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EX-99.2 - EX-99.2 - Funko, Inc.fnko-ex992_583.htm
8-K - 8-K - Funko, Inc.fnko-8k_20181108.htm

Exhibit 99.1

 

Funko Reports Third Quarter 2018 Financial Results

And Raises Full Year 2018 Outlook

 

Third Quarter Sales Increased 24% to $177 Million

 

EVERETT, Wash. November 8, 2018-- Funko, Inc. ("Funko,” or the “Company”) (Nasdaq: FNKO), a leading pop culture consumer products company, today reported its consolidated financial results for the third quarter ended September 30, 2018.

 

Third Quarter 2018 Highlights Versus Third Quarter 2017

 

Net sales increased 24% to $176.9 million

 

Gross profit1 increased 16% to $68.0 million

 

Gross margin1 decreased 250 basis points to 38.4%

 

Income from operations decreased 3% to $16.8 million, due to $3.7 million in certain non-recurring items

 

Net income decreased 2% to $8.1 million and earnings per diluted share were $0.08

 

Adjusted pro forma net income2 improved $7.7 million to $13.8 million and adjusted pro forma earnings per diluted share2 were $0.27

 

Adjusted EBITDA2 increased 26% to $34.1 million

 

 

“Our strong portfolio of properties and products, and our growing network of retail partners allowed us to achieve very strong third quarter growth in sales,” said Brian Mariotti, Funko’s CEO. “We have delivered great results in every quarter since our IPO last year, despite a retail landscape that companies in the toy industry have described as challenging.”

 

“Consumers, retailers and entertainment brands around the world increasingly count on the Funko platform, with its unique designs, speed-to-market and dynamic merchandising to deliver products that connect fans to the properties they love. We are excited about the early performance of recently launched licenses and categories, and look forward to 2019, which

 

1 

Gross profit is calculated as net sales less cost of sales (excluding depreciation and amortization).   Gross margin is calculated as net sales less cost of sales (excluding depreciation and amortization) as a percentage of net sales.

2 

Adjusted pro forma net income, adjusted pro forma earnings per diluted share, EBITDA and adjusted EBITDA are non-GAAP measures. For a reconciliation of adjusted pro forma net income, adjusted pro forma earnings per diluted share, EBITDA and adjusted EBITDA to U.S. GAAP net income, please refer to the “Non-GAAP Financial Measures” section of this press release.

 

 

 


looks to be a banner year for pop culture content, and one in which we plan to continue to expand into new categories and engage with our fans in exciting ways.”

 

Third Quarter 2018 Financial Results

Net sales increased 24% to $176.9 million in the third quarter of 2018 from $142.8 million in the third quarter of 2017. The increase was primarily driven by the continued expansion of products and properties in the Company’s portfolio.

 

In the third quarter of 2018, the number of active properties increased 38% to 553 from 400 and net sales per active property decreased 10%. On a geographical basis, net sales in the United States increased 16% to $121.3 million and net sales internationally increased 44% to $55.6 million primarily due to growth in Europe. On a product category basis, net sales of figures increased 24% to $141.8 million and net sales of other products increased 26% to $35.2 million versus the third quarter of 2017.    

 

The tables below show the breakdown of net sales on a geographical and product category basis (in thousands):

 

 

 

Three Months Ended September 30,

 

 

Period Over Period Change

 

 

 

2018

 

 

2017

 

 

Dollar

 

 

Percentage

 

Net sales by geography:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

121,316

 

 

$

104,234

 

 

$

17,082

 

 

 

16.4

%

International

 

 

55,599

 

 

 

38,578

 

 

 

17,021

 

 

 

44.1

%

Total net sales

 

$

176,915

 

 

$

142,812

 

 

$

34,103

 

 

 

23.9

%

 

 

Three Months Ended September 30,

 

 

Period Over Period Change

 

 

 

2018

 

 

2017

 

 

Dollar

 

 

Percentage

 

Net sales by product:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Figures

 

$

141,762

 

