Funko, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FUNKO, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018 CONTENTS Report of Independent Registered Public Accounting Firm 77 Consolidated Financial Statements: Consolidated Statements of Operations 78 Consolidated Statements of Comprehensive Income 79 Consolidated Balance Sheets 80 Consolidated Statements of Stockholders’ Equity 81 Consolidated Statements of Cash Flows 82 Notes to Consolidated Financial Statements 83 76 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Funko, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Funko, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes, and the financial statement schedule listed in the index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2015. Seattle, Washington March 11, 2021 77 Table of Contents FUNKO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2020 2019 2018 (in thousands, except per share data) Net sales $ 652,537 $ 795,122 $ 686,073 Cost of sales (exclusive of depreciation and amortization shown separately below) 403,392 512,580 430,746 Selling, general, and administrative expenses 181,234 193,803 155,349 Depreciation and amortization 44,368 42,126 39,116 Total operating expenses 628,994 748,509 625,211 Income from operations 23,543 46,613 60,862 Interest expense, net 10,712 14,342 21,739 Loss on extinguishment of debt — — 4,547 Other expense (income), net 1,043 ( 25 ) 4,082 Income before income taxes 11,788 32,296 30,494 Income tax expense 2,025 4,476 5,432 Net income 9,763 27,820 25,062 Less: net income attributable to non-controlling interests 5,802 16,095 17,599 Net income attributable to Funko, Inc. $ 3,961 $ 11,725 $ 7,463 Earnings per share of Class A common stock: Basic $ 0.11 $ 0.38 $ 0.31 Diluted $ 0.11 $ 0.36 $ 0.29 Weighted average shares of Class A common stock outstanding: Basic 35,271 30,898 23,821 Diluted 35,770 32,926 25,560 See accompanying notes to consolidated financial statements. 78 Table of Contents FUNKO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, 2020 2019 2018 (in thousands) Net income $ 9,763 $ 27,820 $ 25,062 Other comprehensive income: Foreign currency translation gain (loss), net of tax effect of $( 274 ), $( 282 ) and $ 51 for the years ended December 31, 2020, 2019 and 2018, respectively 1,415 1,458 ( 2,020 ) Comprehensive income 11,178 29,278 23,042 Less: Comprehensive income attributable to non-controlling interests 6,290 16,595 16,552 Comprehensive income attributable to Funko, Inc. $ 4,888 $ 12,683 $ 6,490 See accompanying notes to consolidated financial statements. 79 Table of Contents FUNKO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2020 2019 (in thousands, except per share data) Assets Current assets: Cash and cash equivalents $ 52,255 $ 25,229 Accounts receivable, net 131,837 151,564 Inventory 59,773 62,124 Prepaid expenses and other current assets 15,486 20,280 Total current assets 259,351 259,197 Property and equipment, net 56,141 65,712 Operating lease right-of-use assets 58,079 62,901 Goodwill 125,061 124,835 Intangible assets, net 205,541 221,492 Deferred tax asset 54,682 57,547 Other assets 4,735 4,783 Total assets $ 763,590 $ 796,467 Liabilities and Stockholders' Equity Current liabilities: Line of credit $ — $ 25,822 Current portion long-term debt, net of unamortized discount 10,758 13,685 Current portion of operating lease liabilities 13,840 11,314 Accounts payable 29,199 42,531 Income taxes payable 425 637 Accrued royalties 40,525 34,625 Accrued expenses and other current liabilities 43,949 28,955 Total current liabilities 138,696 157,569 Long-term debt, net of unamortized discount 180,012 202,816 Operating lease liabilities, net of current portion 57,512 61,622 Deferred tax liability 780 341 Liabilities under tax receivable agreement, net of current portion 60,297 61,554 Other long-term liabilities 3,848 7,421 Commitments and contingencies (Note 14) Stockholders' equity: Class A common stock, par value $ 0.0001 per share, 200,000 shares authorized; 35,657 shares and 34,918 shares issued and outstanding as of December 31, 2020 and 2019, respectively 4 3 Class B common stock, par value $ 0.0001 per share, 50,000 shares authorized; 14,040 shares and 14,515 shares issued and outstanding as of December 31, 2020 and 2019, respectively 1 1 Additional paid-in-capital 216,141 204,174 Accumulated other comprehensive income 1,718 791 Retained earnings 24,403 20,442 Total stockholders' equity attributable to Funko, Inc. 242,267 225,411 Non-controlling interests 80,178 79,733 Total stockholders' equity 322,445 305,144 Total liabilities and stockholders' equity $ 763,590 $ 796,467 See accompanying notes to consolidated financial statements. 80 Table of Contents FUNKO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Class A Common Stock Class B Common Stock Additional Paid-In Capital Other Comprehensive Income Retained Earnings Non- Controlling Interests Total Shares Amount Shares Amount Period ended December 31, 2017 23,338 $ 2 24,976 $ 2 $ 129,066 $ 806 $ 1,254 $ 150,162 $ 281,292 Distribution to continuing equity owners — — — — — — — ( 20,441 ) ( 20,441 ) Equity-based compensation — — — — 9,140 — — — 9,140 Shares issued for equity-based compensation awards 175 — — — 28 — — — 28 Cumulative translation adjustment, net of tax — — — — — ( 973 ) — ( 1,047 ) ( 2,020 ) Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets — — — — 193 — — — 193 Redemption of common units of FAH, LLC 1,447 — ( 1,392 ) — 7,727 — — ( 7,727 ) — Net income — — — — — — 7,463 17,599 25,062 Period ended December 31, 2018 24,960 $ 2 23,584 $ 2 $ 146,154 $ ( 167 ) $ 8,717 $ 138,546 $ 293,254 Distribution to continuing equity owners — — — — — — — ( 23,924 ) ( 23,924 ) Equity-based compensation — — — — 13,044 — — — 13,044 Shares issued for equity-based compensation awards 359 — — — 2,218 — — — 2,218 Shares issued for purchase consideration 127 — — — 2,221 — — — 2,221 Cumulative translation adjustment, net of tax — — — — — 958 — 500 1,458 Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets — — — — ( 10,947 ) — — — ( 10,947 ) Redemption of common units of FAH, LLC 9,472 1 ( 9,069 ) ( 1 ) 51,484 — — ( 51,484 ) — Net income — — — — — — 11,725 16,095 27,820 Period ended December 31, 2019 34,918 $ 3 14,515 $ 1 $ 204,174 $ 791 $ 20,442 $ 79,733 $ 305,144 Distribution to continuing equity owners — — — — — — — ( 3,576 ) ( 3,576 ) Equity-based compensation — — — — 10,116 — — — 10,116 Shares issued for equity-based compensation awards 226 — — — 219 — — — 219 Shares withheld related to net share settlement of equity-based compensation awards — — — — ( 101 ) — — — ( 101 ) Cumulative translation adjustment, net of tax — — — — — 927 — 488 1,415 Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets — — — — ( 536 ) — — — ( 536 ) Redemption of common units of FAH, LLC 513 1 ( 475 ) — 2,269 — — ( 2,269 ) 1 Net income — — — — — — 3,961 5,802 9,763 Period ended December 31, 2020 35,657 $ 4 14,040 $ 1 $ 216,141 $ 1,718 $ 24,403 $ 80,178 $ 322,445 See accompanying notes to consolidated financial statements. 81 Table of Contents FUNKO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2020 2019 2018 (in thousands) Operating Activities Net income $ 9,763 $ 27,820 $ 25,062 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and other 46,742 44,518 39,116 Equity-based compensation 10,116 13,044 9,140 Accretion of discount on long-term debt 278 952 1,414 Amortization of debt issuance costs 1,074 258 709 Loss on debt extinguishment — — 4,547 Deferred tax expense (benefit) 3,323 ( 2,293 ) ( 964 ) Other 1,952 635 4,288 Changes in operating assets and liabilities: Accounts receivable, net 20,077 ( 3,969 ) ( 36,139 ) Inventory 2,845 25,372 ( 8,886 ) Prepaid expenses and other assets 12,273 ( 5,824 ) 8,736 Accounts payable ( 13,303 ) 4,629 ( 16,375 ) Income taxes payable ( 209 ) ( 3,618 ) 2,177 Accrued royalties 5,906 ( 4,403 ) 13,495 Accrued expenses and other liabilities 6,402 ( 6,356 ) 3,671 Net cash provided by operating activities 107,239 90,765 49,991 Investing Activities Purchase of property and equipment ( 18,482 ) ( 42,264 ) ( 26,866 ) Acquisitions, net of cash — ( 6,369 ) ( 635 ) Net cash used in investing activities ( 18,482 ) ( 48,633 ) ( 27,501 ) Financing Activities Borrowings on line of credit 28,267 42,083 316,390 Payments on line of credit ( 55,103 ) ( 36,383 ) ( 307,191 ) Debt issuance costs ( 569 ) ( 411 ) — Proceeds from long-term debt, net — — 230,011 Payment of long-term debt ( 26,438 ) ( 11,750 ) ( 231,338 ) Contingent consideration — — ( 2,500 ) Distributions to continuing equity owners ( 3,575 ) ( 23,923 ) ( 20,441 ) Payments under tax receivable agreement ( 4,639 ) ( 173 ) — Proceeds from exercise of equity-based options 219 2,217 23 Net cash used in financing activities ( 61,838 ) ( 28,340 ) ( 15,046 ) Effect of exchange rates on cash and cash equivalents 107 ( 2,049 ) ( 1,686 ) Net increase in cash and cash equivalents 27,026 11,743 5,758 Cash and cash equivalents at beginning of period 25,229 13,486 7,728 Cash and cash equivalents at end of period $ 52,255 $ 25,229 $ 13,486 Supplemental Cash Flow Information Cash paid for interest $ 9,089 $ 12,313 $ 19,403 Income tax payments 4,167 14,125 2,311 Accrual for purchases of property and equipment — 5,362 1,137 Establishment of liabilities under tax receivable agreement 1,000 59,045 6,771 Issuance of equity instruments for acquisitions — 2,221 — Tenant allowance 269 3,201 168 See accompanying notes to consolidated financial statements. 82 Table of Contents FUNKO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation and Description of Business The consolidated financial statements include Funko, Inc. and its subsidiaries (together with its subsidiaries, the “Company”) and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). All intercompany balances and transactions have been eliminated. The Company was formed as a Delaware corporation on April 21, 2017. The Company was formed for the purpose of completing an initial public offering (“IPO”) of its Class A common stock and related transactions in order to carry on the business of Funko Acquisition Holdings, L.L.C. (“FAH, LLC”) and its subsidiaries. FAH, LLC owns 100 % of Funko Holdings LLC ("FHL") and FHL owns 100 % of Funko, LLC, a limited liability company formed in the state of Washington, which is its operating entity. Funko, LLC is headquartered in Everett, Washington and is a leading pop culture consumer products company. Funko, LLC designs, sources, and distributes licensed pop culture products. The IPO and related reorganization transactions (the “Transactions”) resulted in the Company being the sole managing member of FAH, LLC. As the sole managing member of FAH, LLC, Funko, Inc. operates and controls all of FAH, LLC’s operations and, through FAH, LLC and its subsidiaries, conducts FAH, LLC’s business. Accordingly, the Company consolidates the financial results of FAH, LLC and reports a non-controlling interest in its consolidated financial statements representing the FAH, LLC interests held by ACON Funko Investors, L.L.C., a Delaware limited liability company (“ACON Funko Investors”) and certain of its affiliates, Fundamental Capital, LLC and Funko International, LLC (collectively, “Fundamental”), and certain current and former executive officers, employees and directors, in each case, who held profits interests in FAH, LLC and who received common units of FAH, LLC in exchange for their profits interests in connection with the Transactions (as defined herein) (collectively, the “Original Equity Owners”) and the former holders of warrants to purchase ownership interests in FAH, LLC, which were converted into common units of FAH, LLC in connection with the Transactions, and, in each case, each of their permitted transferees that own common units in FAH, LLC and who may redeem at each of their options (subject in certain circumstances to time-based vesting requirements) their common units for, at the Company’s election, cash or newly-issued shares of the Company’s Class A common stock (collectively, the “Continuing Equity Owners”). As the Transactions, are considered transactions between entities under common control, the financial statements reflect the combined entities for all periods presented. 