0001704711FALSE00017047112023-11-012023-11-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 1, 2023
Date of Report (Date of earliest event reported)
FUNKO, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | | | | | | | |
Delaware | | 001-38274 | | 35-2593276 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2802 Wetmore Avenue
Everett, Washington 98201
(Address of Principal Executive Offices) (Zip Code)
(425) 783-3616
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, $0.0001 par value per share | FNKO | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 2, 2023, Funko, Inc. (the “Company”) announced its financial results for the three and nine months ended September 30, 2023. The full text of the press release (the “Press Release”) issued in connection with the announcement is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information contained in the website cited in the Press Release is not incorporated herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2023, Richard A. Paul resigned as a member of the Company’s Board of Directors (the “Board”), effective November 2, 2023. Mr. Paul has agreed to continue to serve as an advisor to the Company.
On November 1, 2023, Michael Kerns was elected to the Board to fill the vacancy created by Mr. Paul’s resignation, effective November 2, 2023. Mr. Kerns has been appointed to serve on the Board’s Nominating and Corporate Governance Committee.
Mr. Kerns was designated to serve by TCG 3.0 Fuji, LP, an affiliated entity of TCG, pursuant to the Stockholders Agreement, dated May 3, 2022, between the Company and TCG 3.0 Fuji, LP. For a description of the agreements between the Company and TCG 3.0 Fuji, LP, please see the section “Certain Relationships and Related Person Transactions” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2023, which descriptions are incorporated herein by reference. Mr. Kerns will be compensated consistent with the Company’s Non-Employee Director Compensation Policy. Compensation received by Mr. Kerns is expected to be held or received, as applicable, for the benefit of TCG. The Company expects to enter into the Company’s standard form of indemnification agreement with Mr. Kerns.
Item 7.01. Regulation FD Disclosure.
The Company intends to participate in upcoming meetings with investors. The presentation materials for such meetings are furnished as Exhibit 99.2 of this report.
The information in Items 2.02 and 7.01 of this report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit No. |
| Description |
99.1 | | |
99.2 | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | | | | | | | | |
Date: November 2, 2023 | FUNKO, INC. | |
| | | | | | | | |
| By: | /s/ Steve Nave |
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| Steve Nave |
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| Chief Financial Officer and Chief Operating Officer (Principal Financial Officer) |
Funko Reports 2023 Third Quarter Financial Results
-- Results Exceed Expectations --
EVERETT, Wash. November 2, 2023 -- Funko, Inc. (Nasdaq: FNKO), a leading pop culture lifestyle brand, today reported consolidated financial results for its third quarter ended September 30, 2023.
Third Quarter Financial Results Summary: 2023 vs 2022
•Net sales were $312.9 million for the 2023 third quarter versus $365.6 million for the 2022 third quarter
•Gross profit was $104.0 million, equal to gross margin of 33.2%, for the 2023 third quarter, which included $6.4 million of charges related to factory purchase order cancellations, versus 35.0% for the 2022 third quarter
•SG&A expenses were $94.0 million for the 2023 third quarter, which included $9.9 million of one-time expenses comprised of $6.2 million primarily related to the termination of a lease agreement and $3.7 million for severance and related charges. This compares with $97.9 million for the 2022 third quarter, which included $1.1 million of one-time relocation costs in connection with the opening of a new warehouse and distribution facility in Buckeye, Arizona
•Net loss was $15.0 million, or $0.31 per share, for the 2023 third quarter, versus net income of $9.6 million, or $0.19 per diluted share, for the 2022 third quarter
•Adjusted net income* was $1.7 million, or $0.03 per diluted share, for the 2023 third quarter compared with $15.1 million, or $0.28 per diluted share, for the 2022 third quarter
•Adjusted EBITDA* was $25.4 million for the 2023 third quarter compared with $35.7 million for the 2022 third quarter
“For the 2023 third quarter, net sales, adjusted net income and adjusted EBITDA exceeded our expectations,” said Michael Lunsford, Interim Chief Executive Officer of Funko. “Our solid overall performance was driven by strong direct-to-consumer sales, which were bolstered by the successful online launch of Pop! Yourself; improved sales to several of our larger US and European wholesale customers, due in part to growing sales of Bitty Pop!; and ongoing efforts to significantly reduce costs and enhance efficiencies.
“We also made progress on our plan to focus on Funko’s core products and reduce the number of product
lines and complexity in our business. In addition, we re-aligned our senior management team to streamline decision making, to better collaborate and to improve cross-functional communication throughout the organization.”
Operations
“During the third quarter, we continued to make progress on improving operations and reducing costs,” said Steve Nave, Chief Financial Officer and Chief Operating Officer. "As expected, our gross margin increased and selling, general and administrative expenses as a percentage of net sales decreased compared with the second quarter of 2023. Both measures would have shown even more improvement if not for certain non-recurring charges in the quarter.
