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.





Explanatory Note



As of the date of filing of this Quarterly Report on Form 10-Q (this "Report"),
there continue to be uncertainties regarding the current Novel Coronavirus
("COVID-19") pandemic, including the scope of health issues, the duration of the
pandemic, and the continuing local and worldwide social, and economic
disruption. To date, the COVID-19 pandemic has had far-reaching impacts on many
aspects of the operations of JAKKS Pacific, Inc. (the "Company," "we," "our" or
"us"), including on consumer behavior, customer store traffic, production
capabilities, timing of product availability, our employees' personal and
business lives, and the market generally. The scope and nature of these impacts
continue to evolve each day. The COVID-19 pandemic has resulted in, and may
continue to result in, regional and local quarantines, labor stoppages and
shortages, changes in consumer purchasing patterns, mandatory or elective
shut-downs of retail locations, disruptions to supply chains, including the
inability of our suppliers and service providers to deliver materials and
services on a timely basis, or at all, severe market volatility, liquidity
disruptions, and overall economic instability, which, in many cases, have had,
and we expect will continue to have, adverse impacts on our business, financial
condition and results of operations. This situation is changing rapidly, and
additional impacts may arise that we are not aware of currently.



In light of the uncertain and rapidly evolving situation relating to the COVID-19 pandemic, we have taken certain precautionary measures over the past two years intended to help minimize the risk to our Company, employees and customers. A recap of the key elements as of today would include the following:





   •  On March 23, 2020, we encouraged
      our staff to begin working from
      home. In the US, we began to
      return to an in-office working
      model in July 2021, but paused
      that transition in consideration
      of the rise in cases
      attributable to the
      Delta-variant of COVID-19. As of
      March 31, 2022, we have returned
      to an in-office operating model
      in our US offices. We continue
      to monitor federal, state and
      local guidelines;




   •  Although our distribution center
      in the City of Industry,
      California currently continues
      to operate, we continue to
      evaluate its operations, and may
      elect, or be required, to shut
      down its operations temporarily
      at any time in the future;




   •  We are slowly increasing
      employee attendance at industry
      events and in-person
      work-related meetings.




Each of the remedial measures taken by us has had, and we expect will continue
to have, adverse impacts on our current business, financial condition and
results of operations, and may create additional risks for us. While we
anticipate that the foregoing measures are temporary, we cannot predict the
specific duration for which these precautionary measures will stay in effect,
and we may elect or need to take additional measures as the information
available to us continues to develop, including with respect to our employees,
inventory receipts, and relationships with our licensors. We expect to continue
to assess the evolving impact of the COVID-19 pandemic on our customers,
consumers, employees, supply chain, and operations, and intend to make
adjustments to our responses accordingly. However, the extent to which the
COVID-19 pandemic and our precautionary measures in response thereto may impact
our business, financial condition, and results of operations will depend on how
the COVID-19 pandemic and its impact continues to develop in the United States
and elsewhere in the world, which remains highly uncertain and cannot be
predicted at this time.



In light of these uncertainties, for purposes of this report, except where
otherwise indicated, the descriptions of our business, our strategies, our risk
factors, and any other forward-looking statements, including regarding us, our
business and the market generally, do not reflect the potential impact of the
COVID-19 pandemic or our responses thereto. In addition, the disclosures
contained in this report are made only as of the date hereof, and we undertake
no obligation to publicly update or revise any forward-looking statement as a
result of new information, future events or otherwise, except as otherwise
required by law. For further information, see "Disclosure Regarding
Forward-Looking Statements" and "Risk Factors."



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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 excluding the impact of
COVID-19, as described above in "Explanatory Note"), 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 "Explanatory Note" and "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 Policies & Estimates





The accompanying condensed consolidated financial statements and supplementary
information were prepared in accordance with accounting principles generally
accepted in the United States of America. Significant accounting policies are
discussed in Note 2 to the consolidated financial statements set forth in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Inherent
in the application of many of these accounting policies is the need for
management to make estimates and judgments in the determination of certain
revenues, expenses, assets and liabilities. As such, materially different
financial results can occur as circumstances change and additional information
becomes known. The policies with the greatest potential effect on our results of
operations and financial position include:



Allowance for Doubtful Accounts. Our allowance for doubtful accounts is based
upon management's assessment of the business environment, customers' financial
condition, historical collection experience, accounts receivable aging, customer
disputes and the collectability of specific customer accounts. If there were a
deterioration of a major customer's creditworthiness, or actual defaults were
higher than our historical experience, our estimates of the recoverability of
amounts due to us could be overstated, which could have an adverse impact on our
operating results. Our allowance for doubtful accounts is also affected by the
time at which uncollectible accounts receivable balances are actually written
off.