 

$

114,819

 

 

$

26,943

 

 

 

23.5

%

Other

 

 

35,153

 

 

 

27,993

 

 

 

7,160

 

 

 

25.6

%

Total net sales

 

$

176,915

 

 

$

142,812

 

 

$

34,103

 

 

 

23.9

%

 

Gross margin1 in the third quarter of 2018 decreased 250 basis points to 38.4% compared to 40.9% in the third quarter of 2017. The lower gross margin1 in the third quarter of 2018 reflected a reduction in the average sales price to our European customers due in part to an increase in shipments directly from our factories for which we generally provide sales discounts, as well as selective price reductions in Europe to better align global product pricing following the Underground Toys acquisition.  

 

SG&A expenses increased 27% to $41.3 million in the third quarter of 2018 from $32.5 million in the third quarter of 2017. The majority of the increase was driven by growth in the business, including incremental expenses associated with the Company’s direct distribution model in Europe, our Loungefly operations and Funko Animation Studios. More specifically, personnel

 

1 Gross margin is calculated as net sales less cost of sales (excluding depreciation and amortization) as a percentage of net sales.

 


and commission expenses increased $3.9 million (which includes $1.0 million of severance costs), primarily driven by the buildout of the Company’s sales, operating and administrative teams worldwide, equity-based compensation increased $3.0 million, and facilities and rent expenses increased $1.9 million, primarily due to new facilities in Europe. In addition, the Company incurred approximately $2.7 million in transaction costs and other non-recurring expenses of which the majority is related to 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.  

 

Depreciation and amortization expense increased 18% to $10.0 million in the third quarter of 2018 from $8.4 million in the third quarter of 2017. The majority of the increase was from higher depreciation on mold and tooling costs as the Company continues to expand its product offerings and make leasehold improvements at its corporate offices and warehouse facilities.

 

Net interest expense decreased 37% to $5.8 million in the third quarter of 2018 from $9.1 million in the third quarter of 2017 due to lower debt levels and lower rates on borrowings.

 

The Company ended the third quarter of 2018 with net debt of $248.5 million, which includes total debt of $259.1 million less cash and cash equivalents of $10.6 million. See additional information regarding net debt under “Non-GAAP Financial Measures” below. Inventory was $81.2 million on September 30, 2018, versus $79.1 million on December 31, 2017, and $78.8 million on September 30, 2017.

 

Increased 2018 Outlook

For the full year 2018, Funko now expects net sales to be in a range of approximately $645 million to $650 million, up from a range of $620 million to $630 million in the outlook presented on August 9, 2018. Adjusted EBITDA is now expected to be in a range of approximately $108 million to $112 million, compared to a range of $104 million to $112 million in the August outlook. Adjusted Pro Forma EPS is now expected to be in a range of $0.68 to $0.73, up from a range of $0.60 to $0.70 in the August outlook. The Adjusted Pro Forma EPS is based on estimated adjusted pro forma average diluted shares outstanding of 51.5 million for the full year 2018.

 

A table summarizing this outlook has been provided at the end of this release.

 

Subsequent Events

On October 22, 2018, the Company closed a previously announced refinancing of its term loan and revolving credit facility with a group of lenders led by PNC Capital Markets and JPMorgan Chase Bank. Under the terms of the new facilities (the details of which are included in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2018), the Company’s annual interest costs will be reduced significantly, beginning in the fourth quarter of 2018. The Company also expects to incur a one-time, non-cash charge of approximately $4.5 million for the write-off of remaining capitalized financing costs in the fourth quarter of 2018.

  

 

 


 

Conference Call and Webcast

The Company will host a conference call at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) today, November 8, 2018, to further discuss its third quarter results. Investors and analysts can participate on the conference call by dialing (877) 407-9039 or (201) 689-8470. Interested parties can also listen to a live webcast or replay of the conference call by logging on to the Investor Relations section on the Company’s website at https://investor.funko.com/. The replay of the webcast will be available for one year.

