JAKKS PACIFIC INC
For the period ended Dec 31, 2023. Filed Mar 15, 2024.
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FY2023 · Filed Mar 15, 2024
JAKK$36.39+2.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
| (1) | Financial Statements (included in Item 8): |
| ● | Reports of Independent Registered Public Accounting Firm |
| ● | Consolidated Balance Sheets as of December 31, 2023 and 2022 |
| ● | Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 |
| ● | Consolidated Statements of Other Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021 |
| ● | Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021 |
| ● | Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 |
| ● | Notes to Consolidated Financial Statements |
| (2) | Financial Statement Schedules (included in Item 8): |
| (3) | Exhibits: |
| Exhibit Number | Description |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company (1) |
| 3.1.1 | Certificate of Designations of Series A Senior Preferred Stock (28) |
| 3.1.2 | Certificate of Amendment to Certificate of Designations of Series A Senior Preferred Stock (31) |
| 3.1.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (32) |
| 3.1.4 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (34) |
| 3.1.5 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (37) |
| 3.1.6 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (42) |
| 3.1.7 | Amended and Restated Certificate of Designations of Series A Senior Preferred Stock (42) |
| 3.2.1 | Second Amended and Restated By-Laws of the Company (28) |
| 3.2.2 | Third Amended and Restated By-Laws of the Company (42) |
| 3.4 | Amendment No. 1 to Third Amended and Restated By-Laws of the Company (**) |
| 4.1 | Indenture dated July 24, 2013 by and between the Registrant and Wells Fargo Bank, N.A (3) |
| 4.2 | Form of 4.25% Senior Convertible Note (3) |
| 4.2.1 | Convertible Senior Note due November 7, 2020 (24) |
| 4.2.2 | Convertible Senior Note due November 1, 2020 (25) |
| 4.3 | Credit Agreement dated as of March 27, 2014 by and among Registrant and its U.S. wholly-owned subsidiaries and General Electric Capital Corporation (10) |
| 4.3.1 | Fourth Amendment to Credit Agreement dated as of June 5, 2015 by and among Registrant and its U.S. wholly-owned subsidiaries and General Electric Capital Corporation (20) |
| 4.3.2 | Eleventh Amendment to Credit Agreement dated as of June 14, 2018 by and among Registrant and its wholly-owned U.S. subsidiaries and Wells Fargo Bank, National Association (27) |
| 4.4 | Revolving Loan Note dated March 27, 2014 by Registrant and its U.S. wholly-owned subsidiaries in favor of General Electric Capital Corporation (10) |
| 4.5 | Indenture dated June 9, 2014 by and between the Registrant and Wells Fargo Bank, N.A (19) |
| 4.6 | Form of 4.875% Senior Convertible Note (19) |
| 4.7 | Term Loan Agreement dated as of June 14, 2018 by and among Registrant and certain of its wholly-owned subsidiaries and GACP Finance Co., LLC (27) |
| 4.8 | Term Note dated June 14, 2018 by and among Registrant and certain of its wholly-owned subsidiaries in favor of GACP II L.P. (27) |
| 10.1.1 | Third Amended and Restated 1995 Stock Option Plan (4) |
| 10.1.2 | 1999 Amendment to Third Amended and Restated 1995 Stock Option Plan (5) |
| 10.1.3 | 2000 Amendment to Third Amended and Restated 1995 Stock Option Plan (6) |
| 10.1.4 | 2001 Amendment to Third Amended and Restated 1995 Stock Option Plan (7) |
| 10.2 | 2002 Stock Award and Incentive Plan (8) |
| 10.2.1 | 2008 Amendment to 2002 Stock Award and Incentive Plan (9) |
| 10.2.2 | 2021 Amendment to 2002 Stock Award and Incentive Plan (38) |
| 10.2.3 | 2023 Amendment to 2002 Stock award and Incentive plan (47) |
| 10.4.1 | Second Amended and Restated Employment Agreement between the Company and Stephen G. Berman dated as of November 11, 2010 (11) |
| 10.4.2 | Clarification Letter dated October 20, 2011 with respect to Mr. Berman’s Second Amended and Restated employment agreement (12) |
| 10.4.3 | Amendment Number One dated September 21, 2012 to Mr. Berman’s Second Amended and Restated Employment Agreement (13) |
| 10.4.4 | Amendment Number Two dated June 7, 2016 to Mr. Berman’s Second Amended and Restated Employment Agreement (21) |
| 10.4.5 | Amendment Number Three dated August 9, 2019 to Mr. Berman’s Second Amended and Restated Employment Agreement (28) |