Major customers' accounts are monitored on an ongoing basis and more in-depth
reviews are performed based upon changes in a customer's financial condition
and/or the level of credit being extended. When a significant event occurs, such
as a bankruptcy filing by a specific customer, and on a quarterly basis, the
allowance is reviewed for adequacy and the balance or accrual rate is adjusted
to reflect current risk prospects. When certain shocks to the market occur,
customers are unilaterally reviewed to assess the potential impact of that shock
on their financial stability. Many retailers have been operating under financial
duress for several years. Ultimately, we assess the risk of liquidation
bankruptcy by a customer and the associated likelihood that we will not be paid
for product shipped. To that end, it is not only outstanding accounts receivable
balances but the decisions to design and develop account-specific product and
ultimately ship product on a go-forward basis that plays into our attempts to
maximize profitability while minimizing uncollectable accounts receivable.



Revenue Recognition. Our contracts with customers only include one performance
obligation (i.e., sale of our 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 we expect to be entitled to in exchange for those goods. Our
contracts do not involve financing elements as payment terms with customers are
less than one year. Further, because revenue is recognized at the point in time
goods are sold to customers, there are no contract assets or contract liability
balances.



We disaggregate our revenues from contracts with customers by reporting segment:
Toys/Consumer Products and Costumes. We further disaggregate revenues by major
geographic region. See Note 2 to the condensed consolidated financial statements
for further information.



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We offer 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, we occasionally grant discretionary credits to
facilitate markdowns and sales of slow moving merchandise, and consequently
accrue an allowance based on historic credits and management estimates. We also
participate in cooperative advertising arrangements with some customers, whereby
we allow a discount from invoiced product amounts in exchange for customer
purchased advertising that features our 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 we generally do not allow product returns, we do make occasional
exceptions to this policy, and consequently record 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. We adjust our 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 we have sufficient history on the related estimates and do 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.


Shipping and handling activities are considered part of our obligation to transfer the products and therefore are recorded as direct selling expenses, as incurred.

Our reserve for sales returns and allowances amounted to $39.4 million as of March 31, 2022 and $46.3 million as of December 31, 2021.





Royalties. We enter into license agreements with strategic partners, inventors,
designers and others for the use of intellectual properties in our products.
These agreements may call for payment in advance or future payment of minimum
guaranteed amounts. Amounts paid in advance are recorded as an asset and charged
to expense when the related revenue is recognized. If all or a portion of the
minimum guaranteed amounts appear not to be recoverable through future use of
the rights obtained under the license, the non-recoverable portion of the
guaranty is charged to expense at that time.



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, we use
various methods including market, income and cost approaches. Based upon these
approaches, we often utilize 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. We utilize
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, we are 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. Our 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. See Note 16 to the condensed consolidated
financial statements included within for further information.



Reserve for Inventory Obsolescence. We value our inventory at the lower of cost
or net realizable value. Based upon a consideration of quantities on hand,
actual and projected sales volume, anticipated product selling prices and
product lines planned to be discontinued, slow-moving and obsolete inventory is
written down to its net realizable value.



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Failure to accurately predict and respond to consumer demand could result in us
under-producing popular items or over-producing less popular items. Furthermore,
significant changes in demand for our products would impact management's
estimates in establishing our inventory provision.



Management's estimates are monitored on a quarterly basis, and a further
adjustment to reduce inventory to its net realizable value is recorded as an
increase to cost of sales when deemed necessary under the lower of cost or net
realizable value standard.