"We saw a partial cost savings benefit in the third quarter from the previously announced workforce reduction of approximately 180 positions; we expect to see the full benefit beginning in our current fourth quarter."
Third Quarter 2023 Net Sales by Category and Geography
The tables below show the breakdown of net sales on a brand category and geographical basis (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Period Over Period Change |
| 2023 | | 2022 | | Dollar | | Percentage |
Core Collectible Brands | $ | 233,269 | | | $ | 282,412 | | | $ | (49,143) | | | (17.4) | % |
Loungefly Brand | 57,439 | | | 59,562 | | | (2,123) | | | (3.6) | % |
Other Brands | 22,236 | | | 23,633 | | | (1,397) | | | (5.9) | % |
Total net sales | $ | 312,944 | | | $ | 365,607 | | | $ | (52,663) | | | (14.4) | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Period Over Period Change |
| 2023 | | 2022 | | Dollar | | Percentage |
Net sales by geography: | | | | | | | |
United States | $ | 208,895 | | | $ | 262,316 | | | $ | (53,421) | | | (20.4) | % |
Europe | 83,398 | | | 78,239 | | | 5,159 | | | 6.6 | % |
Other International | 20,651 | | | 25,052 | | | (4,401) | | | (17.6) | % |
Total net sales | $ | 312,944 | | | $ | 365,607 | | | $ | (52,663) | | | (14.4) | % |
Balance Sheet Highlights - At September 30, 2023 vs December 31, 2022
•Total cash and cash equivalents were $31.9 million at September 30, 2023 versus $19.2 million at December 31, 2022
•Inventories were $162.1 million at September 30, 2023 versus $246.4 million at December 31, 2022
•Total debt was $299.5 million at September 30, 2023 versus $245.8 million at December 31, 2022. Total debt includes the amount outstanding under the company's term loan facility, net of unamortized discounts, revolving line of credit and the company's equipment finance loan
Outlook for Fiscal 2023
Based on its current outlook, the company narrowed the net sales range of its 2023 full-year outlook and provided guidance for its 2023 fourth quarter, as follows:
| | | | | | | | | | | |
| Current Outlook | | Previous Outlook |
2023 Full Year | | | |
Net Sales | $1.065 billion to $1.105 billion | | $1.05 billion to $1.12 billion |
Adjusted EBITDA* | $20 million to $30 million | | $20 million to $30 million |
| | | |
2023 Fourth Quarter | | | |
Net sales | $260 million to $300 million | | |
Gross margin % | Increasing sequentially from Q3 | | |
SG&A expense, in dollars | Decreasing sequentially from Q3 | | |
Adjusted net income (loss)* | ($4.2) million to $2.8 million | | |
Adjusted net income (loss) per share* | ($0.08) to $0.05 | | |
Adjusted EBITDA* | $16 million to $26 million | | |
*Adjusted net loss, adjusted net loss per diluted share and adjusted EBITDA are non-GAAP financial measures. For a reconciliation of historical adjusted net loss, adjusted loss per diluted share, and adjusted EBITDA, to the most directly comparable U.S. GAAP financial measures, please refer to the “Non-GAAP Financial Measures” section of this press release. A reconciliation of adjusted net loss, adjusted net loss per diluted share and adjusted EBITDA outlook to the corresponding GAAP measure on a forward-looking basis cannot be provided without unreasonable efforts, as we are unable to provide reconciling information with respect to certain items. However, for the fourth quarter of 2023 the Company expects equity-based compensation of approximately $4 million, depreciation and amortization of approximately $15 million and interest expense of approximately $6 million. For the full year 2023 the Company expects equity-based compensation of approximately $11 million, depreciation and amortization of approximately $60 million, interest expense of approximately $27 million, and severance and restructuring expenses of approximately $12 million, which includes the non-recurring lease exit and related costs taken in Q3-2023, each of which is a reconciling item to net loss. See "Use of Non-GAAP Financial Measures" and the attached reconciliations for more information.
Conference Call and Webcast
The Company will host a conference call at 4:30 p.m. ET (1:30 p.m. PT) today, November 2, 2023, to further discuss its third quarter results and business outlook. A live webcast and replay of the event will be available on the Investor Relations section on the Company’s website at investor.funko.com. The replay of the webcast will be available for one year.
