Funko, Inc. 10-Q

Item 1. Financial Statements FUNKO, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands, except per share data) Net sales $ 247,657 $ 240,028 $ 463,356 $ 491,906 Cost of sales (exclusive of depreciation and amortization) 143,609 170,019 273,036 372,322 Selling, general, and administrative expenses 77,897 85,632 163,492 185,693 Depreciation and amortization 15,419 14,893 30,998 28,869 Total operating expenses 236,925 270,544 467,526 586,884 Income (loss) from operations 10,732 ( 30,516 ) ( 4,170 ) ( 94,978 ) Interest expense, net 5,081 7,264 11,392 12,950 Loss on debt extinguishment — — — 494 Gain on tax receivable agreement liability adjustment — ( 99,620 ) — ( 99,620 ) Other (income) expense, net ( 557 ) ( 401 ) 996 421 Income (loss) before income taxes 6,208 62,241 ( 16,558 ) ( 9,223 ) Income tax expense 789 138,103 1,689 127,783 Net income (loss) 5,419 ( 75,862 ) ( 18,247 ) ( 137,006 ) Less: net income (loss) attributable to non-controlling interests 304 ( 2,864 ) ( 699 ) ( 8,697 ) Net income (loss) attributable to Funko, Inc. $ 5,115 $ ( 72,998 ) $ ( 17,548 ) $ ( 128,309 ) Earnings (loss) per share of Class A common stock: Basic $ 0.10 $ ( 1.54 ) $ ( 0.34 ) $ ( 2.71 ) Diluted $ 0.10 $ ( 1.54 ) $ ( 0.34 ) $ ( 2.71 ) Weighted average shares of Class A common stock outstanding: Basic 52,107 47,428 51,406 47,338 Diluted 52,605 47,428 51,406 47,338 See accompanying notes to the unaudited condensed consolidated financial statements. 3 FUNKO, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) Net income (loss) $ 5,419 $ ( 75,862 ) $ ( 18,247 ) $ ( 137,006 ) Other comprehensive income (loss): Foreign currency translation gain (loss), net of tax effect of $ 0 and $( 405 ) for the three months ended June 30, 2024 and 2023, respectively and $ 0 and $( 688 ) for the six months ended June 30, 2024 and 2023, respectively 135 1,394 ( 506 ) 2,448 Comprehensive income (loss) 5,554 ( 74,468 ) ( 18,753 ) ( 134,558 ) Less: Comprehensive income (loss) attributable to non-controlling interests 309 ( 2,709 ) ( 727 ) ( 8,426 ) Comprehensive income (loss) attributable to Funko, Inc. $ 5,245 $ ( 71,759 ) $ ( 18,026 ) $ ( 126,132 ) See accompanying notes to the unaudited condensed consolidated financial statements. 4 FUNKO, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, 2024 December 31, 2023 (In thousands, except per share data) Assets Current assets: Cash and cash equivalents $ 41,551 $ 36,453 Accounts receivable, net 122,174 130,831 Inventories 108,999 119,458 Prepaid expenses and other current assets 30,003 56,134 Total current assets 302,727 342,876 Property and equipment, net 80,768 91,335 Operating lease right-of-use assets, net 55,510 61,499 Goodwill 133,684 133,795 Intangible assets, net 159,460 167,388 Other assets 5,601 7,752 Total assets $ 737,750 $ 804,645 Liabilities and Stockholders’ Equity Current liabilities: Line of credit $ 90,000 $ 120,500 Current portion of long-term debt 22,315 22,072 Current portion of operating lease liabilities 16,631 17,486 Accounts payable 62,724 52,919 Accrued royalties 52,050 54,375 Accrued expenses and other current liabilities 85,329 91,480 Total current liabilities 329,049 358,832 Long-term debt 111,606 130,986 Operating lease liabilities 64,820 71,309 Other long-term liabilities 5,029 5,478 Commitments and Contingencies (Note 6) Stockholders’ equity: Class A common stock, par value $ 0.0001 per share, 200,000 shares authorized; 52,488 and 50,549 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively 5 5 Class B common stock, par value $ 0.0001 per share, 50,000 shares authorized; 1,433 and 2,277 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively — — Additional paid-in-capital 335,808 326,180 Accumulated other comprehensive loss ( 658 ) ( 180 ) Accumulated deficit ( 111,612 ) ( 94,064 ) Total stockholders’ equity attributable to Funko, Inc. 223,543 231,941 Non-controlling interests 3,703 6,099 Total stockholders’ equity 227,246 238,040 Total liabilities and stockholders’ equity $ 737,750 $ 804,645 See accompanying notes to the unaudited condensed consolidated financial statements. 5 FUNKO, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, 2024 2023 (In thousands) Operating Activities Net income (loss) $ ( 18,247 ) $ ( 137,006 ) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 30,998 27,851 Equity-based compensation 7,100 8,437 Loss on debt extinguishment — 494 Gain on tax receivable agreement liability adjustment — ( 99,620 ) Deferred tax expense — 123,206 Other, net 641 ( 2,517 ) Changes in operating assets and liabilities, net of amounts acquired: Accounts receivable, net 8,385 33,405 Inventories 10,102 61,640 Prepaid expenses and other assets 27,267 237 Accounts payable 10,528 13,400 Accrued royalties ( 2,325 ) ( 15,807 ) Accrued expenses and other liabilities ( 14,054 ) ( 25,756 ) Net cash provided by (used in) operating activities 60,395 ( 12,036 ) Investing Activities Purchases of property and equipment ( 13,261 ) ( 22,712 ) Acquisitions of businesses and related intangible assets, net of cash acquired — ( 5,274 ) Sale of Funko Games inventory and certain intellectual property 6,754 — Other 518 420 Net cash used in investing activities ( 5,989 ) ( 27,566 ) Financing Activities Borrowings on line of credit — 71,000 Payments on line of credit ( 30,500 ) — Payments of long-term debt ( 19,644 ) ( 11,258 ) Other, net 859 ( 2,773 ) Net cash (used in) provided by financing activities ( 49,285 ) 56,969 Effect of exchange rates on cash and cash equivalents ( 23 ) 260 Net change in cash and cash equivalents 5,098 17,627 Cash and cash equivalents at beginning of period 36,453 19,200 Cash and cash equivalents at end of period $ 41,551 $ 36,827 See accompanying notes to the unaudited condensed consolidated financial statements. 