| 10.4.6* | Amendment Number Four dated November 18, 2019 to Mr. Berman’s Second Amended and Restated Employment Agreement (30) |
| 10.4.7 | Amendment Number Five dated February 18, 2021 to Mr. Berman’s Second Amended and Restated Employment Agreement (36) |
| 10.4.8 | Amendment Number Six dated September 27, 2021 to Mr. Berman’s Second Amended and Restated Employment Agreement (39) |
| 10.4.9 | Amendment Number Seven dated October 25, 2022 to Mr. Berman’s Second Amended and Restated Employment Agreement (43) |
| 10.4.10 | Amendment Number Eight dated March 30, 2023 to Mr. Berman’s Second Amended and Restated Employment Agreement (48) |
| 10.5 | Office Lease dated November 18, 1999 between the Company and Winco Maliview Partners (14) |
| 10.6 | Form of Restricted Stock Agreement (10) |
| 10.6.1 | Form of Restricted Stock Unit Agreement (39) |
| 10.7 | Employment Agreement between the Company and Joel M. Bennett, dated October 21, 2011 (12) |
| 10.7.1 | Continuation and Extension of Term of Employment Agreement Between JAKKS Pacific, Inc. and Joel M. Bennett dated February 18, 2014 (15) |
| 10.7.2 | Amendment Extending Term of Employment Agreement Between JAKKS Pacific, Inc. and Joel M. Bennett dated June 11, 2015 (20) |
| 10.7.3 | Letter Agreement dated December 27, 2017 between the Company and Joel M. Bennett (23) |
| 10.8 | Employment Agreement between the Company and John a/k/a Jack McGrath, dated March 4, 2010 (16) |
| 10.8.1 | First Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated August 23, 2011 (16) |
| 10.8.2 | Second Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated May 15, 2013 (17) |
| 10.8.3 | Third Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated June 11, 2015 (20) |
| 10.8.4 | Fourth Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated September 29, 2016 (22) |
| 10.8.5 | Fifth Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated February 28, 2018 (33) |
| 10.8.6 | Sixth Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated December 31, 2019 (29) |
| 10.8.7 | Seventh Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated June 18, 2021 (41) |
| 10.8.8 | Eighth Amendment to Employment Agreement between the Company and John a/k/a Jack McGrath, dated September 27, 2021 (39) |
| 10.8.9 | Eighth Amendment to Employment Agreement between the Company and John a//k/a Jack McGrath, dated March 7, 2023 (49) |
| 10.8.10 | Assignment Agreement dated March 7, 2023 with John a/k/a Jack McGrath (50) |
| 10.9 | Exchange Agreement dated November 7, 2017 between the Company and Oasis Investments II Master Fund Ltd. (24) |
| 10.10 | Exchange Agreement dated July 25, 2018 between the Company and Oasis Investments II Master Fund Ltd. (25) |
| 10.11 | Employment Agreement between the Company and Brent T. Novak, dated April 1, 2018 (26) |
| 10.11.1 | Correction Letter dated February 28, 2019 with respect to Mr. Novak’s Employment Agreement (33) |
| 10.12* | Letter Agreement dated November 18, 2019 between the Company and John L. Kimble (30) |
| 10.12.1 | First Amendment to Employment Agreement between the Company and John L. Kimble dated February 18, 2021 (36) |
| 10.12.2 | Second Amendment to Employment Agreement between the Company and John L. Kimble dated September 27, 2021 (39) |
| 10.12.3 | Second Amendment to Employment Agreement between the Company and John L. Kimble dated October 25, 2022 (43) |
| 10.13* | Transaction Agreement, dated as of August 7, 2019, by and among the Company, certain of the Company’s affiliates and subsidiaries, certain holders of the Company’s 4.875% Convertible Senior Notes due 2020 and Oasis Investments II Master Fund Ltd. (28) |
| 10.14* | Amended and Restated Credit Agreement, dated as of August 9, 2019, by and among the Company, Disguise, Inc., JAKKS Sales LLC, Maui, Inc., Moose Mountain Marketing, Inc. and Kids Only, Inc., as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as agent (28) |
| 10.14.1 | Consent and Amendment No. 3 to Amended and Restated Credit Agreement (35) |
| 10.15* | First Lien Term Loan Facility Credit Agreement, dated as of August 9, 2019, by and among the Company, the financial institutions party thereto, as lenders, and Cortland Capital Market Services LLC, as agent (28) |