Use of Non-GAAP Financial Measures
This release contains references to non-GAAP financial measures, including adjusted net income (loss), including per share amounts, adjusted EBITDA, and adjusted EBITDA margin, which are financial measures that are not prepared in conformity with United States generally accepted accounting principles (U.S. GAAP). Management uses these measures internally for evaluating its operating performance, for planning purposes, including the preparation of our annual operating budget and financials projections, and to assess incentive compensation for our employees, and to evaluate our capacity to expand our business. In addition, our senior secured credit facilities use adjusted EBITDA to measure our compliance with covenants such as senior leverage ratio. The company's management believes that the presentation of non-GAAP financial measures provides useful supplementary information regarding operational performance, because it enhances an investor's overall understanding of the financial results for the company's core business. Additionally, it provides a basis for the comparison of the financial results for the company's core business between current, past and future periods as they remove the impact of items not directly resulting from our core operations. The company also believes that including Adjusted EBITDA and the other non-GAAP financial measures presented in this release is appropriate to provide additional information to investors and help to compare against other companies in our industry. Non-GAAP financial measures have limitations as analytical tools and should be considered only as a supplement to, and not as a substitute for or as a superior measure to, financial measures prepared in accordance with U.S. GAAP. We caution investors that amounts presented in accordance with our definitions of adjusted net income (loss), including per share amounts, adjusted EBITDA and adjusted EBITDA margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate these measures in the same manner.
Detailed reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables following this release.
About Funko
Headquartered in Everett, Washington, Funko is a leading pop culture lifestyle brand. Funko designs, sources and distributes licensed pop culture products across multiple categories, including vinyl figures, action toys, plush, apparel, housewares and accessories for consumers who seek tangible ways to connect with their favorite pop culture brands and characters. Learn more at www.funko.com, and follow us on Twitter (@OriginalFunko) and Instagram (@OriginalFunko).
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding our anticipated financial results and financial position, the underlying trends in our business, including retailer de-stocking, inflation and macroeconomic trends, our potential for growth, expectations regarding annualized cost savings and restructuring initiatives; benefits from changes to our management team; and our strategic growth priorities. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: our ability to execute our business strategy; our ability to manage our inventories; our ability maintain and realize the full value of our license agreements; impacts from economic downturns; changes in the retail industry and markets for our consumer products; our ability to maintain our relationships with retail customers and distributors; risks related to the impact of COVID-19 on our business, financial results and financial condition; our ability to compete effectively; fluctuations in our gross margin; our dependence on content development and creation by third parties; the ongoing level of popularity of our products with consumers; our ability to develop and introduce products in a timely and cost-effective manner; our ability to obtain, maintain and protect our intellectual property rights or those of our licensors; potential violations of the intellectual property rights of others; risks associated with counterfeit versions of our products; our ability to attract and retain qualified employees and maintain our corporate culture; our use of third-party manufacturing; risks associated with climate change; increased attention to sustainability and environmental, social and governance initiatives; geographic concentration of our operations; risks associated with our international operations; changes in effective tax rates or tax law; foreign currency exchange rate exposure; our dependence on vendors and outsourcers; risks relating to government regulation; risks relating to litigation, including products liability claims and securities class action litigation; any failure to successfully integrate or realize the anticipated benefits of acquisitions or investments; future development and acceptance of blockchain networks; risks associated with receiving payments in digital assets; reputational risk resulting from our e-commerce business and social media presence; risks relating to our indebtedness, including our ability to comply with financial and negative covenants under our Credit Agreement, as amended; our ability to secure additional financing on favorable terms or at all; the potential for our or our third party providers’ electronic data or the electronic data of our customers to be compromised; the influence of our significant stockholder, TCG, and the possibility that TCG’s interests may conflict with the interests of our other stockholders; risks relating to our organizational structure; volatility in the price of our Class A common stock; and risks associated with our internal control over financial reporting. These and other important factors discussed under the caption “Risk Factors” in our quarterly report on Form 10-Q for the quarter ended September 30, 2023 and our other filings with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