6 FUNKO, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) Class A Common Stock Class B Common Stock Additional Paid-In Capital Other Comprehensive Income Accumulated Deficit Non- Controlling Interests Total (in thousands) Shares Amount Shares Amount Period ended March 31, 2024 50,963 $ 5 2,276 $ — $ 330,005 $ ( 788 ) $ ( 116,727 ) $ 5,064 $ 217,559 Distribution to continuing equity owners — — — — — — — ( 90 ) ( 90 ) Equity-based compensation — — — — 3,276 — — — 3,276 Activity under equity-based compensation plans 657 — — — 947 — — — 947 Cumulative translation adjustment, net of tax — — — — — 130 — 5 135 Redemption of common units of FAH, LLC 868 — ( 843 ) — 1,580 — — ( 1,580 ) — Net income — — — — — — 5,115 304 5,419 Period ended June 30, 2024 52,488 $ 5 1,433 $ — $ 335,808 $ ( 658 ) $ ( 111,612 ) $ 3,703 $ 227,246 Class A Common Stock Class B Common Stock Additional Paid-In Capital Other Comprehensive Income Retained Earnings (Deficit) Non- Controlling Interests Total (in thousands) Shares Amount Shares Amount Period ended March 31, 2023 47,326 $ 5 3,293 $ — $ 314,537 $ ( 1,665 ) $ 4,704 $ 15,748 $ 333,329 Distribution to continuing equity owners — — — — — — — ( 1,103 ) ( 1,103 ) Equity-based compensation — — — — 4,795 — — — 4,795 Activity under equity-based compensation plans 171 — — — 199 — — — 199 Cumulative translation adjustment, net of tax — — — — — 1,239 — 155 1,394 Net loss — — — — — — ( 72,998 ) ( 2,864 ) ( 75,862 ) Period ended June 30, 2023 47,497 $ 5 3,293 $ — $ 319,531 $ ( 426 ) $ ( 68,294 ) $ 11,936 $ 262,752 See accompanying notes to the unaudited condensed consolidated financial statements. 7 FUNKO, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) Class A Common Stock Class B Common Stock Additional Paid-In Capital Other Comprehensive Income Accumulated Deficit Non- Controlling Interests Total (in thousands) Shares Amount Shares Amount Period ended December 31, 2023 50,549 $ 5 2,277 $ — $ 326,180 $ ( 180 ) $ ( 94,064 ) $ 6,099 $ 238,040 Distribution to continuing equity owners — — — — — — — ( 88 ) ( 88 ) Equity-based compensation — — — — 7,100 — — — 7,100 Activity under equity-based compensation plans 1,071 — — — 947 — — — 947 Cumulative translation adjustment, net of tax — — — — — ( 478 ) — ( 28 ) ( 506 ) Redemption of common units of FAH, LLC 868 — ( 844 ) — 1,581 — — ( 1,581 ) — Net loss — — — — — — ( 17,548 ) ( 699 ) ( 18,247 ) Period ended June 30, 2024 52,488 $ 5 1,433 $ — $ 335,808 $ ( 658 ) $ ( 111,612 ) $ 3,703 $ 227,246 Class A Common Stock Class B Common Stock Additional Paid-In Capital Other Comprehensive Income Retained Earnings (Deficit) Non- Controlling Interests Total (in thousands) Shares Amount Shares Amount Period ended December 31, 2022 47,192 $ 5 3,293 $ — $ 310,807 $ ( 2,603 ) $ 60,015 $ 21,465 $ 389,689 Distribution to continuing equity owners — — — — — — — ( 1,103 ) ( 1,103 ) Equity-based compensation — — — — 8,437 — — — 8,437 Activity under equity-based compensation plans 305 — — — 287 — — — 287 Cumulative translation adjustment, net of tax — — — — — 2,177 — 271 2,448 Net loss — — — — — — ( 128,309 ) ( 8,697 ) ( 137,006 ) Period ended June 30, 2023 47,497 $ 5 3,293 $ — $ 319,531 $ ( 426 ) $ ( 68,294 ) $ 11,936 $ 262,752 See accompanying notes to the unaudited condensed consolidated financial statements. 8 FUNKO, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Operations The unaudited condensed consolidated financial statements include Funko, Inc. and its subsidiaries (together, the “Company”) and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. 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. Funko, Inc. operates and controls all of FAH, LLC’s operations and, through FAH, LLC and its subsidiaries, conducts FAH, LLC’s business as the sole managing member. Accordingly, the Company consolidates the financial results of FAH, LLC and reports a non-controlling interest in its unaudited condensed consolidated financial statements representing the common units of FAH, LLC interests still held by other owners of FAH, LLC (collectively, the “Continuing Equity Owners”). Interim Financial Information In the opinion of management, all adjustments considered necessary for a fair statement of the results as of the date of and for the interim periods presented have been included, and such adjustments consist of normal recurring adjustments. Certain prior-year amounts have been reclassified to conform to the current year presentation. The unaudited condensed consolidated results of operations for the current interim period are not necessarily indicative of the results for the entire year ending December 31, 2024, due to seasonality and other factors. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) . 