When unexpected shocks to market demand occur, we review whether that shock has
materially impacted the value of our owned inventory. In some cases where
customers have cancelled orders, accommodation can be reached that the product
will be reordered when the customer has restarted operations (in the event of
store closures) or the customer agrees to minimize/eliminate requests for
product line refreshment (in the event of Halloween order cancellations) which
allows the inventory and in some cases raw materials to be held through to the
following calendar year without incurring any additional obsolescence.



Income Allocation for Income Taxes. Our annual income tax provision and related
income tax assets and liabilities are based upon actual income as allocated to
the various tax jurisdictions based upon our transfer pricing study, US and
foreign statutory income tax rates and tax regulations and planning
opportunities in the various jurisdictions in which we operate. Significant
judgment is required in interpreting tax regulations in the U.S. and foreign
jurisdictions, and in evaluating worldwide uncertain tax positions. Actual
results could differ materially from those judgments, and changes from such
judgments could materially affect our condensed consolidated financial
statements.



Discrete Items for Income Taxes. The discrete expense recorded in the three
months ended March 31, 2022 is $0.1 million which is related to excess tax
deficiencies fully offset by valuation allowance, foreign return-to-provision
adjustments, and state income taxes. For the comparable period in 2021, a
discrete tax expense of $22,000 was recorded related primarily to excess tax
deficiencies fully offset by valuation allowance, state income taxes and foreign
return-to-provision adjustments.



Income taxes and interest and penalties related to income tax payable. We do not
file a consolidated return for our foreign subsidiaries. We file federal and
state returns and our foreign subsidiaries each file returns as required.
Deferred taxes are provided on an asset and liability method, whereby deferred
tax assets are recognized as deductible temporary differences and operating loss
and tax credit carry-forwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some or all of the deferred tax assets will not
be realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.



Management employs a threshold and measurement process for recording in the
financial statements uncertain tax positions taken or expected to be taken in a
tax return. Tax benefits that are subject to challenge by tax authorities are
analyzed and accounted for in the income tax provision.



We accrue a tax reserve for additional income taxes, which may become payable in
future years as a result of audit adjustments by tax authorities. The reserve is
based upon management's assessment of all relevant information and is
periodically reviewed and adjusted as circumstances warrant. As of March 31,
2022 and December 31, 2021, our income tax reserves were approximately $0.2
million. The $0.2 million balance primarily relates to the potential tax
settlements in Hong Kong. Our income tax reserves are included in income tax
payable on the condensed consolidated balance sheets and within provision for
(benefit from) income taxes on the condensed consolidated statements of
operations.



We recognize current period interest expense and penalties and the reversal of
previously recognized interest expense and penalties that has been determined to
not be assessable due to the expiration of the related audit period or other
compelling factors on the income tax liability for unrecognized tax benefits as
a component of the income tax provision recognized in the condensed consolidated
statements of operations.


New Accounting Pronouncements.

See Note 1 to the condensed consolidated financial statements.


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Results of Operations


The following unaudited table sets forth, for the periods indicated, certain statement of income data as a percentage of net sales:





                                                                  Three Months Ended March 31,
                                                                           (Unaudited)
                                                                   2022                  2021
Net sales                                                              100.0 %               100.0 %
Cost of sales:
Cost of goods                                                           59.6                  52.5
Royalty expense                                                         14.6                  15.0
Amortization of tools and molds                                          1.1                   1.4
Cost of sales                                                           75.3                  68.9
Gross profit                                                            24.7                  31.1
Direct selling expenses                                                  4.1                   8.1
General and administrative expenses                                     20.8                  25.6
Depreciation and amortization                                            0.5                   0.7
Selling, general and administrative expenses                            25.4                  34.4
Loss from operations                                                    (0.7 )                (3.3 )
Other income, net                                                        0.1                   0.1
Change in fair value of preferred stock derivative liability            (0.5 )                (8.8 )
Change in fair value of convertible senior notes                           -                 (10.8 )
Interest income                                                            -                     -
Interest expense                                                        (1.8 )                (5.8 )
Loss before provision for income taxes                                  (2.9 )               (28.6 )
Provision for income taxes                                               0.3                   0.1
Net loss                                                                (3.2 )               (28.7 )
Net income (loss) attributable to non-controlling interests             (0.1 )                   -
Net loss attributable to JAKKS Pacific, Inc.                            (3.1   )%            (28.7 )%