Investor Relations:
investorrelations@funko.com
Media:
pr@funko.com
Funko, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (In thousands, except per share data) |
Net sales | $ | 312,944 | | | $ | 365,607 | | | $ | 804,850 | | | $ | 989,666 | |
Cost of sales (exclusive of depreciation and amortization shown separately below) | 208,936 | | | 237,728 | | | 581,258 | | | 649,974 | |
Selling, general, and administrative expenses | 93,992 | | | 97,930 | | | 279,685 | | | 259,043 | |
Depreciation and amortization | 15,465 | | | 12,555 | | | 44,334 | | | 34,509 | |
Total operating expenses | 318,393 | | | 348,213 | | | 905,277 | | | 943,526 | |
(Loss) income from operations | (5,449) | | | 17,394 | | | (100,427) | | | 46,140 | |
Interest expense, net | 7,601 | | | 2,977 | | | 20,551 | | | 5,854 | |
Loss on debt extinguishment | — | | | — | | | 494 | | | — | |
Gain on tax receivable agreement liability | — | | | — | | | (99,620) | | | — | |
Other expense, net | 98 | | | 926 | | | 519 | | | 1,758 | |
(Loss) income before income taxes | (13,148) | | | 13,491 | | | (22,371) | | | 38,528 | |
Income tax expense (benefit) | 3,076 | | | 2,342 | | | 130,859 | | | (2,932) | |
Net (loss) income | (16,224) | | | 11,149 | | | (153,230) | | | 41,460 | |
Less: net (loss) income attributable to non-controlling interests | (1,215) | | | 1,519 | | | (9,912) | | | 7,276 | |
Net (loss) income attributable to Funko, Inc. | $ | (15,009) | | | $ | 9,630 | | | $ | (143,318) | | | $ | 34,184 | |
(Loss) earnings per share of Class A common stock: | | | | | | | |
Basic | $ | (0.31) | | | $ | 0.21 | | | $ | (3.01) | | | $ | 0.78 | |
Diluted | $ | (0.31) | | | $ | 0.19 | | | $ | (3.01) | | | $ | 0.73 | |
Weighted average shares of Class A common stock outstanding: | | | | | | | |
Basic | 48,237 | | | 46,874 | | | 47,641 | | | 43,670 | |
Diluted | 48,237 | | | 49,686 | | | 47,641 | | | 53,991 | |
Funko, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
| | | | | | | | | | | |
| September 30, 2023 (Unaudited) | | December 31, 2022 |
| (In thousands, except per share amounts) |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 31,885 | | | $ | 19,200 | |
Accounts receivable, net | 166,934 | | | 167,895 | |
Inventory | 162,062 | | | 246,429 | |
Prepaid expenses and other current assets | 44,048 | | | 39,648 | |
Total current assets | 404,929 | | | 473,172 | |
Property and equipment, net | 95,389 | | | 102,232 | |
Operating lease right-of-use assets | 63,533 | | | 71,072 | |
Goodwill | 135,722 | | | 131,380 | |
Intangible assets, net | 171,261 | | | 181,284 | |
Deferred tax asset, net of valuation allowance | — | | | 123,893 | |
Other assets | 9,209 | | | 8,112 | |
Total assets | $ | 880,043 | | | $ | 1,091,145 | |
Liabilities and Stockholders’ Equity | | | |
Current liabilities: | | | |
Line of credit | $ | 141,000 | | | $ | 70,000 | |
Current portion of long-term debt, net of unamortized discount | 21,977 | | | 22,041 | |
Current portion of operating lease liabilities | 17,866 | | | 18,904 | |
Accounts payable | 70,178 | | | 67,651 | |
Income taxes payable | 1,136 | | | 871 | |
Accrued royalties | 61,857 | | | 69,098 | |
Accrued expenses and other current liabilities | 107,720 | | | 112,832 | |
| | | |
Total current liabilities | 421,734 | | | 361,397 | |
Long-term debt, net of unamortized discount | 136,539 | | | 153,778 | |
Operating lease liabilities, net of current portion | 73,961 | | | 82,356 | |
Deferred tax liability | 385 | | | 382 | |
Liabilities under tax receivable agreement, net of current portion | — | | | 99,620 | |
Other long-term liabilities | 4,658 | | | 3,923 | |
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Commitments and Contingencies | | | |
| | | |
Stockholders’ equity: | | | |
Class A common stock, par value $0.0001 per share, 200,000 shares authorized; 48,727 and 47,192 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 5 | | | 5 | |
Class B common stock, par value $0.0001 per share, 50,000 shares authorized; 3,293 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | — | | | — | |
Additional paid-in-capital | 318,782 | | | 310,807 | |
Accumulated other comprehensive loss | (3,030) | | | (2,603) | |
(Accumulated deficit) retained earnings | (83,303) | | | 60,015 | |
Total stockholders’ equity attributable to Funko, Inc. | 232,454 | | | 368,224 | |
Non-controlling interests | 10,312 | | | 21,465 | |
Total stockholders’ equity | 242,766 | | | 389,689 | |
Total liabilities and stockholders’ equity | $ | 880,043 | | | $ | 1,091,145 | |
Funko, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2023 | | 2022 |
| (In thousands) |
Operating Activities | | | |
Net (loss) income | $ | (153,230) | | | $ | 41,460 | |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | | | |
Depreciation, amortization and other | 42,592 | | | 34,390 | |
Equity-based compensation | 7,521 | | | 11,999 | |
Amortization of debt issuance costs and debt discounts | 944 | | | 670 | |