2. Significant Accounting Policies and Transactions Use of Estimates The preparation of the Company’s unaudited condensed 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. Significant Accounting Policies A description of the Company’s significant accounting policies is included in the audited consolidated financial statements within its Annual Report on Form 10-K for the year ended December 31, 2023. 9 Significant Transactions In May 2024, the Company reserved for issuance 1,500,000 shares of Class A common stock under the Funko, Inc. 2024 Inducement Award Plan (the “2024 Inducement Award Plan”). As of June 30, 2024, the Company had granted 481,510 shares of Class A common stock underlying restricted stock units with a weighted average grant date fair value of $ 8.39 and 297,974 shares of Class A common stock underlying performance stock options with a weighted average exercise price of $ 8.39 . In January 2024, the Company sold all outstanding inventory and certain intellectual property marketed under and related to Funko Games, to an independent third-party. The Company also entered into a multi-year exclusive worldwide license and distribution agreement with the purchaser, whereby the Company will earn minimum guaranteed royalty payments for the continued use of the Funko brand. Proceeds from the transaction were utilized to pay down the outstanding balance of the Term Loan Facility (as defined below). During the three months ended March 31, 2023, the Company approved an inventory reduction plan to improve U.S. warehouse operational efficiency. The Company recorded a $ 30.1 million inventory write-down included in cost of sales as presented in the condensed consolidated statements of operations. The units were identified and recorded based on an estimate of product costs, associated capitalized freight, net of allocated inventory reserves of the identified units and an estimate of physical destruction costs, during the quarter ended March 31, 2023. The physical destruction plan was completed during the three months ended September 30, 2023. The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic No. 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company reviews its deferred tax assets for recoverability every quarter and valuation allowances are established when management determines, based on all the available evidence, that it is more likely than not that a deferred asset will not be realized. In reviewing all the available evidence management looks at historical pre-tax income or losses, projected future taxable income or loss, and the expected timing of the reversals of existing temporary differences, as deemed appropriate. In addition, all other available positive and negative evidence is taken into consideration for purposes of determining the proper balances of such valuation allowances. As a result of this review, the Company determined that based on all the available evidence, including the Company’s three-year cumulative pre-tax loss position as of June 30, 2023, it was not more likely than not that the results of operations will generate sufficient taxable income to realize its deferred tax assets. Consequently, the Company established a full valuation allowance of $ 123.2 million against its deferred tax assets, thus reducing the carrying balance to $ 0 , and recognized a corresponding increase to tax expense in the consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2023. Future changes to the balances of these valuation allowances, as a result of this continued review and analysis by the Company, could impact the financial statements within the period of change. Pursuant to the tax receivable agreement with FAH, LLC (the “Tax Receivable Agreement “ or “TRA”), the Company is required to make cash payments to the TRA Parties (as defined below) equal to 85 % of the tax benefits, if any, that the Company realizes. See Note 5, Liabilities under Tax Receivable Agreement. 10 As a result of the full valuation allowance on the deferred tax assets, and projected inability to fully utilize all or part of the related tax benefits, the Company determined that certain payments to the TRA Parties related to unrealized tax benefits under the TRA were no longer probable and estimable. Based on this assessment, the Company reduced its TRA liability as of June 30, 2023, to $ 9.6 million, and recognized a gain of $ 99.6 million within the accompanying consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2023. If utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, the Company will record a liability related to the TRA, which would be recognized as pre-tax expense within the consolidated statements of operations and comprehensive income (loss). 