanding - basic (in Shares) 10,801,000   9,871,000   10,577,000 9,871,000
Earnings (loss) per share available to common stockholder- basic (in Dollars per share) $ 0.49   $ 0.62   $ (0.75) $ 0.04
Weighted average common shares outstanding - diluted (in Shares) 11,245,000   10,532,000   10,577,000 10,428,000
Earnings (loss) per share available to common stockholder- diluted (in Dollars per share) $ 0.47   $ 0.58   $ (0.75) $ 0.04
[1] The 200,000 shares issued and outstanding as of June 30, 2023 were non-participating. A preferred dividend of $0.4 million was accrued for Q1 2024 and included in the preferred stock redemption.
[2] Net income (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 six months ended June 30, 2024 and the preferred stock dividend of $0.4 million and $0.7 million for the three and six months ended June 30, 2023.
v3.24.2.u1
Common Stock and Preferred Stock (Details)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Mar. 11, 2024
USD ($)
$ / shares
shares
Jul. 01, 2022
USD ($)
Aug. 09, 2019
$ / shares
shares
Jun. 30, 2024
USD ($)
$ / shares
shares
Mar. 31, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
$ / shares
shares
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
$ / shares
shares
Common Stock and Preferred Stock (Details) [Line Items]                  
At Market Issuance Sales Agreement, Offering, Maximum   $ 75,000              
Additional Securities Available   $ 150,000              
Temporary Equity, Shares Issued (in Shares) | shares     200,000       200,000
Temporary Equity, Par or Stated Value Per Share (in Dollars per share) | $ / shares     $ 0.001 $ 0.001     $ 0.001   $ 0.001
Payments for Repurchase of Redeemable Preferred Stock $ 20,000           $ 20,000 $ 0  
Stock Issued During Period, Shares, New Issues (in Shares) | shares 571,295                
Stock Issued During Period, Value, New Issues $ 15,000       $ 1        
Shares Issued, Price Per Share (in Dollars per share) | $ / shares $ 26.26                
Derivative Liability       $ 0     $ 0   $ 29,947
Temporary Equity, Redemption Price Per Share (in Dollars per share) | $ / shares $ 100                
Temporary Equity, Quarterly Dividend Rate             6.00%    
Dividends         $ 400   $ 700  
Mandatorily Redeemable Preferred Stock, Fair Value Disclosure                 26,000
Preferred Stock, Liquidation Preference, Value                 39,000
Minimum [Member]                  
Common Stock and Preferred Stock (Details) [Line Items]                  
Temporary Equity, Liquidation Preference Percent Of Accreted Amount     20.00%            
Maximum [Member]                  
Common Stock and Preferred Stock (Details) [Line Items]                  
Temporary Equity, Liquidation Preference Percent Of Accreted Amount     150.00%            
Restricted Stock [Member]                  
Common Stock and Preferred Stock (Details) [Line Items]                  
Restricted Stock Award, Forfeitures             $ 300   $ 600
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures (in Shares) | shares             17,471   34,588
Executive Officer [Member]                  
Common Stock and Preferred Stock (Details) [Line Items]                  
Number Of Executive Officers       3     3   3
Executive Officer [Member] | Restricted Stock [Member]                  
Common Stock and Preferred Stock (Details) [Line Items]                  
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited (in Shares) | shares             147,612   157,019
Restricted Stock Award, Forfeitures             $ 5,100   $ 3,100
Fair Value, Recurring [Member] | Redeemable Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member]                  
Common Stock and Preferred Stock (Details) [Line Items]                  
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value                 29,900
Series A Preferred Stock [Member]                  
Common Stock and Preferred Stock (Details) [Line Items]                  
Dividends Payable, Current                 6,000
Redeemable Preferred Stock [Member]                  
Common Stock and Preferred Stock (Details) [Line Items]                  
Dividends             $ 400    
Dividends Payable                 $ 6,000
v3.24.2.u1
Schedule of Series A Preferred Stock (Details) - Schedule of Series A Preferred Stock - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Stockholders' Equity Note [Abstract]            
Temporary Equity, Carrying Amount, Attributable to Parent $ 0 $ 0 $ 5,230 $ 4,857 $ 5,992 $ 4,490
Temporary Equity, Accretion of Dividends $ 0 390 $ 373 367    