| 10.15.1 | Amendment No. 2 to First Lien Term Loan Facility Credit Agreement (35) |
| 10.16 | Amended and Restated Convertible Senior Note due 2023 issued to Oasis Investments II Master Fund Ltd. in the face amount of $21,550,000 (28) |
| 10.17 | Amended and Restated Convertible Senior Note due 2023 issued to Oasis Investments II Master Fund Ltd. in the face amount of $8,000,000 (28) |
| 10.18 | Convertible Senior Note due 2023 issued to Oasis Investments II Master Fund Ltd. in the face amount of $8,000,000 (28) |
| 10.19* | Amended and Restated Registration Rights Agreement, dated as of August 9, 2019, by and between JAKKS Pacific, Inc. and Oasis Investments II Master Fund Ltd. (28) |
| 10.20* | Credit Agreement, dated as of June 2, 2021, by and among JAKKS Pacific, Inc., Disguise, Inc., JAKKS Sales LLC, and Moose Mountain Marketing, Inc., as borrowers, other Loan Parties hereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (40) |
| 10.21* | First Lien Term Loan Facility Credit Agreement, dated as of June 2, 2021, by and among JAKKS Pacific, Inc. and its subsidiaries parties thereto as borrowers, the lenders party thereto, as lenders, and BSP Agency, LLC, as agent (40) |
| 10.21.1* | First Amendment to First Lien Term Loan Facility Credit Agreement, dated as of June 2, 2021, by and among JAKKS Pacific, Inc. and its subsidiaries parties thereto as borrowers, the lenders party thereto, as lenders, and BSP Agency, LLC, as agent (44) |
| 10.22 | Termination of Voting Agreement dated August 3, 2022 between the Company and its Preferred Stockholders (45) |
| 10.23 | At Market Issuance Sales Agreement between Registrant and B. Riley Securities, Inc. dated October 20, 2022 (46) |
| 14 | Code of Ethics (18) |
| 21 | Subsidiaries of the Company (**) |
| 23.1 | Consent of BDO USA, P.C. (**) |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Stephen G. Berman (**) |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of John L. Kimble (**) |
| 32.1 | Section 1350 Certification of Stephen G. Berman (**) |
| 32.2 | Section 1350 Certification of John L. Kimble (**) |
| 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 previously as Appendix 2 to the Company’s Schedule 14A Proxy Statement, filed August 23, 2002, and incorporated herein by reference. |
| (2) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 21, 2011, and incorporated herein by reference. |
| (3) | Filed previously as an exhibit to the Company's Current Report on Form 8-K filed July 24, 2013 and incorporated herein by reference. |
| (4) | Filed previously as Appendix A to the Company’s Schedule 14A Proxy Statement, filed June 23, 1998, and incorporated herein by reference. |
| (5) | Filed previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg. No. 333-90055), filed November 1, 1999, and incorporated herein by reference. |
| (6) | Filed previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg. No. 333-40392), filed June 29, 2000, and incorporated herein by reference. |
| (7) | Filed previously as Appendix B to the Company’s Schedule 14A Proxy Statement, filed June 11, 2001, and incorporated herein by reference. |
| (8) | Filed previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg. No. 333-101665), filed December 5, 2002, and incorporated herein by reference. |
| (9) | Filed previously as an exhibit to the Company’s Schedule 14A Proxy Statement, filed August 20, 2008, and incorporated herein by reference. |
| (10) | Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2002, filed March 31, 2003, and incorporated herein by reference. |
| (11) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed November 17, 2010, and incorporated herein by reference. |
| (12) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 21, 2011, and incorporated herein by reference. |
| (13) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed September 25, 2012, and incorporated herein by reference. |
| (14) | Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1999, filed March 30, 2000, and incorporated herein by reference. |
| (15) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed February 20, 2014, and incorporated herein by reference. |
| (16) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed August 24, 2011, and incorporated herein by reference. |