2. Significant Accounting Policies Certain of the significant accounting policies are discussed within the note to which they specifically relate. Certain prior-year amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and assumptions. Cash Equivalents Cash equivalents include amounts due from third-party financial institutions for credit and debit card transactions. These receivables typically settle in less than 5 days and were $ 0.9 million and $ 0.2 million for December 31, 2020 and 2019, respectively. Concentrations of Business and Credit Risk The Company grants credit to its customers on an unsecured basis. As of December 31, 2020 and 2019, the balance of accounts receivable consisted of 11 % and 8 %, respectively, of amounts owed from the largest customer for the given period. The collection of these receivables has been within the terms of the associated customer agreement. 83 Table of Contents For the years ended December 31, 2020, 2019 and 2018 there was no individual customer that generated net sales over 10%. For the year ended December 31, 2020, 12 % and 11 % of sales were related to the Company’s two largest license agreements with no other license agreements accounting for more than 10% of sales. For both of the years ended December 31, 2019 and 2018, there were three license agreements that accounted for more than 10% of sales. The Company maintains its cash within bank deposit accounts at high quality, accredited financial institutions. These amounts at times may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to significant credit risk on cash. Inventory Inventory consists primarily of figures, plush, apparel, homewares, accessories, games and other finished goods, and is accounted for using the first-in, first-out (“FIFO”) method. Inventory costs include direct product costs and freight costs. The Company maintains reserves for excess and obsolete inventories to reflect the inventory balance at the lower of cost or net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to customers, or liquidation, and expected recoverable value of each disposition category. The Company estimates obsolescence based on assumptions regarding future demand. Reserves for excess and obsolete inventories were $ 8.6 million and $ 23.3 million as of December 31, 2020 and 2019, respectively. During the year ended December 31, 2019, the Company recorded a $ 16.8 million charge related to the write-down of inventory as a result of the Company's decision to dispose of slower moving inventory to increase operational capacity. This charge is incremental to normal course reserves. Property and Equipment Property and equipment is stated at historical cost, net of accumulated depreciation, and, if applicable, impairment charges. Depreciation of property and equipment is recorded using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: Asset Lives (in years) Tooling and molds 2 Furniture, fixtures, and warehouse equipment 2 to 7 Computer equipment, software and other 3 to 5 Leasehold improvements Lesser of useful life or term of lease The Company monitors our long-lived assets for impairment indicators on an ongoing basis in accordance with U.S. GAAP. If impairment indicators exist, the Company will perform the required impairment analysis by comparing the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated based upon a combination of market and cost approaches, as appropriate. Changes in economic or operating conditions impacting these estimates and assumptions could result in the impairment of the Company's long-lived assets. Revenue Recognition and Sales Allowance Revenue from the sale of Company products is recognized when control of the goods is transferred to the customer, which is upon shipment or upon receipt of finished goods by the customer, depending on the contract terms. 84 Table of Contents The Company routinely enters into arrangements with its customers to provide sales incentives, support customer promotions, and provide allowances for returns and defective merchandise. These sales adjustments require management to make estimates. In making these estimates, management considers all available information including the overall business environment, historical trends and information from customers, such as agreed upon customer contract terms as well as historical experience from the customer. The costs of these programs reduce gross sales in the period the related sale is recognized. The Company adjusts its estimates at least quarterly or when facts and circumstances used in the estimate process change; historically these adjustments have not been material. We have made an accounting policy election to exclude from revenue all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer (for example, sales, use, value-added, and certain excise taxes). We have elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. Accordingly, shipping and handling activities that are performed by the Company, whether before or after a customer has obtained control of the products, are considered fulfillment costs to satisfy our performance obligation to transfer the products, and are recorded as incurred within cost of sales. We have elected the practical expedient to not recognize a significant financing component for contracts that include payments terms of one year or less. We have also elected the practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less. Shipping Revenue and Costs Shipping and handling costs include inbound freight costs and the cost to ship product to the customer and are included in cost of sales. Shipping fees billed to customers are included in net sales. Royalties We enter into agreements for rights to licensed trademarks, copyrights and likenesses for use in our products. These licensing agreements require the payment of royalty fees to the licensor based on a percentage of revenue. Many licensing agreements also require minimum royalty commitments. When royalty fees are paid in advance, we record these payments as a prepaid asset. If we determine that it is probable that the expected revenue will not be realized, a reserve is recorded against the prepaid asset for the non-recoverable portion. As of December 31, 2020 , we recorded a prepaid asset of $ 6.3 million, net of a reserve of $ 1.0 million. As of December 31, 2019, we recorded a prepaid asset of $ 13.0 million, net of a reserve of $ 2.4 million. We record a royalty liability as revenues are earned based on the terms of the licensing agreement. In situations where a minimum commitment is not expected to be met based on expected revenues, we will accrue up to the minimum amount when it is reasonably certain that revenues generated will not meet the minimum commitment. Royalty and license expense is recorded within cost of sales on the consolidated statements of operations. Royalty expenses for the years ended December 31, 2020 , 2019 and 2018, were $ 105.0 million, $ 126.8 million and $ 110.7 million, respectively. Advertising and Marketing Costs Advertising and marketing costs are expensed when the advertising or marketing event takes place. These costs include the fees to participate in trade shows and Comic-Cons, as well as costs to develop promotional video and other online content created for advertising purposes. These costs are included in selling, general and administrative expenses and for the years ended December 31, 2020 , 2019 and 2018 were $ 7.7 million, $ 11.3 million, and $ 10.1 million, respectively. The Company enters into cooperative advertising arrangements with customers. The fees related to these arrangements are recorded as a reduction of net sales in the accompanying consolidated statements of operations because the Company has determined it does not receive an identifiable benefit and cannot reasonably estimate the fair value of these arrangements. 85 Table of Contents Product Design and Development Costs Product design and development costs are recognized in selling, general and administrative expenses in the consolidated statements of operations as incurred. Product design and development costs for the years ended December 31, 2020, 2019 and 2018, were $ 5.1 million, $ 5.2 million, and $ 4.7 million, respectively. Foreign Currency We have international sales and operating expenses that are denominated in local functional currencies. The functional currency of our international subsidiaries is the same as the local currency. Assets and liabilities of these subsidiaries are translated into U.S. dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in other comprehensive income on the consolidated statements of comprehensive income. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of Funko, Inc. are included in other expense (income), net on our consolidated statements of operations. In connection with the settlement and remeasurement of intercompany balances, we recorded a loss of $ 0.4 million and gains of $ 0.7 million and $ 0.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. The income tax effects related to the unrealized foreign currency component of other comprehensive income are reclassified to earnings only when the net investment is sold, or when a liquidation of the respective net investment in the foreign entity is substantially completed. Recently Adopted Accounting Standards Credit Losses. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," and since modified the standard with several ASUs (collectively, the "new credit loss standard"). The new credit loss standard requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company adopted the standard on January 1, 2020 with no recorded cumulative-effect adjustment. Comparative information has not been restated and continues to be reported under the standards in effect for those periods. 