Commitments and Contingencies | 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. The Company is currently in the process of negotiating a renewal of our licensing agreements with Disney and its controlled affiliates, LucasFilm and Marvel. As of September 30, 2018, we had accrued a $2.0 million consent fee under our existing licensing agreements with Disney, which we expect to pay in connection with the renewal of such licensing agreements. However, there is no certainty regarding the amount and timing of such consent fee, and the terms of any final agreement reached with Disney may be less favorable to us than the terms of our existing licensing agreements. Leases The Company has entered into non-cancellable operating leases for office, warehouse, and distribution facilities, with original lease periods expiring through 2027. 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. Differences between rent expense and rent paid is recorded as deferred rent on the consolidated balance sheets. For certain leases we receive tenant improvement allowances and record those as deferred rent on the unaudited condensed consolidated balance sheets and amortize the tenant improvement allowances on a straight-line basis over the lease term as a reduction of rent expense. Rent expense, net of sublease income, was $3.1 million and $1.6 million for the three months ended September 30, 2018 and 2017, respectively, and $7.7 million and $4.2 million for the nine months ended September 30, 2018 and 2017, respectively . Liabilities under Tax Receivable Agreement As discussed in Note 11, Income Taxes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, the Company is party to the Tax Receivable Agreement with FAH, LLC and each of the Continuing Equity Owners that provides for the payment by the Company to the Continuing Equity Owners of 85% of the amount of tax benefits, if any, that it realizes, or in some circumstances, is deemed to realize, as a result of (i) future redemptions funded by the Company or exchanges, or deemed exchanges in certain circumstances, of common units for Class A common stock or cash, and (ii) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement. The Company is not obligated to make any payments under the Tax Receivable Agreement until the tax benefits associated with the transaction that gave rise to the payment are realized. Amounts payable under the Tax Receivable Agreement are contingent upon, among other things, (i) the generation of future taxable income over the term of the Tax Receivable Agreement and (ii) future changes in tax laws. If the Company does not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then it would not be required to make the related Tax Receivable Agreement payments. During the three and nine months ended September 30, 2018, the Company recognized an additional liability in the amount of $6.5 million and $6.6 million, respectively, for the payments due to the redeeming members under the Tax Receivable Agreement, representing 85% of the aggregate tax benefits we expect to realize from the tax basis increases related to the redemption of FAH, LLC common units, after concluding it was probable that such Tax Receivable Agreement payments would be paid in the future based on our estimate of future taxable income. The Company did not record any liabilities for the Tax Receivable Agreement during the three and nine months ended September 30, 2017. There were no payments made pursuant to the Tax Receivable Agreement during the three and nine months ended September 30, 2018 and 2017. As of September 30, 2018, the Company’s total obligation under the Tax Receivable Agreement, including accrued interest, was $6.6 million, of which $0.6 million was included in Accrued expenses and other current liabilities, and $6.0 million was included in Deferred rent and other long-term liabilities on the condensed consolidated balance sheets. There were no transactions subject to the Tax Receivable Agreement for which the Company did not recognize the related liability, as we concluded that it was probable that the Company would have sufficient future taxable income to utilize all of the related tax benefits. At December 31, 2017, the Company did not have any obligations recorded under the Tax Receivable Agreement. Legal Contingencies The Company is involved in claims and litigation in the ordinary course of business, some of which seek monetary damages, including claims for punitive damages, which are not covered by insurance. For certain pending matters, accruals have not been established because such matters have not progressed sufficiently through discovery, and/or development of important factual information and legal information is insufficient to enable the Company to estimate a range of possible loss, if any. An adverse determination in one or more of these pending matters could have an adverse effect on the Company’s condensed consolidated financial position, results of operations or cash flows. On November 16, 2017, a purported stockholder of the Company filed a putative class action lawsuit in the Superior Court of Washington in and for King County against us, certain of our officers and directors, and the underwriters of our IPO, entitled Robert Lowinger v. Funko, Inc., et. al Surratt v. Funko, Inc. et. al. Baskin v. Funko, Inc. et. al. The Ronald and Maxine Linde Foundation v. Funko, Inc. et. al. Lovewell v. Funko, Inc. et. al Berkelhammer v. Funko, Inc. et. al. Berkelhammer Jacobs v. Funko, Inc. et. al Jacobs On July 2, 2018, all of the above-referenced suits were ordered consolidated for all purposes into one action under the title In re Funko, Inc. Securities Litigation Additionally, on June 4, 2018, a putative class action lawsuit Kanugonda v. Funko, et al. The complaints in both state and federal court allege that we violated Sections 11, 12, and 15 of the Securities Act of 1933, as amended, by making allegedly materially misleading statements and by omitting material facts necessary to make the statements made therein not misleading. The lawsuits seek, among other things, compensatory statutory damages and rescissory damages in account of the consideration paid for our Class A common stock by plaintiff and members of the putative class, as well as attorneys’ fees and costs. The Company believes it has meritorious defenses to the claims of the plaintiff and members of the class and any liability for the alleged claims is not currently probable or reasonably estimable. |