Temporary Equity, Accretion to Redemption Value   $ 6,382   $ 0    
v3.24.2.u1
Joint Ventures (Details) - Joint Venture With Meisheng Cultural & Creative Corp. [Member] - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 01, 2023
May 10, 2023
Joint Ventures (Details) [Line Items]            
Equity Method Investment, Ownership Percentage         50.00% 51.00%
Net Income (Loss) Attributable to Noncontrolling Interest $ 0.3 $ 0.3 $ 0.3    
v3.24.2.u1
Comprehensive Income (Loss) (Details) - Comprehensive Loss - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Comprehensive Loss Abstract            
Net income (loss) $ 5,266   $ 6,182   $ (8,959) $ 864
Other comprehensive income (loss):            
Foreign currency translation adjustment (116) $ (565) 1,129 $ 332 (681) 1,461
Comprehensive income (loss) 5,150   7,311   (9,640) 2,325
Less: Comprehensive income (loss) attributable to non-controlling interests 0   (273)   280 (278)
Comprehensive income (loss) attributable to JAKKS Pacific, Inc. $ 5,150   $ 7,584   $ (9,920) $ 2,603
v3.24.2.u1
Share-Based Payments (Details)
$ in Millions
6 Months Ended
Jun. 30, 2024
USD ($)
Restricted Stock [Member]  
Share-Based Payments (Details) [Line Items]  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount (in Dollars) $ 20.3
Restricted Stock Units (RSUs) [Member]  
Share-Based Payments (Details) [Line Items]  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount (in Dollars) $ 14.5
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition 2 years
Minimum [Member] | Restricted Stock [Member]  
Share-Based Payments (Details) [Line Items]  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period 1 year
Maximum [Member] | Restricted Stock [Member]  
Share-Based Payments (Details) [Line Items]  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period 4 years
v3.24.2.u1
Share-Based Payments (Details) - Share-based Payment Arrangement, Expensed and Capitalized, Amount - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract]        
Share-based compensation expense $ 2,545 $ 1,856 $ 5,094 $ 3,945
v3.24.2.u1
Share-Based Payments (Details) - Schedule of Nonvested Restricted Stock Units Activity - Restricted Stock Units (RSUs) [Member]
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Share-Based Payments (Details) - Schedule of Nonvested Restricted Stock Units Activity [Line Items]  
Outstanding, Number of Shares | shares 1,306,406
Outstanding, Weighted Average Grant Date Fair Value | $ / shares $ 16.47
Awarded, Number of Shares | shares 126,134
Awarded, Weighted Average Grant Date Fair Value | $ / shares $ 35.14
Vested, Number of Shares | shares (280,996)
Vested, Weighted Average Grant Date Fair Value | $ / shares $ 11.78
Forfeited, Number of Shares | shares (17,471)
Forfeited, Weighted Average Grant Date Fair Value | $ / shares $ 16.18
Outstanding, Number of Shares | shares 1,134,073
Outstanding, Weighted Average Grant Date Fair Value | $ / shares $ 19.84
v3.24.2.u1
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - Fair Value, Recurring [Member] - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Redeemable Preferred Stock [Member] | Reported Value Measurement [Member]    
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]    
Deferred compensation $ 1,549 $ 41
Redeemable Preferred Stock [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member]    
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]    
Deferred compensation 1,549 41
Redeemable Preferred Stock [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]    
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]    
Deferred compensation 0 0
Redeemable Preferred Stock [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member]    
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]    
Deferred compensation $ 0 0
Redeemable Preferred Stock [Member] | Money Market Funds [Member]    
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]    
Assets fair value   45,130
Redeemable Preferred Stock [Member] | Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]    
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]    
Assets fair value   45,130
Redeemable Preferred Stock [Member] | Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]    
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]    
Assets fair value   0
Redeemable Preferred Stock [Member] | Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]    
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]    
Assets fair value   0
Preferred stock derivative liability [Member] | Reported Value Measurement [Member]    