3. Acquisitions In 2019, the Company completed the acquisition of Forrest-Pruzan Creative, LLC which was accounted for as a business combination. On February 11, 2019, the Company acquired 100 % of the membership interests of Forrest-Pruzan Creative LLC (the “Forrest-Pruzan Acquisition”), a board game development studio in Seattle, WA, which now operates as Funko Games, LLC. The total purchase consideration of $ 11.9 million was allocated on a relative fair value basis between net assets acquired and liabilities assumed of $ 11.6 million and noncompetition agreements entered into contemporaneously with the acquisition of $ 0.3 million. The finalization of the purchase price allocation resulted in no change from the preliminary estimate. The activity of Funko Games, LLC included in the Company’s consolidated statements of operations from the acquisition date to December 31, 2019 was not material. 86 Table of Contents The purchase consideration allocated to the acquisition was as follows: Purchase Consideration at Fair Value (in thousands) Cash paid $ 6,500 Fair value of class A common stock issued 2,221 Cash holdback 1,400 Fair value of cash consideration due February 11, 2021 1,815 Total transaction price $ 11,936 Less: Noncompetition agreements ( 290 ) Consideration transferred $ 11,646 The purchase price allocation for the acquisition was as follows: Assets (Liabilities) Acquired (Assumed) at Fair Value (in thousands) Cash and cash equivalents $ 131 Property and equipment 14 Operating lease right-of-use assets 1,027 Goodwill 8,465 Intangible assets 3,300 Other assets 17 Current liabilities ( 281 ) Operating lease liabilities ( 1,027 ) Consideration transferred $ 11,646 The following table summarizes the identifiable intangible assets acquired in connection with the transactions described above and their estimated useful lives: Estimated Fair Value of Assets Acquired Estimated Useful Life (in thousands) (years) Intangible asset type: Intellectual property $ 720 3 Customer relationships 2,580 3 Intangible assets $ 3,300 4. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company evaluates goodwill for impairment annually on October 1 of each year and upon the occurrence of triggering events or substantive changes in circumstances that could indicate a potential impairment by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that the fair value of the net assets is below their carrying amounts. The Company has determined that it has one reporting unit for which discrete financial information is available and results are regularly reviewed by management. 87 Table of Contents During the year ended December 31, 2020, the Company assessed a series of triggering events related to the Company’s book value in excess of the market capitalization of the Company. Such triggering events included the World Health Organization declaring on March 11, 2020 that the COVID-19 outbreak constituted a global pandemic and the Company releasing a business update on March 20, 2020 announcing the closing of its retail locations, that employees would be working from home and the withdrawal of its 2020 financial guidance that had been issued on March 5, 2020. Due to sustained lower market capitalization below book value, the Company performed a quantitative analysis at each of the 2020 quarterly reporting periods. The fair value of the reporting unit was determined using a market approach which considered the current market capitalization of the Company as well as a control premium that was estimated based upon comparable market transactions to reflect the synergies and other benefits available to a market participant. The Company’s long-lived asset groups, which includes intangible assets, property and equipment and operating lease right-of-use assets net of operating lease liabilities, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset (or asset group), a significant change in the extent or manner in which an asset (or asset group) is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. No impairment charges relating to goodwill were recorded in the years ended December 31, 2020, 2019 and 2018. The following table presents the balances of goodwill as of 2020 and 2019 (in thousands): Goodwill Balance as of January 1, 2019 $ 116,078 Acquisition 8,465 Foreign currency remeasurement 292 Balance as of December 31, 2019 $ 124,835 Foreign currency remeasurement 226 Balance as of December 31, 2020 $ 125,061 Intangible assets acquired in a business combination are recognized separately from goodwill and are initially recognized at their fair value at the acquisition date. Intangible assets acquired include intellectual property (product design), customer relationships, and trade names. These are definite-lived assets and are amortized on a straight-line basis over their useful lives. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. No impairment charges relating to intangible assets were recorded in the years ended December 31, 2020, 2019 and 2018. 88 Table of Contents The following table provides the details of identified intangible assets, by major class, for the periods indicated (in thousands): December 31, 2020 December 31, 2019 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets subject to amortization: Intellectual property 3 - 20 $ 115,131 $ ( 30,008 ) $ 85,123 $ 115,131 $ ( 24,047 ) $ 91,084 Trade names 10 - 20 83,359 ( 21,717 ) 61,642 83,359 ( 17,450 ) 65,909 Customer relationships 3 - 20 71,736 ( 20,301 ) 51,435 71,620 ( 15,633 ) 55,987 Licensor relationships 10 - 20 11,301 ( 4,068 ) 7,233 11,222 ( 2,915 ) 8,307 Supplier relationships 2 325 ( 325 ) — 316 ( 316 ) — Noncompetition agreements 3 290 ( 182 ) 108 290 ( 85 ) 205 Total $ 282,142 $ ( 76,601 ) $ 205,541 $ 281,938 $ ( 60,446 ) $ 221,492 Amortization expense for the years ended December 31, 2020, 2019 and 2018 was $ 16.0 million, $ 15.9 million, and $ 15.0 million, respectively. The future five-year amortization of intangibles subject to amortization at December 31, 2020 was as follows (in thousands): Amortization 2021 $ 16,076 2022 15,023 2023 14,880 2024 14,880 2025 14,880 Thereafter 129,802 Total $ 205,541 5. Accounts Receivable, Net Accounts receivable, net, primarily represent customer receivables, recorded at invoiced amount, net of a sales allowance and an allowance for doubtful accounts. An allowance for doubtful accounts is determined based on various factors, including specific identification of balances at risk for not being collected, historical experience, existing economic conditions and supportable forecasted changes. The Company evaluates its general reserves based on historical loss information and applies reserve percentages based on aging schedule. Days past due is calculated from contractual due date of the trade receivable contract. The composition of the trade receivables is consistent with that used in developing the historical credit-loss percentages and evaluated to reflect current conditions and supportable forecasted changes. The trade receivables are generally due in 30 to 90 days. In addition to the general reserve, certain doubtful accounts are evaluated for a specific reserve. These accounts generally include significantly past due or other factors known where a substantial portion or all of the balance is uncollectible. Receivables are written-off when all reasonable collection efforts have been exhausted and it is probable the balance will not be collected. The Company monitors the financial health of its customers and will take actions to mitigate a customer's credit risk if a negative financial forecast is expected. 89 Table of Contents Accounts receivable, net consisted of the following (in thousands): December 31, 2020 2019 Accounts receivable $ 135,417 $ 153,918 Less: Allowance for doubtful accounts ( 3,580 ) ( 2,354 ) Accounts receivable, net $ 131,837 $ 151,564 Accounts receivable includes a $ 0.8 million and $ 3.4 million tenant improvement receivable from a lessor as of December 31, 2020 and 2019, respectively. In addition, accounts receivable as of December 31, 2020 includes an income tax receivable of $ 0.8 million. The remaining balance is customer receivables. Bad debt expense was $ 2.4 million, $ 1.1 million and $ 1.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. Activity in our allowance for doubtful accounts was as follows (in thousands): December 31, 2020 2019 Allowance for doubtful accounts - beginning $ 2,354 $ 3,049 Charged to costs and other 2,396 1,094 Write offs ( 1,170 ) ( 1,789 ) Allowance for doubtful accounts - ending $ 3,580 $ 2,354 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2020 2019 Prepaid deposits for inventory and molds $ 1,373 $ 835 Prepaid royalties, net 6,260 13,016 Other prepaid expenses and current assets 7,853 6,429 Prepaid expenses and other current assets $ 15,486 $ 20,280 7. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Tooling and molds $ 102,865 $ 88,070 Leasehold improvements 42,573 33,942 Computer equipment, software and other 11,310 10,186 Furniture, fixtures and warehouse equipment 11,762 11,231 Construction in progress 318 9,434 $ 168,828 $ 152,863 Less: Accumulated depreciation ( 112,687 ) ( 87,151 ) Property and equipment, net $ 56,141 $ 65,712 Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $ 28.3 million, $ 26.2 million, and $ 24.1 million, respectively. 90 Table of Contents 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued payroll and compensation $ 13,338 $ 13,141 Accrued shipping & freight costs 4,733 1,732 Accrued sales taxes 757 687 Current liabilities under tax receivable agreement 2,020 4,262 Other current liabilities 23,101 9,133 Accrued liabilities and other current liabilities $ 43,949 $ 28,955 9. Fair Value Measurements The Company’s financial instruments, other than those discussed below, include cash, accounts receivable, accounts payable, and accrued liabilities. The carrying amount of these financial instruments approximate fair value due to the short-term nature of these instruments. For financial instruments measured at fair value on a recurring basis, the Company prioritizes the inputs used in measuring fair value according to a three-tier fair value hierarchy defined by U.S. GAAP. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Debt. The estimated fair values of the Company’s debt instruments, which are classified as Level 3 financial instruments, at December 31, 2020 and 2019, was approximately $ 193.9 million and $ 246.1 million, respectively. The carrying values of the Company’s debt instruments at December 31, 2020 and 2019, were $ 190.8 million and $ 242.3 million, respectively. The estimated fair value of the Company’s debt instruments primarily reflects assumptions regarding credit spreads for similar floating-rate instruments with similar terms and maturities and our standalone credit risk. 10. Debt Debt consists of the following (in thousands): December 31, 2020 2019 Revolving Credit Facility $ — $ 25,822 Term Loan Facility 193,875 220,313 Debt issuance costs ( 3,105 ) ( 3,812 ) Total term debt 190,770 216,501 Less: current portion 10,758 13,685 Long-term debt, net $ 180,012 $ 202,816 Maturities of long-term debt for each of the next five years and thereafter are as follows (in thousands): Term Loan Facility 2021 $ 11,750 2022 24,969 2023 29,375 2024 127,781 Total $ 193,875 91 Table of Contents Credit Facilities On October 22, 2018, the Company entered into the Credit Facilities. Upon closing, proceeds from the Credit Facilities were primarily used to repay all of the outstanding aggregate principal balance and accrued interest of $ 209.6 million on the previous Term Loan A Facility and $ 65.3 million on the previous Revolving Credit Facility. Upon repayment, both the previous Term Loan A Facility and the previous Revolving Credit Facility were terminated. On February 11, 2019, the Company amended the Credit Facilities to increase the Revolving Credit Facility to $ 75.0 million, reflecting the incremental capacity of $ 25.0 million contemplated under the Credit Facilities prior to such amendment. On September 23, 2019, the Company entered into a second amendment to the Credit Facilities (the “Second Amendment”) The Second Amendment extended the maturity date of the term loans and revolving credit facility under the credit agreement to September 23, 2024, reduced the interest margin applicable to all loans under the credit agreement by 0.75 % and reduced certain fees incurred under the Credit Agreement. The Second Amendment also allows the Company to request that the Term Loan Facility be increased by an additional $ 25.0 million. On May 5, 2020 the Company entered into a third amendment to the Credit Agreement (“Third Amendment”) which amended and modified the Credit Agreement, to, among other things, (i) waive the financial covenants under the Credit Agreement for the fiscal quarters ending June 30, 2020 and September 30, 2020 (the “Waiver Period”), (ii) add a requirement to maintain a minimum liquidity of at least $30.0 million until the Leverage Ratio (as defined in the Credit Agreement) is less than 2.50 to 1.00 for a period of four consecutive fiscal quarters, (iii) hold the incurrence ratios for certain restricted payments, investments and dispositions at the levels applicable prior to the effectiveness of the Third Amendment, (iv) increase the interest and fees payable under the Credit Agreement from the date of Third Amendment through (but excluding) the first date on which the Company receives cumulative net cash proceeds of at least $50.0 million from certain issuances of permitted equity or convertible subordinated debt and (v) allow that any calculation of Consolidated EBITDA (as defined in the Credit Agreement) that includes the fiscal quarter ended December 31, 2019 may include non-cash expenses for inventory write-downs incurred by the Company during such quarter. For the four consecutive fiscal quarter period ended June 30, 2020 we were able to demonstrate a leverage ratio of less than 2.50 to 1:00 and were therefore no longer subject to the minimum liquidity requirement for the three months ended September 30, and December 31, 2020, respectively. As amended, the Term Loan Facility matures on September 23, 2024 (the “Maturity Date”). The Term Loan Facility amortizes in quarterly installments in aggregate amounts equal to 5.00 % of the original principal amount of the Term Loan Facility in the first and second years of the Term Loan Facility, 10.00 % of the original principal amount of the Term Loan Facility in the third and fourth years of the Term Loan Facility and 12.50 % of the original principal amount of the Term Loan Facility in the fifth and sixth year of the Term Loan Facility, with any outstanding balance due and payable on the Maturity Date. The first amortization payment was on December 31, 2018.The Revolving Credit Facility terminates on the Maturity Date and loans thereunder may be borrowed, repaid, and reborrowed up to such date. As amended, loans under the Credit Facilities bear interest, at the Company’s option, at either the Euro-Rate (as defined in the Credit Agreement), or in the case of swing loans, the Swing Rate (as defined in the Credit Agreement), plus 3.00 % or the Base Rate (as defined in the Credit Agreement) plus 2.00 %, with 0.25 % step-downs based on the achievement of certain leverage ratios following the Closing Date. The Euro-Rate is subject to a 1.00 % floor and for loans based on the Euro-Rate, interest payments are due at the end of each applicable interest period. The Credit Facilities are secured by substantially all assets of the Company and any of its existing or future material domestic subsidiaries, subject to customary exceptions. As of December 31, 2020, we were in compliance with all of the covenants in our Credit Facilities. The Borrowers may request that the Credit Facilities be increased by an additional $ 25.0 million. At December 31, 2020, the Company had $ 193.9 million of borrowings outstanding under the Term Loan Facility. We had no borrowings under the Revolving Credit Facility as of December 31, 2020 and an available borrowing capacity of $ 75.0 million. There were no outstanding letters of credit as of December 31, 2020 and 2019. 92 Table of Contents 11. Leases The Company has entered into non-cancellable operating leases for office, warehouse, and distribution facilities, with original lease periods expiring through 2032. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company combines lease and non-lease components for new and reassessed leases. Some operating leases also contain the option to renew for five-year periods at prevailing market rates at the time of renewal. In addition to minimum rent, certain of the leases require payment of real estate taxes, insurance, common area maintenance charges, and other executory costs. For the year ended December 31, 2020 and 2019, d ifferences between rent expense and rent paid are recognized as adjustments to operating lease right-of-use assets on the consolidated balance sheets. For certain leases the Company receives lease incentives, such as tenant improvement allowances, and records those as adjustments to operating lease right-of-use assets and operating leases liabilities on the consolidated balance sheets and amortize the lease incentives on a straight-line basis over the lease term as an adjustment to rent expense. Rent expense, included in selling, general and administrative expenses on the consolidated statements of operations, was $ 15.3 million, $ 14.9 million and $ 11.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, the Company had recorded operating lease liabilities of $ 71.4 million and $ 72.9 million, respectively and operating lease right-of-use assets of $ 58.1 million and $ 62.9 million respectively. During the years ended December 31, 2020 and 2019, operating cash outflows relating to operating lease liabilities was $ 11.6 million and $ 8.3 million, respectively and operating lease right-of-use assets obtained in exchange for new operating lease obligations was $ 5.8 million and $ 33.3 million, respectively, net of lease incentives obtained of $ 0.3 million and $ 3.2 million, respectively. As of December 31, 2020 and 2019, the Company’s operating leases had a weighted-average remaining term of 7.3 years and 7.9 years, respectively and weighted-average discount rate of 6.28 % and 6.55 %, respectively. Excluded from the measurement of operating lease liabilities and operating lease right-of-use assets were certain warehouse and distribution contracts that either qualify for the short-term lease recognition exception and/or do not give the Company the right to control the warehouse and/or distribution facilities underlying the contract. During the year ended December 31, 2020, the Company recognized an impairment loss of $ 1.4 million related to the right of use lease asset in Bath, England. The related lease liability was remeasured and reduced by $ 0.9 million. In January 2020, the Company has also entered into a non-cancellable operating sub-lease for office space expiring in 2024. Rental income recognized for the year ended December 31, 2020 was $ 0.3 million, included as a reduction of selling, general and administrative expenses on the consolidated statements of operations. The future payments on the Company’s operating lease liabilities as of December 31, 2020 were as follows (in thousands): 2021 $ 14,315 2022 14,312 2023 11,952 2024 11,279 2025 10,028 Thereafter 27,614 Total lease payments 89,500 Less: imputed interest ( 18,148 ) Total $ 71,352 93 Table of Contents 12. Income Taxes Income before income taxes consisted of (in thousands): Year Ended December 31, 2020 2019 2018 Domestic $ 4,149 $ 21,414 $ 22,157 Foreign 7,639 10,882 8,337 Income before income taxes $ 11,788 $ 32,296 $ 30,494 Income Tax Expense Funko, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from FAH, LLC based upon Funko, Inc.’s economic interest held in FAH, LLC. FAH, LLC is treated as a pass-through partnership for income tax reporting purposes. FAH, LLC’s members, including the Company, are liable for federal, state and local income taxes based on their share of FAH, LLC’s pass-through taxable income. The components of the Company’s income tax expense consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current income taxes: Federal $ ( 3,030 ) $ 4,216 $ 4,075 State and local 59 601 486 Foreign 1,673 1,952 1,758 Current income taxes $ ( 1,298 ) $ 6,769 $ 6,319 Deferred income taxes: Federal $ 2,585 $ ( 2,333 ) $ ( 803 ) State and local 206 ( 185 ) ( 70 ) Foreign 532 225 ( 14 ) Deferred income taxes 3,323 ( 2,293 ) ( 887 ) Income tax expense $ 2,025 $ 4,476 $ 5,432 A reconciliation of income tax expense from operations computed at the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2020 2019 2018 Expected U.S. federal income taxes at statutory rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal benefit 2.5 1.0 1.1 Foreign taxes 18.7 5.9 5.1 Foreign tax credit ( 9.3 ) — — Non-deductible expenses 1.6 ( 0.8 ) 4.3 Change in valuation allowance 5.4 4.9 — Non-controlling interest ( 12.7 ) ( 10.8 ) ( 13.7 ) Share-based Compensation 5.1 ( 2.6 ) — Return to Provision ( 15.1 ) ( 3.0 ) ( 1.7 ) Other, net — ( 1.7 ) 1.7 Income tax expense 17.2 % 13.9 % 17.8 % The Company’s annual effective tax rate in 2020, 2019 and 2018 was less than the statutory rate of 21 %, primarily because the Company is not liable for income taxes on the portion of FAH, LLC’s earnings that are attributable to non-controlling interests. 