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The following unaudited table summarizes, for the periods indicated, certain statements of operations data by segment (in thousands):





                            Three Months Ended March 31,
                                     (Unaudited)
                              2022                 2021
Net Sales
Toys/Consumer Products   $       111,123       $      79,875
Costumes                           9,758               3,968
                                 120,881              83,843
Cost of Sales
Toys/Consumer Products            82,966              54,192
Costumes                           7,998               3,557
                                  90,964              57,749
Gross Profit
Toys/Consumer Products            28,157              25,683
Costumes                           1,760                 411
                         $        29,917       $      26,094

Comparison of the Three Months Ended March 31, 2022 and 2021

Net Sales



Toys/Consumer Products. Net sales of our Toys/Consumer Products segment were
$111.1 million for the three months ended March 31, 2022 compared to $79.9
million for the prior year period, representing an increase of $31.2 million, or
39.0%. The Doll/Dress-Up/Nurturing Play and Action Play and Collectibles
division sales increased, led by Disney Encanto™ and Sonic the Hedgehog®.



Costumes. Net sales of our Costumes segment were $9.8 million for the three
months ended March 31, 2022 compared to $4.0 million for the prior year period,
representing an increase of $5.8 million, or 145%. Much of the increase in sales
was related to delayed Q4 2021 customer FOB shipments occurring in Q1 2022.



Cost of Sales



Toys/Consumer Products. Cost of sales of our Toys/Consumer Products segment was
$83.0 million, or 74.7% of related net sales for the three months ended March
31, 2022 compared to $54.2 million, or 67.8% of related net sales for the prior
year period, representing an increase of $28.8 million, or 53.1%. The increase
in dollars is related to higher overall sales. The increase as a percentage of
net sales, year over year, is due to higher freight costs, slightly offset by
lower product costs.



Costumes. Cost of sales of our Costumes segment was $8.0 million, or 81.6% of
related net sales for the three months ended March 31, 2022, compared to $3.6
million, or 90.0% of related net sales for the prior year period, representing
an increase in dollars of $4.4 million, or 122.2%. The increase in dollars is
related to higher overall sales. The decrease as a percentage of net sales was
primarily driven by a lower average royalty rate.



Selling, General and Administrative Expenses





Selling, general and administrative expenses were $30.7 million for the three
months ended March 31, 2022 compared to $28.8 million for the prior year period
constituting 25.4% and 34.4% of net sales, respectively. Selling, general and
administrative expenses increased as a result of higher payroll costs.



Interest Expense



Interest expense was $2.2 million for the three months ended March 31, 2022, as
compared to $4.9 million in the prior year period. During the three months ended
March 31, 2022, we incurred interest expense of $2.0 million related to our 2021
BSP Term Loan and $0.2 million related to our revolving credit facility. During
the three months ended March 31, 2021, we incurred interest expense of $4.3
million related to our 2019 Recap Term Loan, $0.4 million related to our
convertible senior notes due in 2023, and $0.2 million related to our revolving
credit facility.



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Provision for Income Taxes



Our income tax expense, which includes federal, state and foreign income taxes
and discrete items, was $0.4 million, or an effective tax rate of (11.9)%, for
the three months ended March 31, 2022. During the comparable period in 2021, our
income tax expense was $0.1 million, or an effective tax rate of (0.4)%.



Seasonality and Backlog



The retail toy industry is inherently seasonal. Generally, our sales have been
highest during the third and fourth quarters, and collections for those sales
have been highest during the succeeding fourth and first quarters. Our working
capital needs have been highest during the second and third quarters as we make
royalty advance payments for some of our licenses and buy and sell inventory
subject to customer payment terms.



While we have taken steps to level sales over the entire year, sales are
expected to remain heavily influenced by the seasonality of our toy and costume
products. The result of these seasonal patterns is that operating results and
the demand for working capital may vary significantly by quarter. Orders placed
with us are generally cancelable until the date of shipment. The combination of
seasonal demand and the potential for order cancellation makes accurate
forecasting of future sales difficult and causes us to believe that backlog may
not be an accurate indicator of our future sales. Similarly, financial results
for a particular quarter may not be indicative of results for the entire year.