3. Fair Value Measurements The Company’s financial instruments, other than those discussed below, include cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities. The carrying amounts 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. Cash equivalents. As of June 30, 2024 and December 31, 2023, cash equivalents included $ 6.3 million and $ 13.5 million, respectively, of highly liquid money market funds, which are classified as Level 1 within the fair value hierarchy. Crypto asset safeguarding liability and corresponding asset. The crypto asset safeguarding liability and corresponding safeguarding asset are measured and recorded at fair value on a recurring basis using prices available in the market the Company determines to be the principal market at the balance sheet date. The Company utilizes recent blockchain sales data through its own Droppp Marketplace to value the non-fungible tokens (“NFTs”) held in platform users' accounts for which it holds the cryptographic key information. As of June 30, 2024 and December 31, 2023, the estimated fair value of the crypto asset safeguarding liability and corresponding asset was $ 7.4 million and $ 6.1 million, respectively, classified at Level 2 within the fair value hierarchy. Debt. The estimated fair value of the Company’s debt instruments, at June 30, 2024 and December 31, 2023, was approximately $ 135.3 million and $ 154.9 million, respectively. The carrying values of the Company’s debt instruments at June 30, 2024 and December 31, 2023, were $ 133.9 million and $ 153.1 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 the Company’s standalone credit risk. 11 4. Debt Debt consists of the following (in thousands): June 30, 2024 December 31, 2023 Revolving Credit Facility $ 90,000 $ 120,500 Term Loan Facility $ 122,246 $ 139,500 Equipment Finance Loan 13,028 15,419 Debt issuance costs ( 1,353 ) ( 1,861 ) Total term debt 133,921 153,058 Less: current portion 22,315 22,072 Long-term debt, net $ 111,606 $ 130,986 Credit Facilities On September 17, 2021, FAH, LLC and certain of its material domestic subsidiaries from time to time (the “Credit Agreement Parties”) entered into a new credit agreement (as amended from time to time, the “Credit Agreement”) with JPMorgan Chase Bank, N.A., PNC Bank, National Association, KeyBank National Association, Citizens Bank, N.A., Bank of the West, HSBC Bank USA, National Association, Bank of America, N.A., U.S. Bank National Association, MUFG Union Bank, N.A., and Wells Fargo Bank, National Association (collectively, the “Initial Lenders”) and JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”), providing for a term loan facility in the amount of $ 180.0 million (the “Term Loan Facility”) and a revolving credit facility of $ 100.0 million (the “Revolving Credit Facility”) (together the “Credit Facilities”). Proceeds from the Credit Facilities were primarily used to repay the Company’s former credit facilities. On April 26, 2022, the Credit Agreement Parties entered into Amendment No. 1 to the Credit Agreement (the “First Amendment”) with the Initial Lenders and JPMorgan Chase Bank, N.A. as administrative agent, which allows for additional Restricted Payments (as defined in the First Amendment) using specified funding sources. On July 29, 2022, the Credit Agreement Parties entered into Amendment No. 2 to the Credit Agreement (the “Second Amendment”) with the Initial Lenders and Goldman Sachs Bank USA (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A. as administrative agent, which increased the Revolving Credit Facility to $ 215.0 million and converted the interest rate index for each of the Credit Facilities from Borrower (as defined in the Credit Agreement) option LIBOR to SOFR. 12 On February 28, 2023, the Credit Agreement Parties entered into an Amendment No. 3 (the “Third Amendment”) to the Credit Agreement to, among other things, (i) modify the financial covenants under the Credit Agreement for the period beginning on the date of the Third Amendment through the fiscal quarter ended December 31, 2023 (the “Waiver Period”), (ii) reduce the size of the Revolving Credit Facility from $ 215.0 million to $ 180.0 million as of the date of the Third Amendment and thereafter to $ 150.0 million on December 31, 2023, which reduction was permanent after the Waiver Period, (iii) restrict the ability to draw on the Revolving Credit Facility during the Waiver Period in excess of the amount outstanding on the date of the Third Amendment, (iv) increase the margin payable under the Credit Facilities during the Waiver Period to (a) 4.00 % per annum with respect to any Term Benchmark Loan or RFR Loan (each as defined in the Credit Agreement), and (b) 3.00 % per annum with respect to any Canadian Prime Loan or ABR Loan (each as defined in the Credit Agreement), (v) allow that any calculation of Consolidated EBITDA (as defined in the Credit Agreement) that includes the fiscal quarters during the Waiver Period may include certain agreed upon amounts for certain addbacks, (vi) further limit our ability to make certain restricted payments, including the ability to pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests, incur additional indebtedness, incur additional liens, enter into sale and leaseback transactions or issue additional equity interests or securities convertible into or exchange for equity interests (other than the issuance of common stock) during the Waiver Period, (vii) require a minimum qualified cash requirement of at least $ 10.0 million and (viii) require a mandatory prepayment of the Revolving Credit Facility during the Waiver Period with any qualified cash proceeds in excess of $ 25.0 million. Beginning in the fiscal quarter ended March 31, 2024, the Third Amendment reset the maximum Net Leverage Ratio and the minimum Fixed Charge Coverage Ratio (each as defined in the Credit Agreement) that must be maintained by the Credit Agreement Parties to 2.50 :1.00 and 1.25 :1.00, respectively, which were the ratios in effect under the Credit Agreement prior to the Third Amendment. On June 11, 2024 (the “Consent Effective Date"), the Credit Agreement Parties entered