PLBY 10-K Annual Report Dec. 31, 2021 | Alphaminr
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PLBY 10-K Fiscal year ended Dec. 31, 2021

Balance Sheet
Cash Flow
Income Statement
Debt
CIK: 1803914
Filing Type: 10-K/A
Report Date: 2021-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1803914/000180391422000020/ply-20211231.htm
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.2* Share Purchase Agreement, dated June 28, 2021, by and among PLBY Group, Inc., PLBY Australia Pty Ltd, Honey Birdette (Aust) Pty Limited, the sellers party thereto, and Ray Itaoui, as the sellers representative (incorporated by reference to Exhibit 2.1 of PLBYs Current Report on Form 8-K filed with the SEC on June 29, 2021) 3.1 Second Amended and Restated Certificate of Incorporation of PLBY Group, Inc. (incorporated by reference to Exhibit 3.1 of PLBYs Form 8-K filed with the SEC on February 16, 2021) 3.2 Amended and Restated Bylaws of PLBY Group, Inc. (incorporated by reference to Exhibit 3.2 of PLBYs Form 8-K filed with the SEC on February 16, 2021) 4.1 Description of registered securities. 10.1 Form of Subscription Agreement, dated as of September 30, 2020, by and among Mountain Crest Acquisition Corp and certain institutional and accredited investors (incorporated by reference to Exhibit 10.1 of MCACs Current Report on Form 8-K filed with the SEC on October 1, 2020). 10.2 Form of Registration Rights Agreement, dated as of September 30, 2020, by and among Mountain Crest Acquisition Corp and certain institutional and accredited investors (incorporated by reference to Exhibit 10.2 of MCACs Current Report on Form 8-K filed with the SEC on October 1, 2020). 10.3 Form of Support Agreement, dated as of September 30, 2020, by and among Playboy Enterprises, Inc., officers and directors of Mountain Crest Acquisition Corp, Sunlight Global Investment LLC, Suying Liu and Dong Liu (incorporated by reference to Exhibit 10.3 of MCACs Current Report on Form 8-K filed with the SEC on October 1, 2020). 10.4 Amended and Restated Registration Rights Agreement, dated as of February 10, 2021, by and among PLBY Group, Inc., Suying Liu, Dong Liu, Nelson Haight, Todd Milbourn, Wenhua Zhang, RT-ICON Holdings LLC, and each of the other shareholders of Playboy Enterprises, Inc. whose names are listed on Exhibit A thereto(incorporated by reference to Exhibit 10.4 of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.5 Investor Rights Agreement, dated as of February 10, 2021, by and among PLBY Group, Inc. and RT-ICON Holdings LLC(incorporated by reference to Exhibit 10.5of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.6 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.6 of MCACs Current Report on Form 8-K filed with the SEC on October 1, 2020). 10.7 Voting Agreement, dated as of February 10, 2021, by and among PLBY Group, Inc., RT-ICON Holdings LLC and Drawbridge Special Opportunities Fund LP(incorporated by reference to Exhibit 10.7of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.8 PLBY Group, Inc. 2021 Equity and Incentive Compensation Plan(incorporated by reference to Exhibit 10.8of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.9 Letter Agreement, dated June 4, 2020 by and between MCAC and Sunlight Global Investment LLC (incorporated by reference to Exhibit 10.6 of MCACs Form 8-K filed with the SEC on October 1, 2020). 10.10 Investment Management Trust Agreement, dated June 4, 2020 by and between MCAC and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 of MCACs Form 8-K filed with the SEC on June 10, 2020). 10.11 Consent to Merger Transaction and Wavier to Credit Agreement, dated as of December 31, 2020, by and among Products Licensing LLC, Playboy Enterprises International, Inc., Playboy Enterprises, Inc., and Yandy Enterprises LLC (f/k/a Y Acquisition Co. LLC), DBD Credit Funding LLC, as Administrative Agent, and the Lenders whose signatories are affixed hereto (incorporated by reference to Exhibit 10.30 of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.12 Agreement, dated January 10, 2021, by and between Playboy Enterprises, Inc. and CAA Brand Management, LLC (incorporated by reference to Exhibit 10.12 of PLBYs Form S-1 (333-255585) filed with the SEC on April 28, 2021). 10.13 Form of Unit Purchase Option between MCAC and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 4.5 of MCACs Registration Statement on Form S-1 (333-238320) filed with the SEC on May 15, 2020). 10.14 Stock Purchase Agreement, dated September 30, 2020, by and among Sunlight Global Investment LLC, Suying Liu and Playboy Enterprises, Inc. (incorporated by reference to Exhibit 10.12 of MCACs Form S-1/A filed with the SEC on February 4, 2021). 