Liquidity and Capital Resources

As of March 31, 2022, we had working capital (inclusive of cash, cash equivalents and restricted cash) of $109.1 million, compared to $114.5 million as of December 31, 2021, representing a decrease in working capital of $5.4 million during the three-month period ended March 31, 2022.





Operating activities used net cash of $2.7 million during the three months ended
March 31, 2022, as compared to using net cash of $7.0 million in the prior year
period. The decrease in net cash used in operating activities year-over-year is
primarily due to a lower net loss, partially offset by lower non-cash charges
related to valuation adjustments for our convertible senior notes and preferred
stock derivative liability. 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 23% payable on net sales of such products. As of March 31, 2022, these
agreements required future aggregate minimum royalty guarantees of $61.4 million
exclusive of $6.7 million in advances already paid. Of this $61.4 million future
minimum royalty guarantee, $26.6 million is due over the next twelve months.



Investing activities used net cash of $1.8 million and $1.5 million for the three months ended March 31, 2022 and 2021, respectively, and consisted primarily of cash paid for the purchase of molds and tooling used in the manufacture of our products.





Financing activities used net cash of $0.9 million and $0.2 million for the
three months ended March 31, 2022 and 2021, respectively. The cash used in
financing activities during the three months ended March 31, 2022, primarily
consists of the repayment of our 2021 BSP Term Loan of $0.2 million, and the
repurchase of common stock for employee tax withholding of $0.6 million. The
cash used in financing activities during the three months ended March 31, 2021
consists of the repurchase of common stock for employee tax withholding.



As of March 31, 2022, we have $98.3 million of outstanding indebtedness under
our first-lien secured term loan (the "2021 BSP Term Loan Agreement") and we
have no outstanding indebtedness under our senior secured revolving credit
facility (the "JPMorgan ABL Facility"), aside from utilizing $17.2 million in
letters of credit.



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The First Lien Term Loan Facility Credit Agreement (the "2021 BSP Term Loan
Agreement") and the Credit Agreement with JPMorgan Chase Bank, N.A., as agent
and lender (the "JPMorgan ABL Credit Agreement") each contain negative covenants
that, subject to certain exceptions, limit our ability and our subsidiaries
ability to, among other things, incur additional indebtedness, make restricted
payments, pledge our assets as security, make investments, loans, advances,
guarantees and acquisitions, undergo fundamental changes and enter into
transactions with affiliates. The terms of the 2021 BSP Term Loan Agreement also
require us 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 we are required to maintain a Net
Leverage Ratio of 3:00x. As of the Closing Date, we must maintain a minimum cash
balance of not less than $20.0 million. The minimum cash balance can be reduced
to $15.0 million in increments of $1.0 million for every $5.0 million in
principal repayment of the 2021 BSP Term Loan. The terms of the JPMorgan ABL
Credit Agreement also subject us to a springing fixed charge coverage ratio
covenant of not less than 1.1 to 1.0 under certain circumstances. The terms of
both Agreements are described in more detail in their respective Agreements.



The 2021 BSP Term Loan Agreement and the JPMorgan ABL Agreement contain 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 each Agreement. If an event of
default occurs under either Agreement, the maturity of the amounts owed under
the 2021 BSP Term Loan Agreement and the JPMorgan ABL Agreement may be
accelerated.



We were in compliance with the financial covenants under the 2021 BSP Term Loan Agreement and the JPMorgan ABL Agreement as of March 31, 2022.

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





As of March 31, 2022 and December 31, 2021, we held cash and cash equivalents,
including restricted cash, of $39.2 million and $45.3 million, respectively.
Cash, and cash equivalents, including restricted cash held outside of the United
States in various foreign subsidiaries totaled $33.3 million and $30.7 million
as of March 31, 2022 and December 31, 2021, 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. Any such repatriation may result in foreign withholding taxes,
which we expect would not be significant as of March 31, 2022.



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 March 31, 2022 off-balance sheet arrangements include letters of credit issued by JPMorgan of $17.2 million.


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