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]    
Derivative liability   29,947
Preferred stock derivative liability [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member]    
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]    
Derivative liability   0
Preferred stock derivative liability [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]    
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]    
Derivative liability   0
Preferred stock derivative liability [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member]    
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]    
Derivative liability   $ 29,947
v3.24.2.u1
Fair Value Measurements (Details) - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation - Fair Value, Recurring [Member] - 3.25% Convertible Senior Notes Due 2023 [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Balance $ 29,947 $ 21,918
Change in fair value 0 5,875
Extinguishment through redemption of preferred stock (29,947) 0
Balance $ 0 $ 27,793
v3.24.2.u1
Fair Value Measurements (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques
$ in Thousands
12 Months Ended
Dec. 31, 2023
USD ($)
Measurement Input Change-in-control Probability [Member]  
Fair Value Measurements (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items]  
Fair Value (in Dollars) $ 29,947
Valuation Technique Discounted Cash Flow
Unobservable Inputs Change-in-control probability assumptions
Measurement Input Change-in-control Probability [Member] | Minimum [Member]  
Fair Value Measurements (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items]  
Range (Weighted Average) 0
Measurement Input Change-in-control Probability [Member] | Maximum [Member]  
Fair Value Measurements (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items]  
Range (Weighted Average) 100
Measurement Input Timing Of Change-in-control Assumptions [Member]  
Fair Value Measurements (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items]  
Unobservable Inputs Timing of change-in-control assumptions
Measurement Input Timing Of Change-in-control Assumptions [Member] | Minimum [Member]  
Fair Value Measurements (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items]  
Range (Weighted Average) 1
Measurement Input Timing Of Change-in-control Assumptions [Member] | Maximum [Member]  
Fair Value Measurements (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items]  
Range (Weighted Average) 10
Measurement Input, Discount Rate [Member]  
Fair Value Measurements (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items]  
Unobservable Inputs Discount Rate
Measurement Input, Discount Rate [Member] | Minimum [Member]  
Fair Value Measurements (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items]  
Range (Weighted Average) 8
Measurement Input, Discount Rate [Member] | Maximum [Member]  
Fair Value Measurements (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items]  
Range (Weighted Average) 10
Measurement Input, Expected Dividend Rate [Member]  
Fair Value Measurements (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items]  
Unobservable Inputs Market yield* [1]
Range (Weighted Average) 6.3 [1]
[1] Represents the hypothetical market yield
v3.24.2.u1
Related Party Transactions (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Dec. 01, 2023
May 10, 2023
Related Party Transactions (Details) [Line Items]              
Related Party Transaction, Amounts of Transaction $ 13,900 $ 19,100 $ 28,800 $ 28,400      
Due To Related Parties Current And Noncurrent 19,130   19,130   $ 12,259    
Inventory Related Payments [Member] | Hong Kong Meisheng Cultural Company Limited [Member]              
Related Party Transactions (Details) [Line Items]              
Due To Related Parties Current And Noncurrent $ 19,100   $ 19,100   $ 12,300    
Joint Venture With Meisheng Cultural & Creative Corp. [Member]              
Related Party Transactions (Details) [Line Items]              
Equity Method Investment, Ownership Percentage           50.00% 51.00%
v3.24.2.u1
Prepaid Expenses and Other Assets (Details) - Deferred Costs, Capitalized, Prepaid, and Other Assets - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Deferred Costs Capitalized Prepaid And Other Assets Abstract    
Income tax receivable $ 16,670 $ 2,672
Prepaid expenses 4,342 1,724
Royalty advances 3,607 1,450
Other assets 1,553 243
Employee retention credit 285 285
Prepaid expenses and other assets $ 26,457 $ 6,374

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