94 Table of Contents Deferred Income Taxes The significant items comprising deferred tax assets and liabilities is as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Investment in partnership $ 46,582 $ 53,464 Tax Receivable Agreement liability 14,087 14,929 Stock-based compensation 4,195 2,666 Foreign Tax Credit 1,090 208 Other carryforwards 898 — Net operating loss carryforward 756 — Gross deferred tax assets 67,608 71,267 Valuation allowance ( 12,367 ) ( 11,242 ) Deferred tax assets, net of valuation allowance 55,241 60,025 Deferred tax liabilities: Investment in partnership — ( 2,246 ) Property and equipment ( 833 ) ( 341 ) Other ( 506 ) ( 232 ) Gross deferred tax liabilities ( 1,339 ) ( 2,819 ) Net deferred tax assets $ 53,902 $ 57,206 As of December 31, 2020 the Company had other carryforwards of $ 0.9 million and a net operating loss carryforward of $ 0.8 million. As of 2019, the Company did no t have any federal or state net operating loss carryforwards nor other carryforwards for income tax purposes. The Company evaluates its ability to realize deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of December 31, 2020 and 2019, the Company recognized a deferred tax asset of $ 46.6 million and $ 53.5 million, respectively, associated with the basis difference in its investment in FAH, LLC upon acquiring these LLC interests. However, a portion of the total basis difference will only reverse upon the eventual sale of its interest in FAH, LLC, which we expect would result in a capital loss. As of December 31, 2020 and 2019, the Company established a valuation allowance in the amount of $ 12.4 million and $ 11.2 million, respectively, against the deferred tax asset. Uncertain Tax Positions The Company regularly evaluates the likelihood of realizing the benefit from income tax positions that we have taken in various federal, state and foreign filings by considering all relevant facts, circumstances and information available. If the Company determines it is more likely than not that the position will be sustained, a benefit will be recognized at the largest amount that we believe is cumulatively greater than 50 % likely to be realized. The following table summarizes changes in the amount of the Company’s unrecognized tax benefits for uncertain tax positions for the three years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Unrecognized tax benefits at January 1 $ 490 $ 490 $ 490 Increases for positions taken in current year — — — Unrecognized tax benefits at December 31 $ 490 $ 490 $ 490 Of the $ 0.5 million of unrecognized tax benefits as of December 31, 2020, 2019 and 2018, $ 0.2 million would impact the effective tax rate if recognized. 95 Table of Contents Interest and penalties related to income tax matters are classified as a component of income tax expense. As of December 31, 2020, and 2019, we have not recorded any interest or penalties as the amounts were not material. Unrecognized tax benefits are recorded in other long-term liabilities on the consolidated balance sheets. Other Matters The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is subject to U.S. federal, state, and local income tax examinations by tax authorities for years after 2017 and subject to examination for all foreign income tax returns for fiscal 2020 and 2019. There were no open tax examinations at December 31, 2020 and 2019. Tax Receivable Agreement The Company is party to the Tax Receivable Agreement with FAH, LLC and each of the Continuing Equity Owners that provides for the payment by the Company to the Continuing Equity Owners under certain circumstances. See Note 13, Liabilities under Tax Receivable Agreement. 13. Liabilities under Tax Receivable Agreement On November 1, 2017, the Company entered into the Tax Receivable Agreement with FAH, LLC and each of the Continuing Equity Owners that provides for the payment by the Company to the Continuing Equity Owners of 85 % of the amount of tax benefits, if any, that it realizes, or in some circumstances, is deemed to realize, as a result of (i) future redemptions funded by the Company or exchanges, or deemed exchanges in certain circumstances, of common units for Class A common stock or cash, and (ii) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement. FAH, LLC intends to have in effect an election under Section 754 of the Internal Revenue Code effective for each taxable year in which a redemption or exchange (including deemed exchange) of common units for cash or stock occurs. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners maintaining a continued ownership interest in FAH, LLC. In general, the Continuing Equity Owners’ rights under the Tax Receivable Agreement are assignable, including to transferees of common units in FAH, LLC (other than the Company as transferee pursuant to a redemption or exchange of common units in FAH, LLC). The Company expects to benefit from the remaining 15 % of the tax benefits, if any, that the Company may realize. The Company is not obligated to make any payments under the Tax Receivable Agreement until the tax benefits associated with the transaction that gave rise to the payment are realized. Amounts payable under the Tax Receivable Agreement are contingent upon, among other things, (i) the generation of future taxable income over the term of the Tax Receivable Agreement and (ii) future changes in tax laws. If the Company does not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then it would not be required to make the related Tax Receivable Agreement payments. During years ended December 31, 2020 and 2019, the Company acquired an aggregate of 0.5 million and 9.5 million common units of FAH, LLC, respectively, in connection with the redemption of common units, which resulted in an increase in the tax basis of our investment in FAH, LLC subject to the provisions of the Tax Receivable Agreement. As a result of these exchanges, during the years ended December 31, 2020 and 2019, the Company recognized an increase to its net deferred tax assets in the amount of $ 0.5 million and $ 48.1 million, respectively, and corresponding Tax Receivable Agreement liabilities, representing 85 % of the aggregate tax benefits we expect to realize from the tax basis increases related to the redemption of FAH, LLC common units, after concluding it was probable that such Tax Receivable Agreement payments would be paid in the future based on our estimate of future taxable income. There were no transactions subject to the Tax Receivable Agreement for which the Company did not recognize the related liability during the years ended December 31, 2020, 2019 and 2018, as we concluded that it was probable that the Company would have sufficient future taxable income to utilize all of the related tax benefits. 96 Table of Contents The following table summarizes changes in the amount of the Company’s Tax Receivable Agreement liability for the three years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Beginning Balance $ 65,816 $ 6,771 $ — Additional liabilities for exchanges 1,000 59,045 6,771 Adjustment to remeasurement of liabilities 87 152 — Payments under tax receivable agreement ( 4,586 ) ( 152 ) — Ending balance $ 62,317 $ 65,816 $ 6,771 14. Commitments and Contingencies The following table summarizes the Company’s future minimum commitments as of December 31, 2020 (in thousands): 2021 2022 2023 2024 2025 Thereafter Total Long term debt $ 11,750 $ 24,969 $ 29,375 $ 127,781 $ — $ — $ 193,875 Operating leases 14,315 14,312 11,952 11,279 10,028 27,614 89,500 Liabilities under tax receivable agreement (1) 2,020 5,350 3,651 3,724 3,804 43,768 62,317 Minimum royalty obligations (2) 4,985 231 63 — — — 5,279 Total $ 33,070 $ 44,862 $ 45,041 $ 142,784 $ 13,832 $ 71,382 $ 350,971 (1) See Note 13, Liabilities under Tax Receivable Agreement. (2) Represents minimum guaranteed royalty payments under licensing arrangements. License Agreements The Company enters into license agreements with various licensors of copyrighted and trademarked characters and design in connection with the products that it sells. The agreements generally require royalty payments based on product sales and in some cases may require minimum royalty and other related commitments. Employment Agreements The Company has employment agreements with certain officers. The agreements include, among other things, an annual bonus based on certain performance metrics of the Company, as defined by the board, and up to one year ’s severance pay beyond termination date. Debt The Company has entered into a credit agreement which includes a term loan facility and a revolving credit facility. See Note 10, Debt. Leases The Company has entered into non-cancellable operating leases for office, warehouse, and distribution facilities, with original lease periods expiring through 2032. Some operating leases also contain the option to renew for five-year periods at prevailing market rates at the time of renewal. In addition to minimum rent, certain of the leases require payment of real estate taxes, insurance, common area maintenance charges, and other executory costs. See Note 11, Leases. 97 Table of Contents Liabilities under Tax Receivable Agreement The Company is party to the Tax Receivable Agreement with FAH, LLC and each of the Continuing Equity Owners that provides for the payment by the Company to the Continuing Equity Owners under certain circumstances. See Note 13, Liabilities under Tax Receivable Agreement. Legal Contingencies The Company is involved in claims and litigation in the ordinary course of business, some of which seek monetary damages, including claims for punitive damages, which are not covered by insurance. For certain pending matters, accruals have not been established because such matters have not progressed sufficiently through discovery, and/or development of important factual information and legal information is insufficient to enable the Company to estimate a range of possible loss, if any. An adverse determination in one or more of these pending matters could have an adverse effect on the Company’s consolidated financial position, results of operations or cash flows. We are, and may in the future become, subject to various legal proceedings and claims that arise in or outside the ordinary course of business. For example, on March 10, 2020, a purported stockholder of the Company filed a putative class action lawsuit in the United States District Court for the Central District of California against us and certain of our officers, entitled Ferreira v. Funko, Inc. et al. The complaint alleges that we violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as well as Rule 10b-5 promulgated thereunder, by making allegedly materially misleading statements in our earnings announcement and Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, as well as by omitting material facts necessary to make the statements made therein not misleading. The lawsuit seeks, among other things, compensatory damages and attorneys’ fees and costs. Two additional complaints making substantially similar allegations— Nahas v. Funko, Inc. et al. and Dachev v. Funko, Inc. et al. —were filed April 3, 2020 in the United States District Court for the Central District of California and April 9, 2020 in the United States District Court for the Western District of Washington, respectively. On June 11, 2020, the Central District of California actions were consolidated for all purposes into one action under the Ferreira caption, and a lead plaintiff and lead counsel were appointed pursuant to the Private Securities Litigation Reform Act. Lead plaintiff filed the consolidated complaint on July 31, 2020, against us and certain of our