 

About Funko

Headquartered in Everett, Washington, Funko is a leading pop culture consumer products company. 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 https://funko.com/, and follow us on Twitter (@OriginalFunko) and Instagram (@OriginalFunko).

 

Presentation

This press release presents historical results of Funko, Inc. for the third quarter ended September 30, 2018, and of Funko Acquisition Holdings, LLC (“FAH, LLC”), the predecessor of Funko, Inc. for financial reporting purposes, for the third quarter ended September 30, 2017. The initial public offering (“IPO”) and related reorganization transactions (the “Transactions”) that occurred on or before November 6, 2017 resulted in the Company being the sole managing member of FAH, LLC. As a result, the Company consolidates the financial results of FAH, LLC and reports a non-controlling interest in its consolidated financial statements. Accordingly, the historical results of FAH, LLC do not purport to reflect what the results of operations of Funko, Inc would have been had the Company’s IPO and related transactions occurred prior to such periods. As the Transactions are considered transactions among entities under common control, the financial statements for the periods prior to the IPO and related transactions have been adjusted to combine the previously separate entities for presentation purposes. Unless otherwise indicated, all financial comparisons in this press release compare our financial results from the third quarter of 2018 to our financial results from the third quarter of 2017.

 

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, the underlying trends in our business, growing demand for our products, our potential for growth, potential product launches in the fourth quarter of 2018, anticipated charges relating to our debt instruments, and future opportunities. 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 actual financial results for the year ending December 31, 2018 may differ from the anticipated results disclosed in this press release; our ability to maintain and realize the

 


full value of our license agreements; the ongoing level of popularity of our products with consumers; changes in the retail industry and markets for our consumer products; our ability to maintain our relationships with retail customers and distributors; our ability to compete effectively; fluctuations in our gross margin; our dependence on content development and creation by third parties; 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; our ability to attract and retain qualified employees and maintain our corporate culture; risks associated with our international operations; changes in U.S. tax law; foreign currency exchange rate exposure; the possibility or existence of global and regional economic downturns; 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; reputational risk resulting from our e-commerce business and social media presence; risks relating to our indebtedness and our ability to secure additional financing; the potential for our electronic data to be compromised; the influence of our significant stockholder, ACON, and the possibility that ACON’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 the potential that we will fail to establish and maintain effective internal control over financial reporting. These and other important factors discussed under the caption “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2017 and our quarterly report on Form 10-Q for the three and nine months ended September 30, 2018 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:

Sean McGowan, Liolios

FNKO@liolios.com

949-574-3860

 

Media:

Jessica Piha, Funko

jessicap@funko.com

425-783-3616


 


Funko, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

(In thousands, except per share data)

 

Net sales

 

$

176,915

 

 

$

142,812

 

 

$

452,849

 

 

$

346,610

 

Cost of sales (exclusive of depreciation and

   amortization shown separately below)

 

 

108,898

 

 

 

84,387

 

 

 

280,536

 

 

 

214,453

 

Selling, general, and administrative expenses

 

 

41,267

 

 

 

32,511

 

 

 

110,306

 

 

 

83,412

 

Acquisition transaction costs

 

 

-

 

 

 

136

 

 

 

28

 

 

 

3,222

 

Depreciation and amortization

 

 

9,961

 

 

 

8,433

 

 

 

28,912

 

 

 

22,755

 

Total operating expenses

 

 

160,126

 

 

 

125,467

 

 

 

419,782

 

 

 

323,842

 

Income from operations

 

 

16,789

 

 

 

17,345

 

 

 

33,067

 

 

 

22,768

 

Interest expense, net

 

 

5,750

 

 

 

9,091

 

 

 

17,230

 

 

 

23,768

 

Other (income) expense, net

 

 

1,434

 

 

 

(32

)

 

 

2,594

 

 

 

(145

)

Income (loss) before income taxes

 

 

9,605

 

 

 

8,286

 

 

 

13,243

 

 

 

(855

)

Income tax expense

 

 

1,519

 

 

 

22

 

 

 

2,049

 

 

 

1,046

 

Net income (loss)

 

 

8,086

 

 

 

8,264

 

 

 

11,194

 

 

 

(1,901

)

Less: net income attributable to non-controlling

   interests

 

 

6,056

 

 

 

-

 

 

 

7,848

 

 

 

-

 

Net income (loss) attributable to Funko, Inc.

 

$

2,030

 

 

$

8,264

 

 

$

3,346

 

 

$

(1,901

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share of Class A common stock (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.09

 

 

 

 

 

 

$

0.14

 

 

 

 

 

Diluted

 

$

0.08

 

 

 

 

 

 

$

0.13

 

 

 

 

 

Weighted average shares of Class A common

   stock outstanding (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

23,765

 

 

 

 

 

 

 

23,484

 

 

 

 

 

Diluted

 

 

26,286

 

 

 

 

 

 

 

25,124

 

 

 

 

 

 

(1)

Basic and diluted earnings per Class A common stock is applicable only for the period after the Company’s initial public offering.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

Funko, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

(In thousands, except per share amounts)

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

10,576

 

 

$

7,728

 

Accounts receivable, net

 

 

127,026

 

 

 

115,478

 

Inventory

 

 

81,206

 

 

 

79,082

 

Prepaid expenses and other current assets

 

 

25,302

 

 

 

21,727

 

Total current assets

 

 

244,110

 

 

 

224,015

 

Property and equipment, net

 

 

44,469

 

 

 

40,438

 

Goodwill

 

 

112,977

 

 

 

110,902

 

Intangible assets, net

 

 

237,518

 

 

 

250,649

 

Deferred tax asset

 

 

5,795

 

 

 

51

 

Other assets

 

 

3,896

 

 

 

4,258

 

Total assets

 

$

648,765

 

 

$

630,313

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Line of credit

 

$

54,899

 

 

$

10,801

 

Current portion long-term debt, net of unamortized discount

 

 

7,973

 

 

 

7,928

 

Accounts payable

 

 

34,978

 

 

 

53,428

 

Income taxes payable

 

 

2,371

 

 

 

2,268

 

Accrued royalties

 

 

31,494

 

 

 

25,969

 

Accrued expenses and other current liabilities

 

 

31,066

 

 

 

27,032

 

Current portion of contingent consideration

 

 

2,500

 

 

 

2,500

 

Total current liabilities

 

 

165,281

 

 

 

129,926

 

Long-term debt, net of unamortized discount

 

 

196,181

 

 

 

215,170

 

Deferred tax liability

 

 

65

 

 

 

588

 

Deferred rent and other long-term liabilities

 

 

10,820

 

 

 

3,474

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Class A common stock, par value $0.0001 per share, 200,000 shares

   authorized; 24,701 and 23,338 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively

 

 

2

 

 

 

2

 

Class B common stock, par value $0.0001 per share, 50,000 shares

   authorized; 23,665 and 24,976 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively

 

 

2

 

 

 

2

 

Additional paid-in-capital

 

 

142,426

 

 

 

129,320

 

Accumulated other comprehensive income

 

 

163

 

 

 

802

 

Retained earnings

 

 

4,387

 

 

 

1,041

 

Total stockholders' equity attributable to Funko, Inc.

 

 

146,980

 

 

 

131,167

 

Non-controlling interests

 

 

129,438

 

 

 

149,988

 

Total stockholders' equity

 

 

276,418

 

 

 

281,155

 

Total liabilities and stockholders' equity

 

$

648,765

 

 

$

630,313

 

 

 

 

 


Funko, Inc. and Subsidiaries

Non-GAAP Financial Measures

Adjusted Pro Forma Net Income, Adjusted Pro Forma Earnings per Diluted Share, EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, U.S. GAAP. Adjusted Pro Forma Net Income, Adjusted Pro Forma Earnings per Diluted Share, EBITDA and Adjusted EBITDA are not measurements of our financial performance under U.S. GAAP and should not be considered as an alternative to net income (loss), earnings per share or any other performance measure derived in accordance with U.S. GAAP. We define Adjusted Pro Forma Net Income as net income attributable to Funko, Inc adjusted for the reallocation of income attributable to non-controlling interests from the assumed exchange of all outstanding common units and options in FAH, LLC (or the common unit equivalent of profit interests in FAH, LLC for periods prior to the IPO) for newly issued-shares of Class A common stock of Funko, Inc. and further adjusted for the impact of certain non-cash charges and other items that we do not consider in our evaluation of ongoing operating performance.  These items include, among other things, reallocation of net income attributable to non-controlling interests, monitoring charges, non-cash charges related to equity-based compensation programs, earnout fair market value adjustments, inventory step-ups, acquisition transaction costs, foreign currency transaction gains and losses and other unusual or one-time items, and the income tax expense effect of (1) these adjustments and (2) the pass-through entity taxable income as if the parent company was a subchapter C corporation in periods prior to the IPO.  We define Adjusted Pro Forma Earnings per Diluted Share as Adjusted Pro Forma Net Income divided by the weighted-average shares of Class A common stock outstanding, assuming (1) the full exchange of all outstanding common units and options in FAH, LLC (or the common unit equivalent of profits interest in FAH, LLC for periods prior to the IPO) for newly issued-shares of Class A common stock of Funko, Inc. and (2) the dilutive effect of stock options and unvested common units, if any. We define EBITDA as net income (loss) before interest expense, net, income tax expense, depreciation and amortization. We define Adjusted EBITDA as EBITDA further adjusted for monitoring fees, non-cash charges related to equity-based compensation programs, earnout fair market value adjustments, inventory step-ups, acquisition transaction costs, foreign currency transaction gains and losses and other unusual or one-time items.  We caution investors that amounts presented in accordance with our definitions Adjusted Pro Forma Net Income, Adjusted Pro Forma Earnings per Diluted Share, EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate Adjusted Pro Forma Net Income, Adjusted Pro Forma Earnings per Diluted Share, EBITDA and Adjusted EBITDA in the same manner. We present Adjusted Pro Forma Net Income, Adjusted Pro Forma Earnings per Diluted Share, EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.  Management uses Adjusted Pro Forma Net Income, Adjusted Pro Forma Earnings per Diluted Share, EBITDA and Adjusted EBITDA as a measurement of operating performance because they assist us in comparing the operating performance of our business on a consistent basis, as they remove the impact of items not directly resulting from

 


our core operations; for planning purposes, including the preparation of our internal annual operating budget and financial projections; as a consideration to assess incentive compensation for our employees; to evaluate the performance and effectiveness of our operational strategies; and to evaluate our capacity to expand our business.

By providing these non-GAAP financial measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our senior secured credit facilities use Adjusted EBITDA to measure our compliance with covenants such as senior leverage ratio. Adjusted Pro Forma Net Income, Adjusted Pro Forma Earnings per Diluted Share, EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as an alternative to, or a substitute for net income (loss) or other financial statement data presented in this press release as indicators of financial performance. Some of the limitations are:

  • such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

  •such measures do not reflect changes in, or cash requirements for, our working capital needs;

•such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

  •although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

• other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, Adjusted Pro Forma Net Income, Adjusted Pro Forma Earnings per Diluted Share, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, Adjusted Pro Forma Net Income, Adjusted Pro Forma Earnings per Diluted Share and Adjusted EBITDA include adjustments for non-cash charges related to equity-based compensation programs, earnout fair market value adjustments, inventory step-ups, acquisition transaction costs, foreign currency transaction gains and losses, and other unusual or one-time items. It is reasonable to expect that these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. In addition, Adjusted Pro Forma Net Income, Adjusted Pro Forma Earnings per Diluted Share and Adjusted EBITDA include adjustments for other items, such as monitoring fees, that we do not expect to regularly record following our IPO. Each of the normal recurring adjustments and other adjustments

 


described herein and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

In addition, this press release refers to the non-GAAP financial measure Net Debt, which consists of total debt as reported on the consolidated balance sheet less cash and cash equivalents. Management believes that Net Debt provides useful information to investors because it shows the Company’s outstanding debt obligations that could not be satisfied by its cash and cash equivalents on hand.

The following tables reconcile Adjusted Pro Forma Net Income, Adjusted Pro Forma Earnings per Diluted Share, EBITDA and Adjusted EBITDA to the most directly comparable U.S. GAAP financial performance measure, which is net income (loss) (in thousands):

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

(In thousands, except per share data)

 

Net income (loss) attributable to Funko, Inc.

 

$

2,030

 

 

$

8,264

 

 

$

3,346

 

 

$

(1,901

)

Reallocation of net income attributable to

   non-controlling interests from the assumed

   exchange of common units of FAH, LLC for

   Class A common stock (1)

 

 

6,056

 

 

 

 

 

 

7,848

 

 

 

 

Monitoring fees (2)

 

 

 

 

 

489

 

 

 

 

 

 

1,470

 

Equity-based compensation (3)

 

 

3,607

 

 

 

583

 

 

 

5,750

 

 

 

4,328

 

Earnout fair market value adjustment (4)

 

 

 

 

 

22

 

 

 

 

 

 

30

 

Inventory step-up (5)

 

 

 

 

 

 

 

 

 

 

 

2,630

 

Acquisition transaction costs and other expenses (6)

 

 

2,663

 

 

 

136

 

 

 

2,691

 

 

 

4,311

 

Severance costs (7)

 

 

1,031

 

 

 

 

 

 

1,031

 

 

 

-

 

Foreign currency transaction (gain) loss (8)

 

 

1,434

 

 

 

(32

)

 

 

2,594

 

 

 

(145

)

Income tax (expense) benefit (9)

 

 

(3,066

)

 

 

(3,411

)

 

 

(4,278

)

 

 

(3,214

)

Adjusted pro forma net income

 

 

13,755

 

 

 

6,051

 

 

 

18,982

 

 

 

7,509

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares of Class A common stock

   outstanding-basic

 

 

23,765

 

 

 

 

 

 

 

23,484

 

 

 

 

 

Equity-based compensation awards and

   common units of FAH, LLC that are

   convertible into Class A common stock

 

 

27,682

 

 

 

 

 

 

 

27,046

 

 

 

 

 

Adjusted pro forma weighted-average shares of

   Class A stock outstanding - diluted

 

 

51,447

 

 

 

 

 

 

 

50,530

 

 

 

 

 

Adjusted pro forma earnings per diluted share

 

$

0.27

 

 

 

 

 

 

$

0.38

 

 

 

 

 

 

 


 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

(amounts in thousands)

 

Net income (loss)

 

$

8,086

 

 

$

8,264

 

 

$

11,194

 

 

$

(1,901

)

Interest expense, net

 

 

5,750

 

 

 

9,091

 

 

 

17,230

 

 

 

23,768

 

Income tax expense (benefit)

 

 

1,519

 

 

 

22

 

 

 

2,049

 

 

 

1,046

 

Depreciation and amortization

 

 

9,961

 

 

 

8,433

 

 

 

28,912

 

 

 

22,755

 

EBITDA

 

$

25,316

 

 

$

25,810

 

 

$

59,385

 

 

$

45,668

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monitoring fees (2)

 

 

 

 

 

489

 

 

 

 

 

 

1,470

 

Equity-based compensation (3)

 

 

3,607

 

 

 

583

 

 

 

5,750

 

 

 

4,328

 

Earnout fair market value adjustment (4)

 

 

 

 

 

22

 

 

 

 

 

 

30

 

Inventory step-up (5)

 

 

 

 

 

 

 

 

 

 

 

2,630

 

Acquisition transaction costs and other

   expenses (6)

 

 

2,663

 

 

 

136

 

 

 

2,691

 

 

 

4,311

 

Severance costs (7)

 

 

1,031

 

 

 

 

 

 

1,031

 

 

 

 

Foreign currency transaction (gain) loss (8)

 

 

1,434

 

 

 

(32

)

 

 

2,594

 

 

 

(145

)

Adjusted EBITDA

 

$

34,051

 

 

$

27,008

 

 

$

71,451

 

 

$

58,292

 

 

 

(1)

Represents the reallocation of net 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 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 the Underground Toys acquisition.

(6)

Represents legal, accounting, and other related costs incurred in connection with the IPO, acquisitions and other transactions.  Included for the three and nine months ended September 30, 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.  

(7)

Represents severance costs incurred in connection with the departure of certain members of senior management, including the founders of Loungefly.  

(8)

Represents both unrealized and realized foreign currency (gains) losses on transactions other than in U.S. dollars.

(9)

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 were a subchapter C corporation in periods prior to the IPO. This adjustment uses an effective tax rate of 25% for the three and nine months ended September 30, 2018 and 36.2% for the three and nine months ended September 30, 2017, respectively.

 

 

 

 


 


Guidance Reconciliation of Net Income to EBITDA, Adjusted EBITDA, Adjusted Pro Forma Net Income and Adjusted Pro Forma Earnings per Diluted Share

 

Estimated Range for the Year Ended December 31, 2018

 

 

 

(In millions except per share amounts)

 

Net income

 

$

22.6

 

 

$

25.5

 

Interest expense, net

 

 

22.1

 

 

 

22.3

 

Income tax expense

 

 

4.9

 

 

 

5.5

 

Depreciation and amortization

 

 

39.1

 

 

 

39.4

 

EBITDA

 

$

88.7

 

 

$

92.7

 

Adjustments:

 

 

 

 

 

 

 

 

Equity-based compensation (1)

 

 

8.4

 

 

 

8.4

 

Acquisition transaction costs and other expenses (2)

 

 

2.7

 

 

 

2.7

 

Severance costs (3)

 

 

1.1

 

 

 

1.1

 

Loss on extinguishment of debt

 

 

4.5

 

 

 

4.5

 

Foreign currency transaction (gain) loss (4)

 

 

2.6

 

 

 

2.6

 

Adjusted EBITDA

 

$

108.0

 

 

$

112.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

22.6

 

 

$

25.5

 

Equity-based compensation (1)

 

 

8.4

 

 

 

8.4

 

Acquisition transaction costs and other expenses (2)

 

 

2.7

 

 

 

2.7

 

Severance costs (3)

 

 

1.1

 

 

 

1.1

 

Loss on extinguishment of debt

 

 

4.5

 

 

 

4.5

 

Foreign currency transaction (gain) loss (4)

 

 

2.6

 

 

 

2.6

 

Income tax expense (5)

 

 

(6.8

)

 

 

(7.0

)

Adjusted net income

 

$

35.1

 

 

$

37.8

 

 

 

 

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding

 

 

23.8

 

 

 

23.8

 

Equity-based compensation awards and common units of FAH, LLC that are convertible into Class A common stock

 

 

27.7

 

 

 

27.7

 

Adjusted weighted-average shares of Class A stock outstanding - diluted

 

 

51.5

 

 

 

51.5

 

 

 

 

 

 

 

 

 

 

Adjusted earnings per diluted share

 

$

0.68

 

 

$

0.73

 

 

 

 

(1)

Represents non-cash charges related to equity-based compensation programs, which vary from period to period depending on timing of awards.

(2)

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.

(3)

Represents severance costs incurred in connection with the departure of certain members of senior management, including the founders of Loungefly.

(4)

Represents both unrealized and realized foreign currency (gains) losses on transactions other than in U.S. dollars.

 


(5)

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 were a subchapter C corporation in periods

prior to the IPO. This adjustment uses an effective tax rate of 25% for the year ended December 31, 2018.