| (17) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed May 21, 2013, and incorporated herein by reference. |
| (18) | Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2003, filed March 15, 2004, and incorporated herein by reference. |
| (19) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 9, 2014 and incorporated herein by reference. |
| (20) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 16, 2015 and incorporated herein by reference. |
| (21) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 9, 2016 and incorporated herein by reference. |
| (22) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed September 30, 2016 and incorporated herein by reference. |
| (23) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed December 29, 2017 and incorporated herein by reference. |
| (24) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed November 11, 2017 and incorporated herein by reference. |
| (25) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed July 26, 2018 and incorporated herein by reference. |
| (26) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed April 2, 2018 and incorporated herein by reference. |
| (27) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 15, 2018 and incorporated herein by reference. |
| (28) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed August 9, 2019 and incorporated herein by reference. |
| (29) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed January 2, 2020 and incorporated herein by reference. |
| (30) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed November 20, 2019 and incorporated herein by reference. |
| (31) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed September 23, 2019 and incorporated herein by reference. |
| (32) | Filed previously as an annex to the Company’s Schedule 14A filed October 28, 2019 and incorporated herein by reference. |
| (33) | Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2018, filed March 18, 2019, and incorporated herein by reference. |
| (34) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed July 9, 2020 and incorporated herein by reference. |
| (35) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 19, 2020 and incorporated herein by reference. |
| (36) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed February 19, 2021 and incorporated herein by reference. |
| (37) | Filed previously as an annex to the Company’s Schedule 14A filed March 16, 2021 and incorporated herein by reference. |
| (38) | Filed previously as an annex to the Company’s Schedule 14A filed October 8, 2021 and incorporated herein by reference. |
| (39) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 1, 2021 and incorporated herein by reference. |
| (40) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 3, 2021 and incorporated herein by reference. |
| (41) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 24, 2021 and incorporated herein by reference. |
| (42) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed November 15, 2022 and incorporated herein by reference. |
| (43) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 28, 2022 and incorporated herein by reference. |
| (44) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed May 2, 2022 and incorporated herein by reference. |
| (45) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed August 4, 2022 and incorporated herein by reference. |
| (46) | Filed previously as an exhibit to the Company’s Registration Statement on Form S-3/A filed on October 27, 2022 and incorporated herein by reference. |
| (47) | Filed previously as an annex to the Company’s Revised Schedule 14A filed November 9, 2023 and incorporated herein by reference. |
| (48) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed March 31, 2023 and incorporated herein by reference. |
| (49) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed March 10, 2023 and incorporated herein by reference. |
| (50) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed March 10, 2023 and incorporated herein by reference. |
| (*) | Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. The Company agrees to furnish supplementally any omitted schedules to the Securities and Exchange Commission upon request. |
|---|---|
| (**) | Filed herewith. |
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