officers and directors, as well as entities affiliated with ACON. The consolidated complaint added Section 10(b) and 20(a) claims based on our earnings announcement and Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, as well as claims under Section 20A of the Securities Exchange Act of 1934. All defendants moved to dismiss the consolidated action on October 2, 2020, and briefing on the motions to dismiss concluded on January 29, 2021. On February 26, 2021, the Court granted our motion to dismiss the Ferreira action, allowing the plaintiffs leave to amend the complaint. On June 25, 2020, the Dachev action was voluntarily dismissed. Five shareholder derivative actions based on the earnings announcement and Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 have been brought on behalf of the Company against certain of our directors and officers. Specifically, on April 23, June 5, and June 10, 2020, the actions captioned Cassella v. Mariotti et al. , Evans v. Mariotti et al. , and Igelido v. Mariotti et al. , respectively, were filed in the United States District Court for the Central District of California. On July 6, 2020, these three actions were consolidated for all purposes into one action under the title In re Funko, Inc. Derivative Litigation , and on August 13, 2020, the consolidated action was stayed pending final resolution of the motion to dismiss in the Ferreira action. Additionally, on July 14 and July 31, 2020, the actions captioned Rubin v. Mariotti et al. and Fletcher v. Mariotti et al. , respectively, were filed in the United States District Court for the District of Delaware. These two actions were consolidated for all purposes into one action under the title In re Funko, Inc. Stockholder Derivative Litigation on September 8, 2020. On October 30, 2020, the consolidated action was transferred to the United States District Court for the Central District of California. The complaints filed in the shareholder derivative actions have alleged breaches of fiduciary duties, unjust enrichment, waste of corporate assets, insider trading, and violations of the Exchange Act. The actions seek, among other things, payment of damages to the Company and to disgorge the directors and officers from all profits and benefits they obtained due to their alleged wrongful conduct. Additionally, between November 16, 2017 and June 12, 2018, seven purported stockholders of the Company filed putative class action lawsuits in the Superior Court of Washington in and for King County against us, certain of our officers and directors, ACON, Fundamental, the underwriters of our IPO, and certain other defendants. 98 Table of Contents On July 2, 2018, the suits were ordered consolidated for all purposes into one action under the title In re Funko, Inc. Securities Litigation . On August 1, 2018, plaintiffs filed a consolidated complaint against us, certain of our officers and directors, ACON, Fundamental, and certain other defendants. On October 1, 2018, we moved to dismiss the action. The motion was fully briefed as of November 30, 2018, and oral argument on the motion was held on May 3, 2019. On August 2, 2019, the Court granted our motion to dismiss the consolidated state litigation, allowing plaintiffs leave to amend the complaint. The Court found, inter alia, that “Funko’s statements regarding its financial disclosures were not materially false or misleading” and that “plaintiffs have not shown that Funko’s ‘opinion statements’ were false or that such statements were not simply corporate optimism or puffery.” On October 3, 2019, plaintiffs filed a first amended consolidated complaint. We moved to dismiss that complaint on December 5, 2019. The motion was fully briefed as of March 17, 2020, and oral argument on the motion was held on May 15, 2020. On August 5, 2020, the Superior Court of Washington in and for King County dismissed the consolidated action with prejudice. Plaintiffs filed a notice of appeal to the Washington Court of Appeals on September 4, 2020 and their opening brief on February 12, 2021. We expect briefing on the appeal to conclude mid-2021. On June 4, 2018, a putative class action lawsuit entitled Kanugonda v. Funko, Inc., et al. was filed in the United States District Court for the Western District of Washington against us, certain of our officers and directors, and certain other defendants. On January 4, 2019, a lead plaintiff was appointed in that case. On April 30, 2019, the lead plaintiff filed an amended complaint against the previously named defendants. The parties to the federal action, now captioned Berkelhammer v. Funko, Inc. et al. , have agreed to a stay of that action pending developments in the state case. The complaints in Washington state court and Berkelhammer v. Funko, Inc. et al. allege that we violated Sections 11, 12, and 15 of the Securities Act of 1933, as amended, by making allegedly materially misleading statements in documents filed with the U.S. Securities and Exchange Commission in connection with our IPO and by omitting material facts necessary to make the statements made therein not misleading. The lawsuits seek, among other things, compensatory statutory damages and rescissory damages in account of the consideration paid for our Class A common stock by the plaintiffs and members of the putative class, as well as attorneys’ fees and costs. Finally, on December 8, 2020 and February 3, 2021, two purported stockholders of the Company filed complaints against us in the Court of Chancery of the State of Delaware to compel inspection of books and records pursuant to 8 Del. C. § 220. Those actions, captioned Silverberg v. Funko, Inc. and De La Combe v. Funko, Inc. , respectively, are pending. We are party to additional legal proceedings incidental to our business. While the outcome of these additional matters could differ from management’s expectations, we do not believe that the resolution of such matters is reasonably likely to have a material effect on our results of operations or financial condition. 15. Segments The Company identifies its segments according to how the business activities are managed and evaluated and for which discrete financial information is available and for which is regularly reviewed by its Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. Because its CODM reviews financial performance and allocates resources at a consolidated level on a regular basis, it has one segment. The following tables present summarized product information as a percent of sales: Year ended December 31, 2020 2019 2018 Figures 77.2 % 80.8 % 81.6 % Other 22.8 % 19.2 % 18.4 % Year ended December 31, 2020 2019 2018 Pop! Branded Products 76.2 % 78.6 % 76.1 % Loungefly Branded Products 13.0 % 9.1 % 5.6 % Other 10.8 % 12.3 % 18.3 % 99 Table of Contents The following tables present summarized geographical information (in thousands): Year ended December 31, 2020 2019 2018 Net sales: United States $ 488,823 $ 523,897 $ 466,044 Europe 111,997 198,203 149,260 Other International 51,717 73,022 70,769 Total net sales $ 652,537 $ 795,122 $ 686,073 December 31, 2020 2019 Long-lived assets: United States $ 72,813 $ 78,394 Vietnam and China 16,144 19,606 United Kingdom 29,998 35,396 Total long-lived assets $ 118,955 $ 133,396 16. Related Party Transactions The Company sells products to Forbidden Planet, a U.K. retailer through its wholly owned subsidiary Funko UK, Ltd. One of the investors in Forbidden Planet is an employee of Funko UK, Ltd. For the years ended December 31, 2020 and 2019, the Company recorded approximately $ 2.0 million and $ 2.3 million, respectively, in net sales from business with Forbidden Planet. At December 31, 2020 and 2019, accounts receivable from Forbidden Planet were $ 0.5 million and $ 0.2 million on the consolidated balance sheets, respectively. In February 2019, in connection with the Forrest-Pruzan Acquisition, the Company assumed two leases of office space with Roll and Move, LLC and Roll and Move II LLC, both of which are owned by certain former owners of Forrest-Pruzan Creative LLC, one of whom remains an employee of the Company. For both of the years ended December 31, 2020 and 2019, the Company recorded $ 0.2 million, of rental expense related to the leases, which was recorded in selling, general and administrative expenses in the Company’s consolidated statements of operations. 17. Employee Benefit Plans We currently maintain the Funko 401(k) Plan, a defined contribution retirement and savings plan, for the benefit of our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) Plan on the same terms as other full-time employees. The Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) Plan. Currently, we match contributions made by participants in the 401(k) Plan up to 4 % of the employee earnings, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) Plan, and making fully vested matching contributions, adds to the overall desirability of our compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. The Company’s employer matching contributions were $ 1.5 million, $ 1.6 million and $ 1.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. 100 Table of Contents 18. Stockholders’ Equity The Amended and Restated Certificate of Incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, up to 50,000,000 shares of Class B common stock and 20,000,000 shares of preferred stock, each having a par value of $ 0.0001 per share. Shares of Class A common stock have both economic and voting rights. Shares of Class B common stock have no economic rights, but do have voting rights. Holders of shares of Class A common stock and Class B common stock are entitled to one vote per share on all matters presented to stockholders. The Company’s board of directors has the discretion to determine the rights, preferences, privileges, restrictions and liquidation preferences of any series of preferred stock. Reorganization Transactions On November 1, 2017, in connection with the completion of the IPO, the Company completed a series of reorganization Transactions. The Transactions included the following: • The amendment and restatement of the existing FAH, LLC limited liability company agreement (the “FAH LLC Agreement”) to, among other things, (i) convert all existing ownership interests (including vested profits interests and all unvested profits interests and existing warrants to purchase ownership interests in FAH, LLC) into common units of FAH, LLC (subject to common units received in exchange for unvested profits interests remaining subject to time-based vesting requirements), and (ii) appoint the Company as FAH, LLC’s sole managing member upon its acquisition of common units in connection with the IPO; • The amendment and restatement of the Company’s certificate of incorporation to, among other things, provide (i) for Class A common stock, with each share of Class A common stock entitling its holders to one vote per share on all matters presented to stockholders generally and (ii) for Class B common stock, with each share of Class B common stock entitling its holders to one