Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38274 | |
Entity Registrant Name | FUNKO, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 35-2593276 | |
Entity Address, Address Line One | 2802 Wetmore Avenue | |
Entity Address, City or Town | Everett | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98201 | |
City Area Code | 425 | |
Local Phone Number | 783-3616 | |
Title of 12(b) Security | Class A Common Stock,$0.0001 par value per share | |
Trading Symbol | FNKO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001704711 | |
Current Fiscal Year End Date | --12-31 | |
Class A common shares outstanding | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 50,405,278 | |
Class B common shares outstanding | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,276,507 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
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 | 0 | 0 | 494 | 0 |
Gain on tax receivable agreement liability adjustment | 0 | 0 | (99,620) | 0 |
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 (in dollars per share) | $ (0.31) | $ 0.21 | $ (3.01) | $ 0.78 |
Diluted (in dollars per share) | $ (0.31) | $ 0.19 | $ (3.01) | $ 0.73 |
Weighted average shares of Class A common stock outstanding: | ||||
Basic (in shares) | 48,236,867 | 46,874,285 | 47,640,974 | 43,670,297 |
Diluted (in shares) | 48,236,867 | 49,686,379 | 47,640,974 | 53,990,506 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (16,224) | $ 11,149 | $ (153,230) | $ 41,460 |
Other comprehensive (loss) income: | ||||
Foreign currency translation gain (loss), net of tax effect of $0 and $1,039 for the three months ended September 30, 2023 and 2022, respectively, and $688 and $2,198 for the nine months ended September 30, 2023 and 2022, respectively | (2,839) | (3,674) | (391) | (8,335) |
Comprehensive (loss) income | (19,063) | 7,475 | (153,621) | 33,125 |
Less: Comprehensive (loss) income attributable to non-controlling interests | (1,450) | 1,121 | (9,876) | 5,870 |
Comprehensive (loss) income attributable to Funko, Inc. | $ (17,613) | $ 6,354 | $ (143,745) | $ 27,255 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation gain (loss), tax | $ 0 | $ 1,039 | $ 688 | $ 2,198 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 0 | 123,893 |
Other assets | 9,209 | 8,112 |
Total assets | 880,043 | 1,091,145 |
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 | 0 | 99,620 |
Other long-term liabilities | 4,658 | 3,923 |
Commitments and Contingencies (Note 6) | ||
Stockholders’ equity: | ||
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 |
Class A common shares outstanding | ||
Stockholders’ equity: | ||
Common stock, value | 5 | 5 |
Class B common shares outstanding | ||
Stockholders’ equity: | ||
Common stock, value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Class A common shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 48,727,000 | 47,192,000 |
Common stock, shares outstanding (in shares) | 48,727,000 | 47,192,000 |
Class B common shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 3,293,000 | 3,293,000 |
Common stock, shares outstanding (in shares) | 3,293,000 | 3,293,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
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 | 0 |
Gain on tax receivable agreement liability adjustment | (99,620) | 0 |
Deferred tax expense | 123,206 | 0 |
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) |
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) |
Financing Activities | ||
Borrowings on line of credit | 71,000 | 90,000 |
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) |
Proceeds from exercise of equity-based options | 287 | 1,209 |
Net cash provided by financing activities | 51,309 | 66,797 |
Effect of exchange rates on cash and cash equivalents | (173) | (525) |
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 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | 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”). 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 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies 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, 2022. During the nine months ended September 30, 2023, the Company approved an inventory reduction plan to improve U.S. warehouse operational efficiency. The Company recorded a $30.1 million one-time 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 third quarter of 2023 and there were no changes to estimated destruction costs. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 amount of these financial instruments approximate fair value due to the short-term nature of these instruments. For financial instruments measured at fair value on a recurring basis, the Company prioritizes the inputs used in measuring fair value according to a three-tier fair value hierarchy defined by U.S. GAAP. For a description of the methods and assumptions that the Company uses to estimate the fair value and determine the classification according to the fair value hierarchy for each financial instrument, see 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, 2022. Cash equivalents. As of September 30, 2023 and December 31, 2022, cash equivalents included $10.8 million and $0.5 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 on a pooled basis the Company determines to be the principal market at the balance sheet date. As of September 30, 2023 and December 31, 2022, the estimated fair value of the crypto asset safeguarding liability and corresponding asset was $13.0 million and $11.3 million, respectively, classified at Level 2 within the fair value hierarchy. Debt. The estimated fair value of the Company’s debt instruments, which are classified as Level 3 financial instruments, at September 30, 2023 and December 31, 2022, was approximately $160.6 million and $177.5 million, respectively. The carrying values of the Company’s debt instruments at September 30, 2023 and December 31, 2022, were $158.5 million and $175.8 million, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following (in thousands): September 30, 2023 December 31, 2022 Revolving Credit Facility $ 141,000 $ 70,000 Term Loan Facility $ 144,000 $ 157,500 Equipment Finance Loan 16,589 20,000 Debt issuance costs (2,073) (1,681) Total term debt 158,516 175,819 Less: current portion 21,977 22,041 Long-term debt, net $ 136,539 $ 153,778 New 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 “New 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, providing for a term loan facility in the amount of $180.0 million (the “New Term Loan Facility”) and a revolving credit facility of $100.0 million (the “New Revolving Credit Facility”) (together the “New Credit Facilities”). Proceeds from the New Credit Facilities were primarily used to repay and terminate the Company’s former credit facilities. On April 26, 2022, the Credit Agreement Parties entered into Amendment No. 1 to the New 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 New 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 New Revolving Credit Facility to $215.0 million and converted the New Credit Facility interest rate index from Borrower (as defined in the New Credit Agreement) option LIBOR to SOFR. On February 28, 2023, the Credit Agreement Parties entered into an Amendment No. 3 (the “Third Amendment”) to the New Credit Agreement to, among other things, (i) modify the financial covenants under the New Credit Agreement for the period beginning on the date of the Third Amendment through the fiscal quarter ending December 31, 2023 (the “Waiver Period”), (ii) reduce the size of the New 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 shall be permanent after the Waiver Period, (iii) restrict the ability to draw on the New 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 New Credit Agreement), and (b) 3.00% per annum with respect to any Canadian Prime Loan or ABR Loan (as defined in the New Credit Agreement), (v) allow that any calculation of Consolidated EBITDA (each as defined in the New 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 New Revolving Credit Facility during the Waiver Period with any qualified cash proceeds in excess of $25.0 million. Following the Waiver Period, beginning in the fiscal quarter ending March 31, 2024, the Third Amendment resets the maximum Net Leverage Ratio and the minimum Fixed Charge Coverage Ratio (each as defined in the New 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 New Credit Agreement prior to the Third Amendment. The New 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 New Term Loan Facility, with any outstanding balance due and payable on the Maturity Date. The first amortization payment commenced with the quarter ending on December 31, 2021. The New Revolving Credit Facility also terminates on the Maturity Date and loans thereunder may be borrowed, repaid, and reborrowed up to such date. Subject to the interest rates during the Waiver Period as described above, loans under the New 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%, 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. The New Credit Facilities are secured by substantially all of the assets of FAH, LLC and any of its existing or future material domestic subsidiaries, subject to customary exceptions. As of September 30, 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 and as of December 31, 2022, the Credit Agreement Parties were in compliance with all of the covenants in its New Credit Agreement. At September 30, 2023 and December 31, 2022, the Credit Agreement Parties had $144.0 million and $157.5 million, respectively, of borrowings outstanding under the New Term Loan Facility and $141.0 million and $70.0 million outstanding borrowings under the New Revolving Credit Facility, respectively. Outstanding borrowings under the New Revolving Credit Facility at September 30, 2023 are due within 30 days of the applicable draw. At September 30, 2023 and December 31, 2022, the Credit Agreement Parties had $0.0 million and $145.0 million available under the New Revolving Credit Facility, respectively. There were no outstanding letters of credit as of September 30, 2023 and December 31, 2022. 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 September 30, 2023 and December 31, 2022, the Company had $16.6 million and $20.0 million outstanding under the Equipment Finance Loan, respectively. |
Liabilities under Tax Receivabl
Liabilities under Tax Receivable Agreement | 9 Months Ended |
Sep. 30, 2023 | |
Liabilities Under Tax Receivable Agreement [Abstract] | |
Liabilities under Tax Receivable Agreement | Liabilities under Tax Receivable Agreement On November 1, 2017, the Company entered into a tax receivable agreement with FAH, LLC (the “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 “TRA Payment”). During both the three and nine months ended September 30, 2023 the Company acquired 0.1 million common units of FAH, LLC. During the three and nine months ended September 30, 2022 the Company acquired 0.0 million and 6.5 million common units of FAH, LLC, respectively. During the three and nine months ended September 30, 2023, the Company did not recognize an increase to its net deferred tax assets due to the full valuation allowance. As a result of the exchanges during the three and nine months ended September 30, 2022, the Company recognized an increase to its net deferred tax assets in the amount of $0.0 million and $30.0 million, respectively. The following table summarizes changes in the amount of the Company’s Tax Receivable Agreement liability (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Beginning balance $ 9,562 $ 112,733 $ 109,187 $ 82,884 Additional liabilities for exchanges — 13 — 29,862 Liability reduction — — (99,620) — Payments under tax receivable agreement — — (5) — Ending balance $ 9,562 $ 112,746 $ 9,562 $ 112,746 As of September 30, 2023, the Company’s total obligation under the Tax Receivable Agreement, including accrued interest, was $9.8 million, which was included in accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets. At December 31, 2022, the Company’s total obligation under the Tax Receivable Agreement, including accrued interest, was $109.2 million, of which $9.6 million was included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. As reflected in Note 2. Significant Accounting Policies, the Company determined that payments to the TRA Parties related to unrealized tax benefits under the Tax Receivable Agreement are no longer probable and estimable. Based on this assessment, the Company reduced its Tax Receivable Agreement liability as of June 30, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. 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 New Credit Agreement which includes a New Term Loan Facility and a New 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 TRA Payment by the Company to the TRA Parties under certain circumstances. See Note 5, Liabilities under Tax Receivable Agreement. 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. During the three and nine months ended, we recorded a $6.2 million charge related to the termination of a lease agreement and related expenses, for a lease that had not yet commenced. 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 Company’s 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 pending final resolution of the motion to dismiss in the Ferreira action. 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, et al. v. Mariotti . The Company has reached a non-monetary settlement in principle in In re Funko, Inc. Derivative Litigation , Smith v. Mariotti, and Fletcher, et al. v. Mariotti and the actions are stayed pending finalization 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 18, 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, LLC and Funko International, LLC (collectively, “Fundamental”), the underwriters of its IPO, and certain other defendants. 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 discovery is currently ongoing. Plaintiffs filed a motion for class certification on July 7, 2023, and briefing was completed on the class certification motion on October 25, 2023. On June 4, 2018, a putative class action lawsuit entitled Kanugonda v. Funko, Inc., et al. was filed in the United States District Court for the Western District of Washington against the Company, certain of its officers and directors, and certain other defendants. On January 4, 2019, a lead plaintiff was appointed in that case. On April 30, 2019, the lead plaintiff filed an amended complaint against the previously named defendants. The Company moved to dismiss the Complaint in the federal action, now captioned Berkelhammer v. Funko, Inc. et al. , on June 14, 2023. Plaintiff filed an opposition on July 27, 2023, cross moving for an order voluntarily dismissing the action without prejudice so that he can pursue status as a class representative in In re Funko, Inc. Securities Litigation , or in the alternative, a court order denying defendants’ motion to dismiss. Briefing completed on August 18, 2023. On October 13, 2023, the District Court granted plaintiff’s motion for voluntary dismissal without prejudice, denied defendants’ motion to dismiss, and dismissed the action. The case in Washington state court alleges that the Company violated Sections 11, 12, and 15 of the Securities Act of 1933, as amended, by making allegedly materially misleading statements in documents filed with the U.S. Securities and Exchange Commission in connection with the Company’s IPO and by omitting material facts necessary to make the statements made therein not misleading. The lawsuit seeks, 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 July 29, 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 6, 2023. The Court heard oral argument on both motions on July 24, 2023. 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 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 October 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. Defendants’ motion to dismiss is due December 15, 2023, and the motion will be fully briefed by March 22, 2024. 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. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company identifies its segments according to how the business activities are managed and evaluated and for which discrete financial information is available and regularly reviewed by its Chief Operating Decision Maker (the “CODM”) to allocate resources and assess performance. Because its 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Core Collectible 74.5 % 77.2 % 73.4 % 76.3 % Loungefly 18.4 % 16.3 % 19.8 % 18.2 % Other 7.1 % 6.5 % 6.8 % 5.5 % The following tables present summarized geographical information (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales: United States $ 208,895 $ 262,316 $ 557,899 $ 725,677 Europe 83,398 78,239 193,229 198,688 Other International 20,651 25,052 53,722 65,301 Total net sales $ 312,944 $ 365,607 $ 804,850 $ 989,666 September 30, 2023 December 31, 2022 Long-term assets: United States $ 117,187 $ 131,549 United Kingdom 18,919 28,811 Vietnam and China 32,025 21,056 Total long-lived assets $ 168,131 $ 181,416 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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. The Company recorded income tax expense of $3.1 million and $130.9 million for the three and nine months ended September 30, 2023, respectively, and $2.3 million of income tax expense and $2.9 million of income tax benefit for the three and nine months ended September 30, 2022, respectively. The Company’s effective tax rate for the nine months ended September 30, 2023 was (584.9)%. The Company’s effective tax rate is less than the statutory rate of 21% primarily due to the establishment of the valuation allowance as of June 30, 2023. The Company is party to the Tax Receivable Agreement that provides for the TRA Payment by the Company to the TRA Parties under certain circumstances. See Note 5, Liabilities under Tax Receivable Agreement. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The following is a reconciliation of changes in stockholders’ equity for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Class A common stock Beginning balance $ 5 $ 5 $ 5 $ 4 Shares issued — — — 1 Ending balance $ 5 $ 5 $ 5 $ 5 Class B common stock Beginning balance $ — $ — $ — $ 1 Redemption of common units of FAH, LLC — — — (1) Ending balance $ — $ — $ — $ — Additional paid-in capital Beginning balance $ 319,531 $ 304,258 $ 310,807 $ 252,505 Equity-based compensation (916) 4,677 7,521 11,999 Shares issued for equity-based compensation awards — 650 287 1,209 Redemption of common units of FAH, LLC 167 21 167 37,922 Recapitalization of common units of FAH, LLC — — — 5,873 Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets — 3 — 101 Ending balance $ 318,782 $ 309,609 $ 318,782 $ 309,609 Accumulated other comprehensive (loss) income Beginning balance $ (426) $ (2,575) $ (2,603) $ 1,078 Foreign currency translation loss, net of tax (2,604) (3,276) (427) (6,929) Ending balance $ (3,030) $ (5,851) $ (3,030) $ (5,851) (Accumulated deficit) retained earnings Beginning balance $ (68,294) $ 92,604 $ 60,015 $ 68,050 Net (loss) income attributable to Funko, Inc. (15,009) 9,630 (143,318) 34,184 Ending balance $ (83,303) $ 102,234 $ (83,303) $ 102,234 Non-controlling interests Beginning balance $ 11,936 $ 25,671 $ 21,465 $ 74,920 Distributions to TRA Parties (7) (283) (1,110) (10,507) Redemption of common units of FAH, LLC (167) (21) (167) (37,922) Recapitalization of common units of FAH, LLC — — — (5,873) Foreign currency translation (loss) gain, net of tax (235) (398) 36 (1,406) Net (loss) income attributable to non-controlling interests (1,215) 1,519 (9,912) 7,276 Ending balance $ 10,312 $ 26,488 $ 10,312 $ 26,488 Total stockholders’ equity $ 242,766 $ 432,485 $ 242,766 $ 432,485 The following is a reconciliation of changes in Class A and Class B common shares outstanding for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Class A common shares outstanding Beginning balance 47,497 46,832 47,192 40,088 Shares issued for equity-based compensation awards 1,170 259 1,475 507 Redemption of common units of FAH, LLC 60 4 60 6,500 Ending balance 48,727 47,095 48,727 47,095 Class B common shares outstanding Beginning balance 3,293 3,293 3,293 10,691 Redemption of common units of FAH, LLC — — — (6,488) Recapitalization of Class B common shares — — — (910) Ending balance 3,293 3,293 3,293 3,293 Total Class A and Class B common shares outstanding 52,020 50,388 52,020 50,388 |
Non-controlling interests
Non-controlling interests | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-controlling interests | 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 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 (loss) income are attributed between Funko, Inc. and non-controlling interest holders based on each party’s relative economic ownership interest in FAH, LLC. As of September 30, 2023 and December 31, 2022, Funko, Inc. owned 48.7 million and 47.2 million of FAH, LLC common units, respectively, representing a 91.7% and 91.6% economic ownership interest in FAH, LLC, respectively. Net (loss) income and comprehensive (loss) income of FAH, LLC excludes certain activity attributable to Funko, Inc., including equity-based (recapture of) compensation expense for share-based compensation awards issued by Funko, Inc., income tax expense (benefit) 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 (loss) income and comprehensive (loss) income of FAH, LLC for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Equity-based (recapture of) compensation expense $ (916) $ 4,677 $ 7,521 $ 11,999 Income tax expense (benefit) $ 2,257 $ 1,459 $ 128,780 $ (5,216) Tax receivable agreement liability adjustment $ — $ — $ (99,620) $ — |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per ShareBasic (loss) earnings per share of Class A common stock is computed by dividing net (loss) income attributable to Funko, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted (loss) earnings per share of Class A common stock is computed by dividing net (loss) income 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 (loss) earnings per share of Class A common stock (in thousands, except shares and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: 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. — basic and diluted $ (15,009) $ 9,630 $ (143,318) $ 34,184 Add: 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 — — — 5,397 Net (loss) income attributable to Funko, Inc. — diluted $ (15,009) $ 9,630 $ (143,318) $ 39,581 Denominator: Weighted-average shares of Class A common stock outstanding — basic 48,236,867 46,874,285 47,640,974 43,670,297 Add: Dilutive common units of FAH, LLC that are convertible into Class A common stock — 146,109 — 8,005,100 Add : Dilutive Funko, Inc. equity compensation awards — 2,665,985 — 2,315,109 Weighted-average shares of Class A common stock outstanding — diluted 48,236,867 49,686,379 47,640,974 53,990,506 (Loss) earnings per share of Class A common stock — basic $ (0.31) $ 0.21 $ (3.01) $ 0.78 (Loss) earnings per share of Class A common stock — diluted $ (0.31) $ 0.19 $ (3.01) $ 0.73 For the three months ended September 30, 2023 and 2022, an aggregate of 10.3 million and 6.0 million, respectively, and for the nine months ended September 30, 2023 and 2022, an aggregate of 10.6 million and 1.9 million, respectively, of potentially dilutive securities were excluded from the weighted-average in the computation of diluted (loss) earnings per share of Class A common stock because the effect would have been anti-dilutive. For the three months ended September 30, 2023 and 2022, anti-dilutive securities included 4.4 million and 4.3 million, respectively, and for the nine months ended September 30, 2023 and 2022, anti-dilutive securities included 4.4 million and 0.0 million, respectively, common units of FAH, LLC that are convertible into Class A common stock, but were excluded from the computations of diluted (loss) earnings per share because the effect would have been anti-dilutive under the if-converted method. Shares of the Company’s Class B common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (15,009) | $ 9,630 | $ (143,318) | $ 34,184 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On September 5, 2023, Andy Oddie, Chief Commercial Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 218,768 shares of the Company’s common stock between January 2, 2024 and December 31, 2024, subject to certain conditions. On September 13, 2023, Tracy Daw, Chief Legal Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 219,110 shares of the Company’s common stock between January 2, 2024 and June 28, 2024, subject to certain conditions. On September 15, 2023, Andrew Perlmutter, President, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 289,022 shares of the Company’s common stock between January 2, 2024 and June 3, 2024, subject to certain conditions. | |
Andy Oddie [Member] | ||
Trading Arrangements, by Individual | ||
Name | Andy Oddie | |
Title | Chief Commercial Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 5, 2023 | |
Arrangement Duration | 364 days | |
Aggregate Available | 218,768 | 218,768 |
Tracy Daw [Member] | ||
Trading Arrangements, by Individual | ||
Name | Tracy Daw | |
Title | Chief Legal Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 13, 2023 | |
Arrangement Duration | 178 days | |
Aggregate Available | 219,110 | 219,110 |
Andrew Perlmutter [Member] | ||
Trading Arrangements, by Individual | ||
Name | Andrew Perlmutter | |
Title | President | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 15, 2023 | |
Arrangement Duration | 153 days | |
Aggregate Available | 289,022 | 289,022 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | 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. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt consists of the following (in thousands): September 30, 2023 December 31, 2022 Revolving Credit Facility $ 141,000 $ 70,000 Term Loan Facility $ 144,000 $ 157,500 Equipment Finance Loan 16,589 20,000 Debt issuance costs (2,073) (1,681) Total term debt 158,516 175,819 Less: current portion 21,977 22,041 Long-term debt, net $ 136,539 $ 153,778 |
Liabilities under Tax Receiva_2
Liabilities under Tax Receivable Agreement (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Liabilities Under Tax Receivable Agreement [Abstract] | |
Summary of Tax Receivable Agreement Liability | The following table summarizes changes in the amount of the Company’s Tax Receivable Agreement liability (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Beginning balance $ 9,562 $ 112,733 $ 109,187 $ 82,884 Additional liabilities for exchanges — 13 — 29,862 Liability reduction — — (99,620) — Payments under tax receivable agreement — — (5) — Ending balance $ 9,562 $ 112,746 $ 9,562 $ 112,746 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Main Product Categories as Percent of Sales | The following table presents summarized product information as a percent of sales: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Core Collectible 74.5 % 77.2 % 73.4 % 76.3 % Loungefly 18.4 % 16.3 % 19.8 % 18.2 % Other 7.1 % 6.5 % 6.8 % 5.5 % |
Summary of Net Sales and Long-Lived Assets | The following tables present summarized geographical information (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales: United States $ 208,895 $ 262,316 $ 557,899 $ 725,677 Europe 83,398 78,239 193,229 198,688 Other International 20,651 25,052 53,722 65,301 Total net sales $ 312,944 $ 365,607 $ 804,850 $ 989,666 September 30, 2023 December 31, 2022 Long-term assets: United States $ 117,187 $ 131,549 United Kingdom 18,919 28,811 Vietnam and China 32,025 21,056 Total long-lived assets $ 168,131 $ 181,416 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Summary of Reconciliation of Changes in Stockholders' Equity | The following is a reconciliation of changes in stockholders’ equity for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Class A common stock Beginning balance $ 5 $ 5 $ 5 $ 4 Shares issued — — — 1 Ending balance $ 5 $ 5 $ 5 $ 5 Class B common stock Beginning balance $ — $ — $ — $ 1 Redemption of common units of FAH, LLC — — — (1) Ending balance $ — $ — $ — $ — Additional paid-in capital Beginning balance $ 319,531 $ 304,258 $ 310,807 $ 252,505 Equity-based compensation (916) 4,677 7,521 11,999 Shares issued for equity-based compensation awards — 650 287 1,209 Redemption of common units of FAH, LLC 167 21 167 37,922 Recapitalization of common units of FAH, LLC — — — 5,873 Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets — 3 — 101 Ending balance $ 318,782 $ 309,609 $ 318,782 $ 309,609 Accumulated other comprehensive (loss) income Beginning balance $ (426) $ (2,575) $ (2,603) $ 1,078 Foreign currency translation loss, net of tax (2,604) (3,276) (427) (6,929) Ending balance $ (3,030) $ (5,851) $ (3,030) $ (5,851) (Accumulated deficit) retained earnings Beginning balance $ (68,294) $ 92,604 $ 60,015 $ 68,050 Net (loss) income attributable to Funko, Inc. (15,009) 9,630 (143,318) 34,184 Ending balance $ (83,303) $ 102,234 $ (83,303) $ 102,234 Non-controlling interests Beginning balance $ 11,936 $ 25,671 $ 21,465 $ 74,920 Distributions to TRA Parties (7) (283) (1,110) (10,507) Redemption of common units of FAH, LLC (167) (21) (167) (37,922) Recapitalization of common units of FAH, LLC — — — (5,873) Foreign currency translation (loss) gain, net of tax (235) (398) 36 (1,406) Net (loss) income attributable to non-controlling interests (1,215) 1,519 (9,912) 7,276 Ending balance $ 10,312 $ 26,488 $ 10,312 $ 26,488 Total stockholders’ equity $ 242,766 $ 432,485 $ 242,766 $ 432,485 |
Summary of Reconciliation of Changes in Class A and Class B Common Shares Outstanding | The following is a reconciliation of changes in Class A and Class B common shares outstanding for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Class A common shares outstanding Beginning balance 47,497 46,832 47,192 40,088 Shares issued for equity-based compensation awards 1,170 259 1,475 507 Redemption of common units of FAH, LLC 60 4 60 6,500 Ending balance 48,727 47,095 48,727 47,095 Class B common shares outstanding Beginning balance 3,293 3,293 3,293 10,691 Redemption of common units of FAH, LLC — — — (6,488) Recapitalization of Class B common shares — — — (910) Ending balance 3,293 3,293 3,293 3,293 Total Class A and Class B common shares outstanding 52,020 50,388 52,020 50,388 |
Non-controlling interests (Tabl
Non-controlling interests (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Summary of Amounts Excluded from the Computation of Net Income (Loss) and Comprehensive Income (Loss) of FAH, LLC | The following represents the amounts excluded from the computation of net (loss) income and comprehensive (loss) income of FAH, LLC for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Equity-based (recapture of) compensation expense $ (916) $ 4,677 $ 7,521 $ 11,999 Income tax expense (benefit) $ 2,257 $ 1,459 $ 128,780 $ (5,216) Tax receivable agreement liability adjustment $ — $ — $ (99,620) $ — |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliations of Numerators and Denominators Used to Compute Basic and Diluted Earnings Per Share | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted (loss) earnings per share of Class A common stock (in thousands, except shares and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: 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. — basic and diluted $ (15,009) $ 9,630 $ (143,318) $ 34,184 Add: 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 — — — 5,397 Net (loss) income attributable to Funko, Inc. — diluted $ (15,009) $ 9,630 $ (143,318) $ 39,581 Denominator: Weighted-average shares of Class A common stock outstanding — basic 48,236,867 46,874,285 47,640,974 43,670,297 Add: Dilutive common units of FAH, LLC that are convertible into Class A common stock — 146,109 — 8,005,100 Add : Dilutive Funko, Inc. equity compensation awards — 2,665,985 — 2,315,109 Weighted-average shares of Class A common stock outstanding — diluted 48,236,867 49,686,379 47,640,974 53,990,506 (Loss) earnings per share of Class A common stock — basic $ (0.31) $ 0.21 $ (3.01) $ 0.78 (Loss) earnings per share of Class A common stock — diluted $ (0.31) $ 0.19 $ (3.01) $ 0.73 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||||||
Inventory write-down | $ 30,100 | |||||||
Decrease in deferred tax asset valuation allowance | 123,200 | |||||||
Deferred tax assets, valuation allowance | $ 0 | 0 | ||||||
Obligations under tax receivable agreement | 9,562 | $ 112,746 | 9,562 | $ 112,746 | $ 9,562 | $ 109,187 | $ 112,733 | $ 82,884 |
Liability reduction | $ 0 | $ 0 | $ 99,620 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 10.8 | $ 0.5 |
Level 3 | Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated fair value of debt instruments | 160.6 | 177.5 |
Outstanding borrowings | 158.5 | 175.8 |
Fair Value, Inputs, Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Safeguarding liability | 13 | 11.3 |
Crypto asset safeguarding asset | $ 13 | $ 11.3 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 25, 2022 |
Debt Instrument [Line Items] | |||
Line of credit | $ 141,000 | $ 70,000 | |
Debt issuance costs | (2,073) | (1,681) | |
Total term debt | 158,516 | 175,819 | |
Less: current portion | 21,977 | 22,041 | |
Long-term debt, net | 136,539 | 153,778 | |
Equipment Finance Loan | Loans Payable | |||
Debt Instrument [Line Items] | |||
Equipment Finance Loan | 16,589 | 20,000 | $ 20,000 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit | 141,000 | 70,000 | |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Term Loan Facility | $ 144,000 | $ 157,500 |
Debt - New Credit Facilities -
Debt - New Credit Facilities - Additional Information (Detail) | Feb. 28, 2023 USD ($) | Nov. 25, 2022 USD ($) | Sep. 17, 2021 USD ($) step_down | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Feb. 27, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 29, 2022 USD ($) |
Debt Instrument [Line Items] | ||||||||
Number of spread | step_down | 2 | |||||||
Line of credit | $ 141,000,000 | $ 70,000,000 | ||||||
Secure Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Facility amount | $ 180,000,000 | |||||||
Long term debt maturity percentage first and second year | 2.50% | |||||||
Loans Payable | Equipment Finance Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate of borrowings | 5.71% | |||||||
Long-term debt, gross | $ 20,000,000 | 16,589,000 | 20,000,000 | |||||
Debt instrument term | 48 months | |||||||
SONIA Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margins | 4% | |||||||
Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margins | 3% | |||||||
Step down percent | 0.25% | |||||||
Interest rate of borrowings | 0% | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit | 141,000,000 | 70,000,000 | ||||||
Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit | $ 100,000,000 | $ 215,000,000 | $ 215,000,000 | |||||
Remaining borrowing capacity | 0 | 145,000,000 | ||||||
Revolving Credit Facility | Line of Credit | Third Amendment | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit | $ 180,000,000 | |||||||
Cash requirement, minimum | 10,000,000 | |||||||
Mandatory repayment, proceeds threshold | $ 25,000,000 | |||||||
Net leverage ratio | 2.50 | |||||||
Debt Instrument fixed charge coverage ratio | 1.25 | |||||||
Revolving Credit Facility | Line of Credit | Third Amendment | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit | $ 150,000,000 | |||||||
Revolving Credit Facility | Line of Credit | Term Benchmark Loan Or RFR Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margins | 4% | |||||||
Revolving Credit Facility | SOFR Rate | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margins | 0.10% | |||||||
Revolving Credit Facility | Prime Rate | Line of Credit | Canadian Prime Loan Or ABR Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margins | 3% | |||||||
Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding borrowings | 144,000,000 | 157,500,000 | ||||||
Letters of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit | $ 0 | $ 0 |
Liabilities under Tax Receiva_3
Liabilities under Tax Receivable Agreement - Additional information (Detail) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | |||||||
Nov. 01, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Liabilities Under Tax Receivable Agreement [Line Items] | |||||||||
Percentage of tax benefit paid to equity owner | 85% | ||||||||
Obligation under tax receivable agreement, including accrued interest | $ 9,800 | $ 9,800 | |||||||
Obligations under tax receivable agreement | $ 9,562 | $ 112,746 | $ 9,562 | $ 112,746 | $ 9,562 | $ 109,187 | $ 112,733 | $ 82,884 | |
FAH, LLC | |||||||||
Liabilities Under Tax Receivable Agreement [Line Items] | |||||||||
Common units acquired (in shares) | 0.1 | 0 | 0.1 | 6.5 | |||||
Increase in deferred tax assets | $ 0 | $ 0 | $ 0 | $ 30,000 | |||||
Accrued Expenses and Other Current Liabilities | |||||||||
Liabilities Under Tax Receivable Agreement [Line Items] | |||||||||
Obligations under tax receivable agreement | $ 9,600 |
Liabilities under Tax Receiva_4
Liabilities under Tax Receivable Agreement - Schedule of Liability Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Liabilities Under Tax Receivable Agreement [Roll Forward] | ||||
Beginning balance | $ 9,562 | $ 112,733 | $ 109,187 | $ 82,884 |
Additional liabilities for exchanges | 0 | 13 | 0 | 29,862 |
Liability reduction | 0 | 0 | 99,620 | 0 |
Payments under tax receivable agreement | 0 | 0 | (5) | 0 |
Ending balance | $ 9,562 | $ 112,746 | $ 9,562 | $ 112,746 |
Commitments and Contingencies -
Commitments and Contingencies - Additional information (Detail) $ in Millions | 3 Months Ended | 7 Months Ended | 9 Months Ended | 24 Months Ended | |||
Jul. 05, 2022 stockholder | Jul. 06, 2020 lawsuit | Jul. 02, 2018 lawsuit | Sep. 30, 2023 USD ($) | Jun. 12, 2018 stockholder | Sep. 30, 2023 USD ($) | Jul. 05, 2022 lawsuit | |
Lessee, Lease, Description [Line Items] | |||||||
Severance payment period (up to) | 1 year | ||||||
Number of plaintiffs | 7 | ||||||
Cassella v. Mariotti et al., Evans v. Mariotti et al., and Igelido v. Mariotti et al. | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Number of additional putative class action lawsuits filed | lawsuit | 1 | 1 | 3 | ||||
Fletcher, et al. v. Mariotti | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Number of plaintiffs | 2 | ||||||
Funko Acquisition Holdings, L.L.C. | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating leases, renewal term | 5 years | 5 years | |||||
Termination of lease | $ | $ 6.2 | $ 6.2 |
Segments - Additional Informati
Segments - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segments - Summary of Main Prod
Segments - Summary of Main Product Categories as Percent of Sales (Details) - Sales Revenue - Product Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Core Collectible | ||||
Schedule of Property and Equipment Net by Country [Line Items] | ||||
Percent of sales | 74.50% | 77.20% | 73.40% | 76.30% |
Loungefly | ||||
Schedule of Property and Equipment Net by Country [Line Items] | ||||
Percent of sales | 18.40% | 16.30% | 19.80% | 18.20% |
Other | ||||
Schedule of Property and Equipment Net by Country [Line Items] | ||||
Percent of sales | 7.10% | 6.50% | 6.80% | 5.50% |
Segments - Summary of Net Sales
Segments - Summary of Net Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 312,944 | $ 365,607 | $ 804,850 | $ 989,666 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 208,895 | 262,316 | 557,899 | 725,677 |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 83,398 | 78,239 | 193,229 | 198,688 |
Other International | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 20,651 | $ 25,052 | $ 53,722 | $ 65,301 |
Segments - Summary of Long-Live
Segments - Summary of Long-Lived Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 168,131 | $ 181,416 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 117,187 | 131,549 |
UNITED KINGDOM | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 18,919 | 28,811 |
Vietnam and China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 32,025 | $ 21,056 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ 3,076 | $ 2,342 | $ 130,859 | $ (2,932) |
Effective income tax rate | (584.90%) |
Stockholders' Equity - Reconcil
Stockholders' Equity - Reconciliation of Changes in Stockholders' Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | $ 389,689 | |||
Foreign currency translation (loss)gain , net of tax | $ (2,839) | $ (3,674) | (391) | $ (8,335) |
Net (loss) income attributable to Funko, Inc. | (16,224) | 11,149 | (153,230) | 41,460 |
Ending balance | 242,766 | 432,485 | 242,766 | 432,485 |
Common Stock | Class A common stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 5 | 5 | 5 | 4 |
Shares issued | 0 | 0 | 0 | 1 |
Ending balance | 5 | 5 | 5 | 5 |
Common Stock | Class B common stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 0 | 0 | 0 | 1 |
Redemption of common units of FAH, LLC | 0 | 0 | 0 | (1) |
Ending balance | 0 | 0 | 0 | 0 |
Additional paid-in capital | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 319,531 | 304,258 | 310,807 | 252,505 |
Equity-based compensation | (916) | 4,677 | 7,521 | 11,999 |
Redemption of common units of FAH, LLC | 167 | 21 | 167 | 37,922 |
Shares issued for equity-based compensation awards | 0 | 650 | 287 | 1,209 |
Recapitalization of common units of FAH, LLC | 0 | 0 | 0 | 5,873 |
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets | 0 | 3 | 0 | 101 |
Ending balance | 318,782 | 309,609 | 318,782 | 309,609 |
Accumulated other comprehensive (loss) income | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | (426) | (2,575) | (2,603) | 1,078 |
Foreign currency translation (loss)gain , net of tax | (2,604) | (3,276) | (427) | (6,929) |
Ending balance | (3,030) | (5,851) | (3,030) | (5,851) |
(Accumulated deficit) retained earnings | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | (68,294) | 92,604 | 60,015 | 68,050 |
Net (loss) income attributable to Funko, Inc. | (15,009) | 9,630 | (143,318) | 34,184 |
Ending balance | (83,303) | 102,234 | (83,303) | 102,234 |
Non-controlling interests | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 11,936 | 25,671 | 21,465 | 74,920 |
Redemption of common units of FAH, LLC | (167) | (21) | (167) | (37,922) |
Recapitalization of common units of FAH, LLC | 0 | 0 | 0 | (5,873) |
Distributions to TRA Parties | (7) | (283) | (1,110) | (10,507) |
Foreign currency translation (loss)gain , net of tax | (235) | (398) | 36 | (1,406) |
Net (loss) income attributable to Funko, Inc. | (1,215) | 1,519 | (9,912) | 7,276 |
Ending balance | $ 10,312 | $ 26,488 | $ 10,312 | $ 26,488 |
Stockholders' Equity - Reconc_2
Stockholders' Equity - Reconciliation of Changes in Class A and Class B Common Shares Outstanding (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A and Class B common shares outstanding | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common shares outstanding (in shares) | 52,020,000 | 50,388,000 | 52,020,000 | 50,388,000 |
Class A common stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance, common shares outstanding (in shares) | 47,497,000 | 46,832,000 | 47,192,000 | 40,088,000 |
Shares issued for equity-based compensation awards (in shares) | 1,170,000 | 259,000 | 1,475,000 | 507,000 |
Redemption of common units of FAH, LLC (in shares) | 60,000 | 4,000 | 60,000 | 6,500,000 |
Common shares outstanding (in shares) | 48,727,000 | 47,095,000 | 48,727,000 | 47,095,000 |
Class B common stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance, common shares outstanding (in shares) | 3,293,000 | 3,293,000 | 3,293,000 | 10,691,000 |
Redemption of common units of FAH, LLC (in shares) | 0 | 0 | 0 | (6,488,000) |
Recapitalization of Class B common shares (in shares) | 0 | 0 | 0 | (910,000) |
Common shares outstanding (in shares) | 3,293,000 | 3,293,000 | 3,293,000 | 3,293,000 |
Non-controlling interests - Add
Non-controlling interests - Additional Information (Detail) - shares | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
FAH, LLC | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ownership percentage | 91.70% | 91.60% | ||||
Class A common shares outstanding | ||||||
Noncontrolling Interest [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 48,727,000 | 47,192,000 | 47,497,000 | 47,095,000 | 46,832,000 | 40,088,000 |
Class A common shares outstanding | FAH, LLC | ||||||
Noncontrolling Interest [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 48,700,000 | 47,200,000 |
Non-controlling interests (Deta
Non-controlling interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Noncontrolling Interest [Line Items] | ||||
Income tax expense (benefit) | $ 3,076 | $ 2,342 | $ 130,859 | $ (2,932) |
Tax receivable agreement liability adjustment | 0 | 0 | (99,620) | 0 |
Funko Acquisition Holdings, L.L.C. | ||||
Noncontrolling Interest [Line Items] | ||||
Equity-based (recapture of) compensation expense | (916) | 4,677 | 7,521 | 11,999 |
Income tax expense (benefit) | $ 2,257 | $ 1,459 | $ 128,780 | $ (5,216) |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Reconciliations of Numerators and Denominators Used to Compute Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
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 |
Add: 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 | 0 | 0 | 0 | 5,397 |
Net (loss) income attributable to Funko, Inc. — diluted | $ (15,009) | $ 9,630 | $ (143,318) | $ 39,581 |
Denominator: | ||||
Weighted-average shares of Class A common stock outstanding — basic (in shares) | 48,236,867 | 46,874,285 | 47,640,974 | 43,670,297 |
Add: Dilutive common units of FAH, LLC that are convertible into Class A common stock (in shares) | 0 | 146,109 | 0 | 8,005,100 |
Add: Dilutive Funko, Inc. equity compensation awards (in shares) | 0 | 2,665,985 | 0 | 2,315,109 |
Weighted-average shares of Class A common stock outstanding — diluted (in shares) | 48,236,867 | 49,686,379 | 47,640,974 | 53,990,506 |
(Loss) earnings per share of Class A common stock — basic (in dollars per share) | $ (0.31) | $ 0.21 | $ (3.01) | $ 0.78 |
(Loss) earnings per share of Class A common stock — diluted (in dollars per share) | $ (0.31) | $ 0.19 | $ (3.01) | $ 0.73 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) - Class A common shares outstanding - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive shares excluded from weighted-average in computation of diluted earnings per share (in shares) | 10.3 | 6 | 10.6 | 1.9 |
Funko Acquisition Holdings, L.L.C. | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive shares excluded from weighted-average in computation of diluted earnings per share (in shares) | 4.4 | 4.3 | 4.4 | 0 |