into that certain Limited Waiver and Limited Consent (the “Limited Waiver and Limited Consent”), with the lenders party thereto (the “Required Lenders”) and the Administrative Agent. Pursuant to the Limited Waiver and Limited Consent, the Administrative Agent and the Required Lenders have agreed to irrevocably and permanently waive, from any time prior to or after the Consent Effective Date, the Credit Agreement Parties’ compliance with the covenant to maintain a minimum threshold of Qualified Cash (as defined in the Credit Agreement). The Term Loan Facility matures on September 17, 2026 (the “Maturity Date”) and amortizes in quarterly installments in aggregate amounts equal to 2.50 % of the original principal amount of the Term Loan Facility, with any outstanding balance due and payable on the Maturity Date. The first amortization payment commenced with the quarter ended on December 31, 2021. The Revolving Credit Facility also matures on the Maturity Date and loans thereunder may be borrowed, repaid, and reborrowed up to such date. Loans under the Credit Facilities will, at the Borrowers’ option, bear interest at either (i) SOFR, EURIBOR, HIBOR, CDOR, Daily Simple SONIA and/or the Central Bank Rate, as applicable, plus (x) 4.00 % per annum and (y) solely in the case of Term SOFR based loans 0.10 % per annum or (ii) ABR or the Canadian prime rate, as applicable, plus 3.00 % per annum, in each case of clauses (i) and (ii), subject to two 0.25 % step-downs based on the achievement of certain leverage ratios following February 28, 2023. Each of SOFR, EURIBOR, HIBOR, CDOR and Daily Simple SONIA rates are subject to a 0 % floor. For loans based on ABR, the Central Bank Rate or the Canadian prime rate, interest payments are due quarterly. For loans based on Daily Simple SONIA, interest payments are due monthly. For loans based on SOFR, EURIBOR, HIBOR or CDOR, interest payments are due at the end of each applicable interest period. 13 The Credit Facilities are secured by substantially all of the assets of the borrowers under the Credit Facilities and any of its existing or future material domestic subsidiaries, subject to customary exceptions. As of June 30, 2024, the Credit Agreement Parties were in compliance with all of the covenants in the Credit Agreement and as of December 31, 2023, the Credit Agreement Parties were in compliance with the modified covenants that were amended pursuant to the Third Amendment and within the Waiver Period. At June 30, 2024 and December 31, 2023, the Credit Agreement Parties had $ 122.2 million and $ 139.5 million, respectively, of borrowings outstanding under the Term Loan Facility and $ 90.0 million and $ 120.5 million of borrowings outstanding under the Revolving Credit Facility, respectively. Interest rates on the outstanding borrowings under the Revolving Credit Facility at June 30, 2024 are reset every 30 days and can be repaid and reborrowed up until the maturity date. At June 30, 2024 and December 31, 2023, the Credit Agreement Parties had $ 60.0 million and $ 20.5 million available under the Revolving Credit Facility, respectively. There were no outstanding letters of credit as of June 30, 2024 and December 31, 2023. Equipment Finance Loan On November 25, 2022, Funko, LLC, Funko Games, LLC, Funko Acquisition Holdings, L.L.C., Funko Holdings LLC and Loungefly, LLC (collectively, “Equipment Finance Credit Parties”), entered into a $ 20.0 million equipment finance agreement (“Equipment Finance Loan”) with Wells Fargo Equipment Finance, Inc. The loan is to be repaid in 48 monthly equal installments starting January 15, 2023 utilizing an annual fixed interest rate of 5.71 %. The Equipment Finance Loan is secured by certain identified assets held within our Buckeye, Arizona warehouse. At June 30, 2024 and December 31, 2023, the Company had $ 13.0 million and $ 15.4 million outstanding under the Equipment Finance Loan, respectively. 5. Liabilities under Tax Receivable Agreement The Company is party to a Tax Receivable Agreement and each of the Continuing Equity Owners, and certain transferees of the Continuing Equity Owners have been joined as parties to the Tax Receivable Agreement (the parties entitled to payments under the Tax Receivable Agreement are referred to herein as the “TRA Parties”) that provides for the payment by the Company to the TRA Parties 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 of FAH, LLC for Class A common stock of Funko, Inc. or cash, and (ii) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement. The Company is generally not obligated to make any payments under the Tax Receivable Agreement until the tax benefits associated with a relevant 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. There were 0.9 million common units of FAH, LLC acquired during both the three and six months ended June 30, 2024. There were no common units of FAH, LLC acquired during the three and six months ended June 30, 2023. 14 As a result of the full valuation allowance on the deferred tax assets, and projected inability to fully utilize all or part of the related tax benefits, the Company determined that certain payments to the TRA Parties related to unrealized tax benefits under the TRA are no longer probable and estimable. Based on this assessment, the Company reduced its TRA liability as of June 30, 2023 to $ 9.6 million. The outstanding balance of the TRA liability as of June 30, 2024 was $ 9.0 million. The following table summarizes changes in the amount of the Company’s Tax Receivable Agreement liability for the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Beginning Balance $ 8,960 $ 109,182 $ 8,960 $ 109,187 Liability reduction — ( 99,620 ) — ( 99,620 ) Payments under tax receivable agreement — — — ( 5 ) Ending balance $ 8,960 $ 9,562 $ 8,960 $ 9,562 6. Commitments and Contingencies 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. These license agreements are complex, and typically grant the Company’s licensors the right to audit our compliance with the terms and conditions of such agreements. Any such audit could result in a dispute over whether the Company has paid the proper royalties and a requirement that the Company pay additional royalties, the amounts of which could be material. As of June 30, 2024, we had a reserve of $ 21.2 million on our balance sheet related to ongoing and future royalty audits, based on estimates of the costs the Company expects to incur. 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 of directors, and up to one year ’s severance pay beyond termination date. Debt The Company is party to a Credit Agreement which includes a Term Loan Facility and a Revolving Credit Facility. The Company is also party to an Equipment Finance Loan. See Note 4, Debt. Tax Receivable Agreement The Company is party to the Tax Receivable Agreement that provides for the payment by the Company to the TRA Parties under certain circumstances. See Note 5, Liabilities under Tax Receivable Agreement. 15 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. 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. The Company is, 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, several stockholder 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 its 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. On May 9, 2022, another complaint, asserting substantially similar claims, was filed in the U.S. District Court for the Central District of California, captioned Smith v. Mariotti, et al. On July 5, 2022, two purported stockholders filed an additional derivative action in the Court of Chancery of the State of Delaware, captioned Fletcher v. Mariotti et al . In March 2023, the Company reached a non-monetary settlement in principle in In re Funko, Inc. Derivative Litigation , Smith v. Mariotti , and Fletcher v. Mariotti et al. and the actions were stayed pending finalization of the settlement. On March 4, 2024, plaintiffs filed a motion for preliminary approval of the settlement with the Court. As part of the settlement, the plaintiffs agreed to dismiss their claims on behalf of the corporation in exchange for a set of corporate governance reforms and attorney’s fees and expenses. The attorney’s fees and expenses will be paid out of Funko’s directors and officers’ insurance. The Court orally granted the motion for preliminary approval at a hearing on April 12, 2024, but has not yet issued a written preliminary approval order or set a hearing date for final approval of the settlement. On June 11, 2021, a purported stockholder filed a related derivative action, captioned Silverberg v. Mariotti, et al. , in the Court of Chancery of the State of Delaware. The Company moved to dismiss the Silverberg complaint on April 3, 2023. Plaintiff responded on May 3, 2023, and briefing was completed on May 25, 2023. The motion remains pending before the Court of Chancery. 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 the Company, certain of its officers and directors, ACON, Fundamental Capital, the underwriters of its IPO, and certain other defendants. 16 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 the Company, certain of its officers and directors, ACON, Fundamental, and certain other defendants. The Company moved to dismiss twice, and the Court twice granted the Company’s motions to dismiss, the second time with prejudice. Plaintiffs appealed, and on November 1, 2021, the Court of Appeals reversed the trial court’s dismissal decision in most respects. On May 4, 2022, the Washington State Supreme Court denied the Company’s petition, and the case was remanded to the Superior Court for further proceedings. The Company filed its answer on September 19, 2022 and the Court certified the case as a class action on November 6, 2023. Discovery is currently ongoing. The consolidated complaint alleges that the Company violated Sections 11, 12, and 15 of the Securities Act of 1933, as amended (“Securities Act”), as amended, by making allegedly materially misleading statements in documents filed with the SEC in connection with the Company’s 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 the Company’s Class A common stock by the plaintiffs and members of the putative class, as well as attorneys’ fees and costs. On January 18, 2022, a purported stockholder filed a putative class action lawsuit in the Court of Chancery of the State of Delaware, captioned Shumacher v. Mariotti, et al. , relating to the Company’s corporate “Up-C” structure and bringing direct claims for breach of fiduciary duties against certain current and former officers and directors. On March 31, 2022, the defendants moved to dismiss the action. In response to defendants’ motion to dismiss, Plaintiff filed an Amended Complaint on May 25, 2022. The amendment did not materially change the claims at issue, and the Defendants again moved to dismiss on August 12, 2022. On December 15, 2022, Plaintiff opposed the Defendants’ motion to dismiss, and also moved for attorneys’ fees. Briefing on the motion to dismiss was completed on February 8, 2023; briefing on Plaintiff’s fee application was completed on April 10, 2023. The Court heard oral argument on both motions on July 24, 2023. On December 18, 2023, the Court denied Defendants’ motion to dismiss and denied Plaintiffs’ application for an interim fee. We filed our answer on January 26, 2024, and discovery is currently ongoing. On March 13, 2024, the representative plaintiff moved to withdraw as a plaintiff in the action, and another purported stockholder moved to intervene as representative plaintiff. Both motions remain pending. On June 2, 2023, a purported stockholder filed a putative class action lawsuit in the United States District Court for the Western District of Washington, captioned Studen v. Funko, Inc., et al. The Complaint alleges that the Company and certain individual defendants violated Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as well as Rule 10b-5 promulgated thereunder by making allegedly materially misleading statements in documents filed with the SEC, as well as in earnings calls and presentations to investors, regarding a planned upgrade to its enterprise resource planning system and the relocation of a distribution center, as well as by omitting material facts about the same subjects necessary to make the statements made therein not misleading. The lawsuits seek, among other things, compensatory damages and attorneys’ fees and costs. On August 17, 2023, the Court appointed lead plaintiff, and on August 29, 2023, the parties submitted a joint stipulated scheduling order. Plaintiff’s amended complaint was filed October 19, 2023. The amendment adds additional allegations by including accounts from purported former employees and contractors. Plaintiff seeks to represent a putative class of investors who purchased or acquired Funko common stock between March 3, 2022 and March 1, 2023. On May 16, 2024, the Court granted the Company’s motion to dismiss with leave for Plaintiffs to file a second amended complaint. On July 1, 2024, Plaintiffs notified the Court of their decision to not amend their complaint, and the Court dismissed the complaint with prejudice on July 8, 2024. Plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Ninth Circuit on August 6, 2024, under the amended caption Construction Laborers Pension Trust of Greater St. Louis v. Funko, Inc., et al . 17 On April 12, 2024, a former employee of the Company filed a putative class action in San Diego Superior Court, seeking to represent all non-exempt workers of the Company in the State of California. The complaint alleges various wage and hour violations under the California Labor Code and related statutes. Plaintiff has also served a Private Attorneys General Act notice for the same alleged wage and hour violations. The claims predominantly relate to alleged unpaid wages (overtime) and missed meal and rest breaks. The lawsuit seeks, among other things, compensatory damages, statutory penalties, attorneys’ fees and costs. There have been no substantive rulings in the case, including as to propriety of proceeding on a class wide basis, and a date for trial has not yet been set . The Company is party to additional legal proceedings incidental to its business. While the outcome of these additional matters could differ from management’s expectations, the Company does not believe that the resolution of such matters is reasonably likely to have a material effect on its results of operations or financial condition. 18 7. Segments and Disaggregated Revenue Information The Company identifies its segments according to how the business activities are managed and evaluated and for which discrete financial information is available and regularly reviewed by its Chief Operating Decision Maker (the “CODM”) to allocate resources and assess performance. Due to a change in executive management during the three months ended June 30, 2024, we have redefined our named CODM from our prior Interim Chief Executive Officer to our Chief Executive Officer. Because the CODM reviews financial performance and allocates resources at a consolidated level on a regular basis, the Company has one segment. The following table presents summarized product information as a percent of sales: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Core Collectible 75.4 % 73.1 % 74.2 % 73.1 % Loungefly 16.8 % 20.0 % 17.7 % 20.2 % Other 7.8 % 6.9 % 8.1 % 6.7 % The following tables present summarized geographical information, shipped to (net sales) and used in (long-term assets) (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net sales: United States $ 163,021 $ 171,068 $ 309,387 $ 348,284 Europe 60,382 49,966 114,625 108,421 Other International 24,254 18,994 39,344 35,201 Total net sales $ 247,657 $ 240,028 $ 463,356 $ 491,906 June 30, 2024 December 31, 2023 Long-term assets: United States $ 97,379 $ 110,308 Europe 16,967 18,867 Other International 27,533 31,411 Total long-lived assets $ 141,879 $ 160,586 19 8. Income Taxes 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. Numerous foreign jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate described under The Organization for Economic Co-operation and Development’s accord commonly referred to as “Pillar Two”. Under such rules, a minimum effective tax rate of 15% would apply to multinational companies with consolidated revenue above €750 million. Under the Pillar Two rules, a company would be required to determine a combined effective tax rate for all entities located in a jurisdiction. If the jurisdictional effective tax rate determined under the Pillar Two rules is less than 15%, a top-up tax will be due to bring the jurisdictional effective tax rate up to 15%. The Company is continuing to monitor the pending implementation of Pillar Two by individual countries and the potential effects of Pillar Two on the business. The Company does not expect the provisions effective in 2024 to have a materially adverse impact on its results of operations, financial position or cash flows. The Company recorded income tax expense of $ 0.8 million and $ 1.7 million for the three and six months ended June 30, 2024, respectively and $ 138.1 million and $ 127.8 million for the three and six months ended June 30, 2023, respectively. As reflected in Note 2, Significant Accounting Policies and Transactions, the Company established a full valuation allowance of $ 123.2 million against its deferred tax assets during the three and six months ended June 30, 2023. The Company’s effective tax rate for the six months ended June 30, 2024 was ( 10.2 )%. The Company’s effective tax rate differs from the statutory rate of 21% primarily due to the valuation allowance as of June 30, 2024. The Company is party to the Tax Receivable Agreement that provides for the payment by the Company to the TRA Parties under certain circumstances. See Note 5, Liabilities under Tax Receivable Agreement. 20 9. Non-controlling interests Funko, Inc. is the sole managing member of FAH, LLC and as a result consolidates the financial results of FAH, LLC and 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 (loss) and comprehensive income (loss) are attributed between Funko, Inc. and non-controlling interest holders based on each party’s relative economic ownership interest in FAH, LLC. As of June 30, 2024 and December 31, 2023, Funko, Inc. owned 52.5 million and 50.5 million of FAH, LLC common units, respectively, representing a 96.6 % and 94.9 % economic ownership interest in FAH, LLC, respectively. Net income (loss) and comprehensive income (loss) of FAH, LLC excludes certain activity attributable to Funko, Inc., including equity-based compensation expense for share-based compensation awards issued by Funko, Inc., income tax expense for corporate, federal, state and local taxes attributable to Funko, Inc. and tax receivable agreement liability adjustments. The following represents the amounts excluded from the computation of net income (loss) and comprehensive income (loss) of FAH, LLC for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) Funko, Inc. Equity-based compensation $ 3,276 $ 4,795 $ 7,100 $ 8,437 Income tax expense $ — $ 134,174 $ — $ 123,206 Tax receivable agreement liability adjustment $ — $ ( 99,620 ) $ — $ ( 99,620 ) 21 10. Earnings per Share Basic earnings (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Funko, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Funko, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A common stock (in thousands, except shares and per share data): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) $ 5,419 $ ( 75,862 ) $ ( 18,247 ) $ ( 137,006 ) Less: net income (loss) attributable to non-controlling interests 304 ( 2,864 ) ( 699 ) ( 8,697 ) Net income (loss) attributable to Funko, Inc. — basic $ 5,115 $ ( 72,998 ) $ ( 17,548 ) $ ( 128,309 ) 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 (loss) attributable to Funko, Inc. — diluted $ 5,115 $ ( 72,998 ) $ ( 17,548 ) $ ( 128,309 ) Denominator: Weighted-average shares of Class A common stock outstanding — basic 52,106,512 47,427,510 51,406,075 47,338,090 Add: Dilutive common units of FAH, LLC that are convertible into Class A common stock — — — — Add : Dilutive Funko, Inc. equity compensation awards 498,437 — — — Weighted-average shares of Class A common stock outstanding — diluted 52,604,949 47,427,510 51,406,075 47,338,090 Earnings (loss) per share of Class A common stock — basic $ 0.10 $ ( 1.54 ) $ ( 0.34 ) $ ( 2.71 ) Earnings (loss) per share of Class A common stock — diluted $ 0.10 $ ( 1.54 ) $ ( 0.34 ) $ ( 2.71 ) For the three months ended June 30, 2024 and 2023, an aggregate of 6.7 million and 10.9 million, respectively, and for the six months ended June 30, 2024 and 2023, an aggregate of 7.1 million and 10.7 million, respectively, of potentially dilutive securities 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 three and six months ended June 30, 2024, there were 2.0 million and 2.4 million, respectively of common units of FAH, LLC that are convertible into Class A common stock and excluded from the computations of diluted (loss) earnings per share because the effect would have been anti-dilutive under the if-converted method. For the three and six months ended June 30, 2023 there were 4.4 million common units excluded, respectively. 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. 22