vote per share on all matters presented to stockholders generally and that shares of Class B common stock may only be held by the Continuing Equity Owners and their permitted transferees; • Certain funds affiliated with ACON Funko Investors (the “Former Equity Owners”) exchanged their indirect ownership interests in common units of FAH, LLC for 12,921,039 shares of Class A common stock on a one-for-one basis; and • The Company entered into (i) a stockholders’ agreement with ACON Funko Investors and the Former Equity Owners, Fundamental Capital, LLC and Funko International, LLC (collectively, “Fundamental”) and Brian Mariotti, the Company’s Chief Executive Officer, (ii) a registration rights agreement with certain of the Original Equity Owners (including each of the Company’s executive officers), and (iii) a tax receivable agreement (the “Tax Receivable Agreement”) with FAH, LLC and each of the Continuing Equity Owners. The Transactions were effected on November 1, 2017, prior to the time the Company’s Class A common stock was registered under the Exchange Act, and prior to the completion of the IPO. 101 Table of Contents FAH, LLC Recapitalization The FAH LLC Agreement, among other things, appointed the Company as FAH, LLC’s sole managing member and reclassified all outstanding membership interests in FAH, LLC as non-voting common units. As the sole managing member of FAH, LLC, the Company controls the management of FAH, LLC. As a result, the Company consolidates FAH, LLC’s financial results and reports a non-controlling interest related to the economic interest of FAH, LLC held by the Continuing Equity Owners. The Amended and Restated Certificate of Incorporation and the FAH LLC Agreement discussed above requires FAH, LLC and the Company to, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of common units owned by the Company and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of common units owned by the Continuing Equity Owners (other than common units issuable upon the exercise of options and common units that are subject to time-based vesting requirements (the “Excluded Common Units”)). The Company may issue shares of Class B common stock only to the extent necessary to maintain the one-to-one ratio between the number of common units of FAH, LLC held by the Continuing Equity Owners (other than the Excluded Common Units) and the number of shares of Class B common stock issued to the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of common units of FAH, LLC. Only permitted transferees of common units held by the Continuing Equity Owners will be permitted transferees of Class B common stock. The Continuing Equity Owners may from time to time at each of their options (subject, in certain circumstances, to time-based vesting requirements) require FAH, LLC to redeem all or a portion of their common units in exchange for, at the Company’s election, newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the FAH LLC Agreement; provided that, at the Company’s election, the Company may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. Simultaneously with the payment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange of common units pursuant to the terms of the FAH LLC Agreement, a number of shares of our Class B common stock registered in the name of the redeeming or exchanging Continuing Equity Owner will be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged. Equity-Based Compensation Funko, Inc. 2017 Incentive Award Plan . On October 23, 2017, the Company adopted the Funko, Inc. 2017 Incentive Award Plan (the “2017 Plan”). The Company reserved a total of 5,518,518 shares of Class A common stock for issuance pursuant to the 2017 Plan. In connection with the IPO, the Company granted 1,028,500 options to purchase shares of Class A common stock to certain of its directors, executive officers and employees. Subsequent to the IPO, the Company has granted options to purchase shares of Class A common stock and restricted stock units on Class A common stock to certain of its directors, executive officers and employees under the 2017 Plan. Funko, Inc. 2019 Incentive Award Plan . Effective April 18, 2019, the Company adopted the Funko, Inc. 2019 Incentive Award Plan (the "2019 Plan"). We have also reserved for issuance an aggregate number of shares under the 2019 Plan equal to the sum of (i) 3,000,000 shares of our Class A common stock and (ii) an annual increase on the first day of each calendar year beginning on January 1, 2020 and ending on and including January 1, 2029, equal to the lesser of (A) 2 % of the shares of Class A Common Stock outstanding as of the last day of the immediately preceding fiscal year on a fully-diluted basis and (B) such lesser number of shares of Class A common stock as determined by our board of directors. The number of unissued common shares reserved for future grants under the 2017 Plan and 2019 Plan was 686,263 and 2,291,785 , respectively as of December 31, 2020. 102 Table of Contents A summary of stock option activity for the year ended December 31, 2020 is as follows: Funko, Inc. Stock Options Weighted Average Exercise Price Aggregate Intrinsic Value Remaining Contractual Life (in thousands) (in thousands) (years) Outstanding at December 31, 2019 2,683 $ 15.55 $ 7,524 8.60 Granted 926 4.63 — Exercised ( 3 ) 12.00 13 Forfeited ( 701 ) 11.52 480 Outstanding at December 31, 2020 2,905 13.05 4,069 8.05 Options exercisable at December 31, 2020 1,361 $ 14.80 $ — 7.48 A summary of restricted stock unit activity for the year ended December 31, 2020 is as follows: Funko, Inc. Restricted Stock Units Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Remaining Contractual Life (in thousands) (in thousands) (years) Unvested at December 31, 2019 1,548 $ 15.72 $ 26,564 3.14 Granted 662 4.85 3,282 Vested ( 218 ) 13.10 1,477 Forfeited ( 124 ) 9.61 805 Unvested at December 31, 2020 1,868 $ 12.58 $ 19,394 2.37 Options to purchase common units in FAH, LLC. In connection with the IPO, existing options to purchase Class A units in FAH, LLC were converted into 555,867 options to purchase common units in FAH, LLC. A summary of FAH, LLC stock option activity for the year ended December 31, 2020 is as follows: FAH, LLC Stock Options Weighted Average Exercise Price Aggregate Intrinsic Value Remaining Contractual Life (in thousands) (in thousands) (years) Outstanding at December 31, 2019 436 0.43 7,299 3.87 Exercised ( 208 ) 0.85 944 Forfeited — Cancelled — Outstanding at December 31, 2020 228 $ 0.05 $ 2,437 2.41 Options exercisable at December 31, 2020 228 $ 0.05 $ 2,437 2.41 Unvested common units in FAH, LLC. In connection with the IPO, unvested common units to purchase profit interests in FAH, LLC were converted into 1,901,327 unvested common units of FAH, LLC. 103 Table of Contents A summary of unvested common unit activity for the year ended December 31, 2020 is as follows: Common Units Weighted Average Grant Date Fair Value (in thousands) Unvested at December 31, 2019 42 $ 110 Granted — — Vested ( 40 ) 106 Forfeited ( 2 ) 4 Unvested at December 31, 2020 — $ — The following table presents information on stock option exercises (in thousands): Year ended December 31, 2020 2019 2018 Cash received for exercise price $ 219 $ 2,217 $ 23 Intrinsic value $ 957 $ 3,404 $ 62 Equity-based compensation expense . The Company measures and recognizes expense for its equity-based compensation granted to employees and directors based on the fair value of the awards on the grant date. The fair value of restricted stock units is based on the market price of Class A common stock on the date of grant. The fair value of option awards is estimated at the grant date using the Black-Scholes option pricing model that requires management to apply judgment and make estimates, including: • Volatility —this is estimated based primarily on historical volatilities of a representative group of publicly traded consumer product companies with similar characteristics • Risk-free interest rate —this is the U.S. Treasury rate as of the grant date having a term equal to the expected term of the award • Expected term —represents the estimated period of time until an award is exercised and was calculated based on the simplified method • Dividend yield —the Company does not plan to pay dividends in the foreseeable future For each of the options granted under the 2017 Plan and 2019 Plan, the following were the weighted-average of the option pricing model inputs: Year ended December 31, 2020 2019 2018 Expected term (years) 6.05 6.07 6.25 Expected volatility 45.6 % 38.7 % 34.4 % Risk-free interest rate 0.5 % 2.4 % 2.8 % Dividend yield — % — % — % The weighted-average fair value of stock options granted for the years ended December 31, 2020, 2019 and 2018 was $ 1.90 , $ 8.35 , and $ 5.31 per share, respectively. Equity-based compensation expense is recognized on a straight-line basis over the vesting period of the award. The Company records equity-based compensation to selling, general and administrative expense on the consolidated statements of operations. Equity-based compensation for the years ended December 31, 2020, 2019 and 2018 was $ 10.1 million, $ 13.0 million and $ 9.1 million, respectively. 104 Table of Contents As of December 31, 2020, there was $ 20.8 million of total unrecognized equity-based compensation expense that the Company expected to recognize over a remaining weighted-average period of 2.3 years. Of this, $ 6.9 million is related to options to purchase Class A common stock in Funko, Inc. and $ 13.9 million is related to unvested restricted stock units in Class A common stock of Funko, Inc. As of December 31, 2020, the Company expected to recognize these costs over a remaining weighted average period of 2.2 years for options to purchase Class A units in Funko, Inc., and 2.4 years for unvested restricted stock units in Class A common stock of Funko, Inc. 19. Non-controlling Interests The Company is the sole managing member of FAH, LLC and as a result consolidates the financial results of FAH, LLC. The Company reports a non-controlling interest representing the common units of FAH, LLC held by the Continuing Equity Owners. Changes in Funko, Inc.’s ownership interest in FAH, LLC while Funko, Inc. retains its controlling interest in FAH, LLC will be accounted for as equity transactions. As such, future redemptions or direct exchanges of common units of FAH, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when FAH, LLC has positive or negative net assets, respectively. Net income and comprehensive income are attributed between Funko, Inc. and noncontrolling interest holders based on each party’s relative economic ownership interest in FAH, LLC. As of December 31, 2020, 2019 and 2018, Funko, Inc. owned 35.7 million, 34.9 million and 25.0 million of FAH, LLC common units, respectively, representing a 69.5 %, 68.7 % and 50.2 % economic ownership interest in FAH, LLC, respectively. Net income and comprehensive income of FAH, LLC excludes certain activity attributable to Funko, Inc., including $ 10.0 million, $ 10.8 million and $ 6.4 million of equity-based compensation expense for share-based compensation awards issued by Funko, Inc. for the years ended December 31, 2020, 2019 and 2018, respectively, and $ 0.4 million of income tax benefit, $ 2.2 million and $ 3.6 million of income tax expense for corporate, federal, state and local taxes attributable to Funko, Inc. for the years ended December 31, 2020, 2019 and 2018, respectively. 