10.15 Credit Agreement, dated as of June 24, 2014, by and among Products Licensing LLC, DBD Credit Funding LLC, administrative agent, and the lenders party thereto(incorporated by reference to Exhibit 10.9 of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.16 First Amendment to the Credit Agreement, dated as of June 7, 2016, by and among Products Licensing LLC, DBD Credit Funding LLC, as administrative agent, and the lenders party thereto(incorporated by reference to Exhibit 10.10of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.17 Second Amendment to the Credit Agreement, dated as of August 29, 2016, by and among Products Licensing LLC, DBD Credit Funding LLC, as administrative agent, and the lenders party thereto(incorporated by reference to Exhibit 10.11of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.18 Third Amendment to the Credit Agreement, dated as of July 20, 2017, by and among Products Licensing LLC, DBD Credit Funding LLC, as administrative agent, and the lenders party thereto(incorporated by reference to Exhibit 10.12of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.19 Fourth Amendment to the Credit Agreement, dated as of April 12, 2018, by and among Products Licensing LLC, DBD Credit Funding LLC, as administrative agent, and the lenders party thereto(incorporated by reference to Exhibit 10.13of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.20 Fifth Amendment to the Credit Agreement, dated as of June 14, 2018, by and among Products Licensing LLC, DBD Credit Funding LLC, as administrative agent, and the lenders party thereto(incorporated by reference to Exhibit 10.14of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.21 Sixth Amendment to the Credit Agreement, dated as of August 13, 2018, by and among Products Licensing LLC, DBD Credit Funding LLC, as administrative agent, and the lenders party thereto(incorporated by reference to Exhibit 10.15of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.22 Seventh Amendment and Joinder to the Credit Agreement, dated as of December 24, 2018, by and among Products Licensing LLC, Playboy Enterprises International, Inc., Playboy Enterprises, Inc., DBD Credit Funding LLC, as administrative agent, and the lenders party thereto(incorporated by reference to Exhibit 10.16of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.23 Eighth Amendment to the Credit Agreement, dated as of March 15, 2019, by and among Products Licensing LLC, Playboy Enterprises International, Inc., Playboy Enterprises, Inc., DBD Credit Funding LLC, as administrative agent, and the lenders party thereto(incorporated by reference to Exhibit 10.17of PLBYs Form 8-K filed with the SEC on February 17, 2021). 10.24 Ninth Amendment and Joinder to the Credit Agreement, dated as of December 31, 2019, by and among Products Licensing LLC, Playboy Enterprises International, Inc., Playboy Enterprises, Inc., Y Acquisition Co. LLC, China Products Licensing, LLC., DBD Credit Funding LLC, as administrative agent, and the lenders party thereto(incorporated by reference to Exhibit 10.18of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.25 Tenth Amendment to the Credit Agreement, dated as of March 27, 2020, by and among Products Licensing LLC, Playboy Enterprises International, Inc., Playboy Enterprises, Inc., Y Acquisition Co. LLC, China Products Licensing, LLC, Yandy Enterprises LLC., DBD Credit Funding LLC, as administrative agent, and the lenders party thereto(incorporated by reference to Exhibit 10.19 of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.26 Eleventh Amendment to the Credit Agreement and Waiver, dated as of January 4, 2021, by and among Products Licensing LLC, Playboy Enterprises International, Inc., Playboy Enterprises, Inc., Y Acquisition Co. LLC, China Products Licensing, LLC, Yandy Enterprises LLC., DBD Credit Funding LLC, as administrative agent, and the lenders party thereto(incorporated by reference to Exhibit 10.20of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.27 Commercial-Industrial Triple Net Lease, dated as of August 26, 2020, by and between Yandy Enterprises, LLC and 67 VB Owner, LP(incorporated by reference to Exhibit 10.21of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.28 Offer Letter, dated as of December 20, 2012, by and between Playboy Enterprises, Inc. and David Israel, as amended on February 8, 2021(incorporated by reference to Exhibit 10.22of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.29 Employment Agreement, dated as of January 31, 2021, by and between Playboy Enterprises, Inc. and Ben Kohn (as assumed by PLBY Group, Inc.)(incorporated by reference to Exhibit 10.23of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.30 Employment Agreement, dated as of February 10, 2021, by and between Playboy Enterprises, Inc. and Chris Riley (as assumed by PLBY Group, Inc.)(incorporated by reference to Exhibit 10.24of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.31 Offer Letter, dated as of January 23, 2021, by and between Playboy Enterprises, Inc. and Florus Beuting, as amended on February 8, 2021(incorporated by reference to Exhibit 10.25of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.32 Form of Indemnification Agreement, by and between PLBY Group, Inc. and each of its directors and executive officers(incorporated by reference to Exhibit 10.26of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.33 PLBY Group, Inc. Non-Employee Director Compensation Policy, effective February 10, 2021(incorporated by reference to Exhibit 10.27of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.34+ Product License Agreement, effective as of December 6, 2019, by and between Playboy Enterprises International, Inc. and New Handong Investment (Guangdong) Co., Ltd(incorporated by reference to Exhibit 10.28of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.35+ First Amendment, effective as of June 18, 2020, to the Product License Agreement, effective as of December 6, 2019, by and between Playboy Enterprises International, Inc. and New Handong Investment (Guangdong) Co., Ltd(incorporated by reference to Exhibit 10.29 of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.36 Employment Agreement, dated February 11, 2021, between PLBY Group, Inc. and Lance Barton(incorporated by reference to Exhibit 10.31of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.37 Form of Option/RSU Acknowledgement and Lock-up Agreement(incorporated by reference to Exhibit 10.32of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.38 Playboy Enterprises, Inc. 2018 Equity Incentive Plan(incorporated by reference to Exhibit 10.33of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.39 Form of Stock Option Award Agreement under Playboy Enterprises, Inc. 2018 Equity Incentive Plan(incorporated by reference to Exhibit 10.34of PLBYs Form 8-K filed with the SEC on February 16, 2021). 10.40*+ Form of Aircraft Purchase Agreement, dated as of April 1, 2021 (incorporated by reference to Exhibit 10.1 of PLBYs Form 8-K filed with the SEC on April 7, 2021). 10.41 Letter Agreement, dated July 22, 2020, by and between MCAC and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 10.41 of PLBYs Form S-1 (333-255585) filed with the SEC on April 28, 2021). 10.42 Joinder Agreement, dated September 30, 2020, by and among MCAC, Craig-Hallum Capital Group LLC and Roth Capital Partners LLC (incorporated by reference to Exhibit 10.42 of PLBYs Form S-1 (333-255585) filed with the SEC on April 28, 2021). 10.43 Credit and Guaranty Agreement, dated as of May 25, 2021, entered into by and among Playboy Enterprises, Inc., the Company and certain subsidiaries of the Company, the lenders party thereto, and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed with the SEC on May 25, 2021). 10.44 Pledge and Security Agreement, dated as of May 25, 2021, entered into by and among Playboy Enterprises, Inc., the Company and certain subsidiaries of the Company, and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed with the SEC on May 25, 2021). 10.45 Amendment No. 1 to Credit and Guaranty Agreement, dated as of August 11, 2021, by and among PLBY, Playboy Enterprises, Inc., each guarantor party thereto, the lenders party thereto, and Acquiom Agency Services LLC, as the administrative agent and the collateral agent (incorporated by reference to Exhibit 10.1 of PLBYs Form 8-K filed with the SEC on August 11, 2021). 10.46* Stock Purchase Agreement, dated January 31, 2021, by and between Playboy Enterprises, Inc. and TLA Acquisition Corp. (incorporated by reference to Exhibit 10.15 of PLBY' sForm 10-Q filed with the SEC on May 13, 2021). 10.47* Agreement and Plan of Merger, dated October 15, 2021, by and among PLBY Group, Inc., PB Global Merger Sub Inc., GlowUp Digital Inc. and Michael Dow, solely as representative of the stockholders of GlowUp Digital Inc. (incorporated by reference to Exhibit 10.1 of PLBY's Form 8-K filed with the SEC on October 18, 2021). 10.48 Form of Stock Option Award Agreement under PLBY Group, Inc. 2021 Equity and Incentive Compensation Plan. 10.49 Form of Employee Restricted Stock Unit Award Agreement under PLBY Group, Inc. 2021 Equity and Incentive Compensation Plan. 10.50 Form of Non-Employee Restricted Stock Unit Award Agreement under PLBY Group, Inc. 2021 Equity and Incentive Compensation Plan. 10.51 Form of Performance-Based Restricted Stock Unit Award Agreement under PLBY Group, Inc. 2021 Equity and Incentive Compensation Plan. 14.1 Code of Conduct and Ethics, adopted by PLBY Group, Inc.s board of directors on February 10, 2021(incorporated by reference to Exhibit14.1of PLBYs Form 8-K filed with the SEC on February 16, 2021). 16.1 Letter from Marcum LLP to the SEC, dated as of February 16, 2021 (incorporated by reference to Exhibit 16.1 of PLBY's Form 8-K filed with the SEC on February 16, 2021). 16.2 Letter from Prager Metis CPAs LLP to the SEC, dated as of July 9, 2021 (incorporated by reference to Exhibit 16.1 of PLBY's Form 8-K filed with the SEC on July 9, 2021). 21.1 List of subsidiaries of PLBY Group, Inc. 23.1 Consent of Prager Metis CPAs LLP. 23.2 Consent of BDOUSA,LLP. 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1^ Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2^ Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.