Loss on debt extinguishment | 494 | | | — | |
Gain on tax receivable agreement liability adjustment | (99,620) | | | — | |
Deferred tax expense | 123,206 | | | — | |
Other | (69) | | | 7,539 | |
Changes in operating assets and liabilities: | | | |
Accounts receivable, net | 1,314 | | | (10,198) | |
Inventory | 84,797 | | | (106,061) | |
Prepaid expenses and other assets | 8,244 | | | (32,310) | |
Accounts payable | 2,536 | | | 32,349 | |
Income taxes payable | 268 | | | (13,303) | |
Accrued royalties | (7,240) | | | 10,942 | |
Accrued expenses and other liabilities | (14,624) | | | (42,159) | |
Net cash used in operating activities | (2,867) | | | (64,682) | |
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Investing Activities | | | |
Purchases of property and equipment | (30,861) | | | (46,908) | |
Acquisitions of businesses and related intangible assets, net of cash acquired | (5,274) | | | (13,967) | |
Other | 551 | | | 778 | |
Net cash used in investing activities | (35,584) | | | (60,097) | |
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Financing Activities | | | |
Borrowings on line of credit | 71,000 | | | 90,000 | |
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Debt issuance costs | (1,957) | | | (405) | |
| | | |
Payments of long-term debt | (16,911) | | | (13,500) | |
| | | |
Distributions to Tax Receivable Agreement Parties | (1,110) | | | (10,507) | |
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Proceeds from exercise of equity-based options | 287 | | | 1,209 | |
Net cash provided by financing activities | 51,309 | | | 66,797 | |
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Effect of exchange rates on cash and cash equivalents | (173) | | | (525) | |
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Net change in cash and cash equivalents | 12,685 | | | (58,507) | |
Cash and cash equivalents at beginning of period | 19,200 | | | 83,557 | |
Cash and cash equivalents at end of period | $ | 31,885 | | | $ | 25,050 | |
The following tables reconcile the Non-GAAP Financial Measures to the most directly comparable U.S. GAAP financial performance measure, which is net income, for the periods presented:
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (In thousands, except per share data) |
Net (loss) income attributable to Funko, Inc. | $ | (15,009) | | $ | 9,630 | | $ | (143,318) | | $ | 34,184 |
Reallocation of net (loss) income attributable to non-controlling interests from the assumed exchange of common units of FAH, LLC for Class A common stock (1) | (1,215) | | 1,519 | | (9,912) | | 7,276 |
Equity-based compensation (2) | (916) | | 4,677 | | 7,521 | | 11,999 |
Loss on extinguishment of debt (3) | — | | | — | | | 494 | | — | |
Acquisition transaction costs and other expenses (4) | 5,467 | | — | | 6,921 | | 2,850 |
| | | | | | | |
Certain severance, relocation and related costs (5) | 3,703 | | 1,070 | | 5,784 | | 8,203 |
Foreign currency transaction loss (6) | 1,074 | | 927 | | 1,495 | | 1,758 |
One-time inventory write-down (7) | — | | — | | 30,084 | | — |
Tax receivable agreement liability adjustments (8) | — | | — | | (99,620) | | — |
One-time disposal costs for unfinished goods held at offshore factories (9) | — | | — | | 2,404 | | — |
One-time disposal costs for finished goods held at offshore factories (10) | 6,148 | | — | | 6,148 | | |
Income tax expense (benefit) (11) | 2,494 | | (2,699) | | 146,144 | | (18,767) |
Adjusted net income (loss) | $ | 1,746 | | $ | 15,124 | | $ | (45,855) | | $ | 47,503 |
Adjusted net income (loss) margin (12) | 0.6% | | 4.1% | | (5.7)% | | 4.8% |
Weighted-average shares of Class A common stock outstanding-basic | 48,237 | | 46,874 | | 47,641 | | 43,670 |
Equity-based compensation awards and common units of FAH, LLC that are convertible into Class A common stock | 4,443 | | 7,150 | | 4,430 | | 10,321 |
Adjusted weighted-average shares of Class A stock outstanding - diluted | 52,680 | | 54,024 | | 52,071 | | 53,991 |
Adjusted earnings (loss) per diluted share | $ | 0.03 | | $ | 0.28 | | $ | (0.88) | | $ | 0.88 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (amounts in thousands) |
Net (loss) income | $ | (16,224) | | | $ | 11,149 | | | $ | (153,230) | | | $ | 41,460 | |
Interest expense, net | 7,601 | | | 2,977 | | | 20,551 | | | 5,854 | |
Income tax expense (benefit) | 3,076 | | | 2,342 | | | 130,859 | | | (2,932) | |
Depreciation and amortization | 15,465 | | | 12,555 | | | 44,334 | | | 34,509 | |
EBITDA | $ | 9,918 | | | $ | 29,023 | | | $ | 42,514 | | | $ | 78,891 | |
Adjustments: | | | | | | | |
Equity-based compensation (2) | (916) | | | 4,677 | | | 7,521 | | | 11,999 | |
Loss on extinguishment of debt (3) | — | | | — | | | 494 | | | — | |
Acquisition transaction costs and other expenses (4) | 5,467 | | | — | | | 6,921 | | | 2,850 | |
| | | | | | | |
Certain severance, relocation and related costs (5) | 3,703 | | | 1,070 | | | 5,784 | | | 8,203 | |
Foreign currency transaction loss (6) | 1,074 | | | 927 | | | 1,495 | | | 1,758 | |
One-time inventory write-down (7) | — | | | — | | | 30,084 | | | — | |
Tax receivable agreement liability adjustments (8) | — | | | — | | | (99,620) | | | — | |
One-time disposal costs for unfinished goods held at offshore factories (9) | — | | | — | | | 2,404 | | | — | |
One-time disposal costs for finished goods held at offshore factories (10) | 6,148 | | | — | | | 6,148 | | | |
Adjusted EBITDA | $ | 25,394 | | | $ | 35,697 | | | $ | 3,745 | | | $ | 103,701 | |
Adjusted EBITDA margin (13) | 8.1 | % | | 9.8 | % | | 0.5 | % | | 10.5 | % |
| | | | | |
(1) | Represents the reallocation of net (loss) income attributable to non-controlling interests from the assumed exchange of common units of FAH, LLC for Class A common stock in periods in which income was attributable to non-controlling interests. |
(2) | Represents non-cash charges (recapture of charges) related to equity-based compensation programs, which vary from period to period depending on the timing of awards and forfeitures |
(3) | Represents write-off of unamortized debt financing fees for the nine months ended September 30, 2023. |
(4) | For the three and nine months ended September 30, 2023, includes costs related to the termination of a lease agreement and related expenses, partially offset by acquisition-related benefits. For the nine months ended September 30, 2022, includes acquisition-related costs related to investment banking and due diligence fees. |
(5) | For the three and nine months ended September 30, 2023, includes charges to remove leasehold improvements and return multiple Washington-based warehouses, and charges related to severance and benefit costs for a reduction-in-force. For the three and nine months ended September 30, 2022, includes charges related to one-time relocation costs for U.S. warehouse personnel and inventory in connection with the opening of a new warehouse and distribution facility in Buckeye, Arizona. |
(6) | Represents both unrealized and realized foreign currency gains and losses on transactions denominated other than in U.S. dollars, including derivative gains and losses on foreign currency forward exchange contracts. |
(7) | For the nine months ended September 30, 2023, represents a one-time inventory write-down to improve U.S. warehouse operational efficiency. |
(8) | Represents reduction of the tax receivable agreement liability as a result of recognizing a full valuation allowance of the Company’s deferred tax assets and anticipated inability to realize future tax benefits. |
(9) | For the nine months ended September 30, 2023, represents one-time disposal costs related to unfinished goods held at offshore factories. |
(10) | For the three and nine months ended September 30, 2023, represents one-time disposal costs related to finished goods held at offshore factories, primarily due to customer order cancellations. |
(11) | Represents the income tax expense effect of the above adjustments, except for the tax liability receivable adjustment. This adjustment uses an effective tax rate of 25% for all periods presented. For the nine months ended September 30, 2023, this also includes $123.2 million recognized valuation allowance on the Company’s deferred tax assets. For the nine months ended September 30, 2022, this also includes the $11.0 million discrete benefit from the release of a valuation allowance on the outside basis deferred tax asset. |
(12) | Adjusted net (loss) income margin is calculated as Adjusted net (loss) income as a percentage of net sales. |
(13) | Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of net sales. |
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27 2019 2018 2017 Net income (loss) attributable to Funko, Inc. $ 11,725 $ 7,463 $ 3,939 Reallocation of net income attributable ton on-controlling interests from the assumed exchange of common units of FAH, LLC for Class A common stock (1) 16,095 17,599 2,047 Monitoring fees (2) — — 1,676 Equity-based compensation (3) 13,044 9,140 5,574 Loss on extinguishment of debt — 4,547 5,103 Earnout fair market value adjustment (4) — — 30 Inventory step-up (5) — — 3,182 Acquisition transaction costs and other expenses (6) 383 3,391 5,336 Customs investigation and related costs (7) 3,357 — — Certain severance, relocation and related costs (8) 739 1,031 — Foreign currency transaction loss (gain) (9) (177) 4,082 (733) Tax receivable agreement liability adjustments 152 — — One-time inventory write-down (10) 16,775 — — Income tax expense (11) (12,166) (7,739) (8,660) Adjusted net income $ 49,927 $ 39,514 $ 17,494 Weighted-average shares of Class A common stock outstanding-basic 30,898 23,821 23,338 Equity-based compensation awards and common units of FAH, LLC that are convertible into Class A common stock 21,167 26,858 27,297 Adjusted weighted-average shares of Class A stock outstanding - diluted 52,065 50,679 50,635 Adjusted earnings per diluted share $ 0.96 $ 0.78 $ 0.35 Year Ended December 31, (1) Represents the reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of FAH, LLC in periods in which income was attributable to non-controlling interests. (2) Represents monitoring fees paid pursuant to a management services agreement with ACON that was entered into in connection with the ACON Acquisition, which terminated upon the consummation of the IPO in November 2017. (3) Represents non-cash charges related to equity-based compensation programs, which vary from period to period depending on timing of awards. (4) Reflects the increase in the fair value of contingent liabilities incurred in connection with the Underground Toys Acquisition. (5) Represents a non-cash adjustment to cost of sales resulting from acquisitions. (6) Represents legal, accounting, and other related costs incurred in connection with the IPO, acquisitions and other transactions. Included for the year ended December 31, 2018 is a one-time $2.0 million consent fee related to certain existing license agreements which we expect to pay in connection with the renewal of such licensing agreements and $0.7 million for the recognition of a pre-acquisition contingency related to our Loungefly acquisition. (7) Represents legal, accounting and other related costs incurred in connection with the Company's investigation of the underpayment of customs duties at Loungefly. For the year ended December 31, 2019, includes the accrual of a contingent liability of $0.5 million related to potential penalties that may be assessed by U.S. Customs in connection with the underpayment of customs duties at Loungefly. (8) Represents certain severance, relocation and related costs. For the year ended December 31, 2019, includes $0.4 million of severance costs incurred in connection with the departure of our former Chief Financial Officer and $0.3 million of severance, relocation and related costs associated with the consolidation of our warehouse facilities in the United Kingdom. For the year ended December 31, 2018, includes severance costs incurred in connection with the departure of certain members of senior management, including the founders of Loungefly. (9) Represents both unrealized and realized foreign currency losses (gains) on transactions other than in U.S. dollars. (10) Represents a one-time $16.8 million charge for the year ended December 31, 2019 to cost of goods sold for additional inventory reserves to dispose of certain inventory items. This charge is incremental to normal course inventory reserves and was recorded as a result of the Company’s decision to dispose of slower moving inventory to increase operational capacity. (11) Represents the income tax expense (benefit) effect of (i) the above adjustments and (ii) the pass-through entity taxable income as if the parent company was a subchapter C corporation in periods prior to the IPO. This adjustment uses an effective tax rate of 25% for the years ended December 31, 2019 and 2018 and 36.2% for the year ended December 31, 2017, respectively.
28 2022 2021 2020 Net income (loss) attributable to Funko, Inc. $ (8,035) $ 43,900 $ 3,961 Reallocation of net income attributable ton on-controlling interests from the assumed exchange of common units of FAH, LLC for Class A common stock (1) 2,795 23,954 5,802 Equity-based compensation (2) 16,591 12,994 10,116 Acquisition transaction costs and other expenses (3) 2,850 — — Certain severance, relocation and related costs (4) 9,775 277 2,190 Loss on extinguishment of debt (5) — 675 — Foreign currency transaction loss (gain) (6) (3,232) 1,118 955 Tax receivable agreement liability adjustments (7) 3,987 1,590 87 One-time cloud based computing arrangement abandonment (8) 32,492 — — Income tax expense (9) (27,657) (8,331) (4,259) Adjusted net income $ 29,566 $ 76,177 $ 18,852 Weighted-average shares of Class A common stock outstanding-basic 44,555 38,392 35,271 Equity-based compensation awards and common units of FAH, LLC that are convertible into Class A common stock 6,967 15,437 16,227 Adjusted weighted-average shares of Class A stock outstanding - diluted 51,522 53,829 51,498 Adjusted earnings per diluted share $ 0.57 $ 1.42 $ 0.37 Year Ended December 31, (1) Represents the reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of FAH, LLC in periods in which income was attributable to non-controlling interests. (2) Represents non-cash charges related to equity-based compensation programs, which vary from period to period depending on timing of awards. (3) Represents acquisition-related costs related to investment banking and due diligence fees. (4) Represents certain severance, relocation and related costs. For the year ended December 31, 2022, includes charges related to residual one-time relocation and severance costs for U.S. warehouse personnel in connection with the opening of a warehouse and distribution facility in Buckeye, Arizona. For the year ended December 31, 2021, includes charges related to one-time relocation costs for U.S. warehouse personnel in connection with the new opening of a warehouse and distribution facility in Buckeye, Arizona and residual severance payments related to the global workforce reduction implemented in response to the COVID-19 pandemic. For the year ended December 31, 2020, includes charges related to the global workforce reduction implemented in response to the COVID-19 pandemic and impairment related charges to the right-of-use leased and fixed assets related to Funko Animation Studios. (5) Represents write-off of unamortized debt financing fees for the year ended December 31, 2021. (6) Represents both unrealized and realized foreign currency losses (gains) on transactions other than in U.S. dollars. (7) Represents recognized adjustments to the tax receivable agreement liability. (8) Represents abandoned cloud computing arrangement charge related to the enterprise resource planning project for the year ended December 31, 2022. (9) Represents the income tax expense effect of the above adjustments. This adjustment uses an effective tax rate of 25% for the years ended December 31, 2022, 2021 and 2020. For the year ended December 31, 2022, this also includes the $11.0 million discrete benefit from the release of a valuation allowance on the outside basis deferred tax asset.
29 2019 2018 2017 Net income $ 27,820 $ 25,062 $ 5,986 Interest expense, net 14,342 21,739 30,636 Income tax expense 4,476 5,432 1,266 Depreciation and amortization 42,126 39,116 31,975 EBITDA $ 88,764 $ 91,349 $ 69,863 Adjustments: Monitoring fees (2) — — 1,676 Equity-based compensation (3) 13,044 9,140 5,574 Loss on extinguishment of debt — 4,547 5,103 Earnout fair market value adjustment (4) — — 30 Inventory step-up (5) — — 3,182 Acquisition transaction costs and other expenses (6) 383 3,391 5,336 Customs investigation and related costs (7) 3,357 — — Certain severance, relocation and related costs (8) 739 1,031 — Foreign currency transaction loss (gain) (9) (177) 4,082 (733) Tax receivable agreement liability adjustments 152 — — One-time inventory write-down (10) 16,775 — — Adjusted EBITDA $ 123,037 $ 113,540 $ 90,031 Adjusted EBITDA margin* 15.5% 16.9% 17.4% Year Ended December 31, (1) Represents the reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of FAH, LLC in periods in which income was attributable to non-controlling interests. (2) Represents monitoring fees paid pursuant to a management services agreement with ACON that was entered into in connection with the ACON Acquisition, which terminated upon the consummation of the IPO in November 2017. (3) Represents non-cash charges related to equity-based compensation programs, which vary from period to period depending on timing of awards. (4) Reflects the increase in the fair value of contingent liabilities incurred in connection with the Underground Toys Acquisition. (5) Represents a non-cash adjustment to cost of sales resulting from acquisitions. (6) Represents legal, accounting, and other related costs incurred in connection with the IPO, acquisitions and other transactions. Included for the year ended December 31, 2018 is a one-time $2.0 million consent fee related to certain existing license agreements which we expect to pay in connection with the renewal of such licensing agreements and $0.7 million for the recognition of a pre-acquisition contingency related to our Loungefly acquisition. (7) Represents legal, accounting and other related costs incurred in connection with the Company's investigation of the underpayment of customs duties at Loungefly. For the year ended December 31, 2019, includes the accrual of a contingent liability of $0.5 million related to potential penalties that may be assessed by U.S. Customs in connection with the underpayment of customs duties at Loungefly. (8) Represents certain severance, relocation and related costs. For the year ended December 31, 2019, includes $0.4 million of severance costs incurred in connection with the departure of our former Chief Financial Officer and $0.3 million of severance, relocation and related costs associated with the consolidation of our warehouse facilities in the United Kingdom. For the year ended December 31, 2018, includes severance costs incurred in connection with the departure of certain members of senior management, including the founders of Loungefly. (9) Represents both unrealized and realized foreign currency losses (gains) on transactions other than in U.S. dollars. (10) Represents a one-time $16.8 million charge for the year ended December 31, 2019 to cost of goods sold for additional inventory reserves to dispose of certain inventory items. This charge is incremental to normal course inventory reserves and was recorded as a result of the Company’s decision to dispose of slower moving inventory to increase operational capacity. (11) Represents the income tax expense (benefit) effect of (i) the above adjustments and (ii) the pass-through entity taxable income as if the parent company was a subchapter C corporation in periods prior to the IPO. This adjustment uses an effective tax rate of 25% for the years ended December 31, 2019 and 2018 and 36.2% for the year ended December 31, 2017, respectively. *Adjusted EBITDA margin is defined as Adjusted EBITDA divided by Net Sales.
30 *Adjusted EBITDA margin is defined as Adjusted EBITDA divided by Net Sales.
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Grafico Azioni Funko (NASDAQ:FNKO)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Funko (NASDAQ:FNKO)
Storico
Da Giu 2023 a Giu 2024