20. Earnings per Share Basic and Diluted Earnings per Share Basic earnings per share of Class A common stock is computed by dividing net income available to Funko, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income available to Funko, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. 105 Table of Contents The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Year Ended December 31, 2020 Year Ended December 31, 2019 Year Ended December 31, 2018 (in thousands, except per share data) Numerator: Net income $ 9,763 $ 27,820 $ 25,062 Less: net income attributable to non-controlling interests 5,802 16,095 17,599 Net income attributable to Funko, Inc. — basic $ 3,961 $ 11,725 $ 7,463 Add : Reallocation of net income attributable to non- controlling interests from the assumed exchange of common units of FAH, LLC for Class A common stock — — — Net income attributable to Funko, Inc. — diluted $ 3,961 $ 11,725 $ 7,463 Denominator: Weighted-average shares of Class A common stock outstanding — basic 35,270,795 30,897,569 23,821,025 Add: Dilutive common units of FAH, LLC that are convertible into Class A common stock 304,327 1,064,145 1,381,637 Add: Dilutive Funko, Inc. equity compensation awards 194,891 964,059 357,396 Weighted-average shares of Class A common stock outstanding — diluted 35,770,013 32,925,773 25,560,058 Earnings per share of Class A common stock — basic $ 0.11 $ 0.38 $ 0.31 Earnings per share of Class A common stock — diluted $ 0.11 $ 0.36 $ 0.29 For the years ended December 31, 2020, 2019 and December 31, 2018 an aggregate of 19.7 million, 20.1 million and 25.7 million of potentially dilutive securities, respectively, were excluded from the weighted-average in the computation of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive. For the years ended December 31, 2020, 2019 and 2018 anti-dilutive securities included 15.8 million, 19.1 million and 25.1 million of common units of FAH, LLC that are convertible into Class A common stock, but were excluded from the computations of diluted earnings per share because the effect would have been anti-dilutive under the if-converted method. Shares of the Company’s Class B common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. 106 Table of Contents Schedule I: Condensed Financial Information of Registrant FUNKO, INC. CONDENSED STATEMENTS OF OPERATIONS (PARENT COMPANY ONLY) Year Ended December 31, 2020 2019 2018 (in thousands) Intercompany revenue $ 307 $ 739 $ 1 Selling, general, and administrative expenses 10,269 11,211 6,397 Total operating expenses 10,269 11,211 6,397 Loss from operations ( 9,962 ) ( 10,472 ) ( 6,396 ) Interest (expense) income, net ( 36 ) — 26 Tax receivable agreement liability adjustment ( 87 ) ( 152 ) — Equity in net income of subsidiaries 13,674 24,525 17,432 Income before income taxes 3,589 13,901 11,062 Income tax (benefit) expense ( 372 ) 2,176 3,599 Net income $ 3,961 $ 11,725 $ 7,463 See accompanying Notes to Condensed Financial Information 107 Table of Contents Schedule I: Condensed Financial Information of Registrant (continued) FUNKO, INC. CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (PARENT COMPANY ONLY) Year Ended December 31, 2020 2019 2018 (in thousands) Net income $ 3,961 $ 11,725 $ 7,463 Other comprehensive income: Foreign currency translation gain (loss), net of tax effect of $( 274 ), $( 282 ) and $ 51 for the years ended December 31, 2020, 2019 and 2018, respectively 927 958 ( 973 ) Comprehensive income attributable to Funko, Inc. $ 4,888 $ 12,683 $ 6,490 See accompanying Notes to Condensed Financial Information 108 Table of Contents Schedule I: Condensed Financial Information of Registrant (continued) FUNKO, INC. CONDENSED BALANCE SHEETS (PARENT COMPANY ONLY) December 31, 2020 2019 (in thousands, except per share data) Assets Current assets: Cash and cash equivalents $ 34,568 $ 336 Income tax receivable 294 3,816 Total current assets 34,862 4,152 Intercompany receivable 117,995 144,102 Deferred tax asset 54,734 57,547 Investment in subsidiaries 97,523 85,916 Total assets $ 305,114 $ 291,717 Liabilities and Stockholders' Equity Current liabilities: Current portion of liabilities under tax receivable agreement 2,020 4,262 Accrued expenses and other current liabilities 40 — Total current liabilities 2,060 4,262 Liabilities under tax receivable agreement, net of current portion 60,297 61,554 Other long-term liabilities 490 490 Commitments and contingencies Stockholders' equity: Class A common stock, par value $ 0.0001 per share, 200,000 shares authorized; 35,657 shares and 34,918 shares issued and outstanding as of December 31, 2020 and 2019, respectively 4 3 Class B common stock, par value $ 0.0001 per share, 50,000 shares authorized; 14,040 shares and 14,515 shares issued and outstanding as of December 31, 2020 and 2019, respectively 1 1 Additional paid-in-capital 216,141 204,174 Accumulated other comprehensive income 1,718 791 Retained earnings 24,403 20,442 Total stockholders' equity 242,267 225,411 Total liabilities and stockholders' equity $ 305,114 $ 291,717 See accompanying Notes to Condensed Financial Information 109 Table of Contents Schedule I: Condensed Financial Information of Registrant (continued) FUNKO, INC. CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY ONLY) Year Ended December 31, 2020 2019 2018 (in thousands) Operating Activities Net income $ 3,961 $ 11,725 $ 7,463 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net income of subsidiaries ( 13,674 ) ( 24,525 ) ( 17,432 ) Equity-based compensation 10,007 10,827 6,366 Deferred tax expense (benefit) 2,792 ( 2,518 ) ( 873 ) Tax receivable liability adjustment 87 152 — Changes in operating assets and liabilities: Income tax receivable 3,521 ( 3,816 ) — Due from related parties, net 26,007 ( 19,182 ) ( 5,040 ) Prepaid expenses and other assets — ( 2,336 ) — Income taxes payable — ( 3,497 ) 2,495 Accrued expenses and other liabilities 304 1,985 547 Net cash provided by (used in) operating activities 33,005 ( 31,185 ) ( 6,474 ) Financing Activities Tax distribution received from FAH, LLC 5,825 29,502 6,495 Tax receivable agreement payments ( 4,639 ) ( 173 ) — Proceeds from exercise of equity-based options 41 2,148 23 Net cash provided by financing activities 1,227 31,477 6,518 Net increase in cash and cash equivalents 34,232 292 44 Cash and cash equivalents at beginning of period 336 44 — Cash and cash equivalents at end of period $ 34,568 $ 336 $ 44 Supplemental Cash Flow Information Income tax payments $ 2,116 $ 11,969 $ 1,430 Establishment of liabilities under tax receivable agreement 1,000 59,045 6,771 Issuance of equity instruments for acquisitions — 2,221 — See accompanying Notes to Condensed Financial Information 110 Table of Contents Schedule I: Condensed Financial Information of Registrant (continued) FUNKO, INC. NOTES TO CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY) December 31, 2020 1. Organization Funko, Inc. (the “Parent Company”) was formed on April 21, 2017 as a Delaware corporation and is a holding company with no direct operations. The Parent Company's assets consist primarily of cash and cash equivalents, its equity interest in FAH, LLC, and certain deferred tax assets. The Parent Company also had three wholly owned subsidiaries with direct ownership interest in FAH, LLC until the subsidiaries were dissolved and liquidated on June 30, 2020. The Parent Company's cash inflows are primarily from distributions and other transfers from FAH, LLC. The amounts available to the Parent Company to fulfill cash commitments are subject to certain restrictions in FAH, LLC’s Credit Facilities. See Note 10 to the Funko, Inc. consolidated financial statements, appearing elsewhere in this Form 10-K. 2. Basis of Presentation These condensed Parent Company financial statements should be read in conjunction with the consolidated financial statements of Funko, Inc. and its subsidiaries and the accompanying notes thereto, included in this Form 10-K. For purposes of this condensed financial information, the Parent Company's interest in FAH, LLC is recorded based upon its proportionate share of FAH, LLC's net assets (similar to presenting them on the equity method). The Parent Company is the sole managing member of FAH, LLC, and pursuant to the Amended and Restated LLC Agreement of FAH, LLC (the “LLC Agreement”), receives compensation in the form of reimbursements for all costs associated with being a public company. Intercompany revenue consists of these reimbursement payments and is recognized when the corresponding expense to which it relates is recognized. Certain intercompany balances presented in these condensed Parent Company financial statements are eliminated in the consolidated financial statements. For the years ended December 31, 2020, 2019, and 2018, the full amounts of intercompany revenue and equity in net income of subsidiaries in the Parent Company Statements of Operations were eliminated in consolidation. An intercompany receivable was owed to the Parent Company by FAH, LLC of $ 118.0 million and $ 144.1 million as of December 31, 2020 and 2019, respectively. Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $ 62.3 million and $ 65.8 million as of December 31, 2020 and 2019, respectively. 3. Commitments and Contingencies The Parent Company is party to a tax receivable agreement with certain holders of common units in FAH, LLC (the "Continuing Equity Owners") that provides for the payment by the Parent Company to the Continuing Equity Owners of 85 % of the amount of any tax benefits that the Parent Company actually realizes, or in some cases is deemed to realize, as a result of certain transactions. See Note 13 to the Funko, Inc. consolidated financial statements, appearing elsewhere in this Form 10-K, for more information regarding the Parent Company's tax receivable agreement. As described in Note 13 to the Funko, Inc. consolidated financial statements, appearing elsewhere in the Form 10-K, amounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Funko, Inc. over the term of the tax receivable agreement and (ii) future changes in tax laws. As of December 31, 2020 and 2019, liabilities under the tax receivable agreement totaled $ 62.3 million and $ 65.8 million, respectively. See Note 14 to the Funko, Inc. consolidated financial statements, appearing elsewhere in this Form 10-K, for information regarding pending and threatened litigation. Pursuant to the LLC Agreement, the Parent Company receives reimbursements for all costs associated with being a public company, which includes costs of litigation. 111 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable.