Ladies and gentlemen, good afternoon and welcome to Funko's 2023 Second Quarter Financial Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct the question-and-answer session and instructions will follow at that time. As a reminder, this call is being recorded. I'll now turn the call over to Funko's new Head of Investor Relations, Rob Jeffrey. Please proceed.

Hello, everyone, and thank you for joining us today to discuss Funko's 2023 second quarter financial results. On the call are Mike Lunsford, our recently appointed Interim Chief Executive Officer, and Steve Nave, the Company's Chief Financial Officer and Chief Operating Officer. This call is being broadcast live at investor.funko.com. A playback will be available for at least one year on the Company's website. I want to remind everyone that during the course of this call, management's discussion will include forward-looking information. These statements represent our best judgment about the Company's future results and performance. As of today, our actual results are subject to many risks and uncertainties that may differ materially from those stated or implied, including those discussed in our earnings release. Additional information concerning factors that could cause actual results to differ materially is contained in our most recent SEC reports. In addition, during the course of this call, we refer to non-GAAP financial measures that are not prepared in accordance with U.S. Generally Accepted Accounting Principles and may be different from non-GAAP financial measures used by other companies. Investors are encouraged to review Funko's press release announcing its 2023 second quarter financial results for the Company's reasons for presenting non-GAAP financial measures. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures is also attached to the Company's earnings press release issued earlier today. I will now turn the call over to Steve.

Thanks, Rob, and welcome to Funko. By the way, good afternoon, everybody, and thanks for joining us today. In the second quarter, net sales were $240 million and adjusted EBITDA was a loss of approximately $8 million. Both metrics were within the guidance ranges we previously provided for this quarter. Our second quarter performance was impacted by ongoing inventory destocking by our larger wholesale customers. We anticipate this softness will continue in the second half of the year. Accordingly, we have lowered our full year guidance. I'll discuss guidance in more detail later in the call. With that brief overview, I'd like to introduce everyone to Mike Lunsford to give you more color. Mike was recently named Interim CEO. He's an experienced CEO and has served as interim CEO for two other public companies. He's been a member of Funko's board for the last five years, so he is very familiar with the company, its operations, and its challenges. Mike, go ahead.

Good afternoon, everyone. As Steve just said, I was recently appointed Interim CEO, upon Brian's departure from the role. Brian remains actively engaged as both a member of the Company's Board and as Funko's greatest evangelist, but he is currently taking some time away from the day-to-day to re-energize. We plan to launch the search for a permanent CEO this quarter. The Board, with help from an executive recruiting firm, will conduct a thorough search, including both internal and external candidates. As for me, I love Funko and have been a fan of the Company brand and team for years, and I'm excited for the opportunity to lead the transition. We are not in a holding period. I have a mandate from the Board to quickly reshape Funko, to regain its nimbleness, to return to growth and to be meaningfully more profitable. I'm highly confident we will do all three in short order. I am very familiar with the talented senior leadership team from my five years on the Board, and this familiarity has allowed us to rapidly reset our strategy for achieving long-term profitable growth. We've already started to execute that strategy for Funko. The foundation of any strategy must start with the brand and our fans, who count on us to deliver fun pop culture products that serve as avatars, memories, art, fashion, and most importantly, identity. Very few brands have such a deep connection with the customer's identity as we do. It is an honor and one that we must constantly strive to earn and maintain, delight them while running an efficient business underneath. And we believe there is no end to the upside in Funko. Despite the expected second half retail softness that Steve called out earlier, we believe our brand is as strong as ever. We say this based on the strength of sales of our e-commerce site up 19% year-over-year and in our retail stores up 10% year-over-year, and the enthusiasm of our customers and fans we witnessed at San Diego Comic Con and our Funko Fund Days event two weeks ago. E-commerce revenue generated from San Diego Comic Con product releases was up more than 50% versus last year and drove our biggest week ever of e-commerce sales. I'll also add that at the event, we soft launched the next generation of Pop Yourself, which generated tremendous buzz. We expect to launch the product later this month on our e-commerce site, which will enable millions of fans and customers to pop themselves. But a strong brand isn't enough. Our fans and our partners demand that we be quick-to-market, responsive to rapidly changing pop culture, nimble and creative in our product designs, and operationally excellent. Over the past two years, we lost sight of the importance of these competencies, and as a result, the number of product lines and SKUs that we have produced has grown rapidly, bringing too much complexity to the business with too little return. We believe that the best path forward for Funko is to focus our energy on fewer product lines and fewer SKUs. Using a data-driven and strategically informed approach, we are taking out products that were not adding significantly to the top line and not helping the bottom line. Our plan is to reduce our product lines by over 30 percent and our SKUs by a similar amount. This simplification and focus will result in a leaner company, which is the driving factor behind the reduction in workforce that we enacted last week. This new, more focused approach does not mean we will stop innovating. It does mean that we will put more effort behind key value-driving initiatives and choose those initiatives using hard data and thoughtful planning. Our new Pop Yourself is a great example. It is a logical brand extension and one that leverages our D2C channel first, which is an environment we can control. Over the longer run, we expect that the product will add licensed content for accessorizing and that will create a new wholesale opportunity at brand-specific locations. It is a return to the basic flywheel that powers our business, delight our fans, go back to the license holders with new opportunities, then bring new content to our wholesale partners, and further delight our fans to keep the flywheel spinning. We are returning to our roots as a fast-moving entrepreneurial disruptor that knows the dollars we spend must perform. This strategy and approach will form everything we do going forward. By focusing on the fans and our unmatched brand, by running the business like a lean startup rejecting complexity, by focusing on fewer products done extremely well, by investing in areas we can control, measure and grow profitably that are central to or strategically aligned with our most productive businesses and by keeping the flywheel turning. What does all this mean from a financial viewpoint? While we are not yet prepared to provide a formal outlook for next year, I'll share a few of the quantifiable reasons we are optimistic about our strategy and the moves we have made and will continue to make as we reshape the company. First, we anticipate a return to more normalized purchasing levels by our wholesale customers once inventories are right-sized. Second, we expect to see a meaningful benefit to our gross margins from the annualization of price increases, factory cost savings, and normalized freight costs. Third, we'll see the full annualized benefit of the operational improvements and cost reductions we have been implementing throughout this year. And finally, the strategy we are pursuing to focus on generating additional revenues from our more profitable business lines will for the most part, be implemented by year-end. With that, I'll turn the call back over to Steve to cover our detailed financial results and guidance.

Thanks, Mike. Before diving into the financials, I'd like to update you on the progress we've made on the first round of operational improvements and cost reductions that we put in place earlier this year, which will generate annualized cost savings of between $155 million and $185 million. Some of the major elements of that plan included the significant reduction of inventory earlier in the year, which helped us eliminate certain storage costs and improve the efficiency of our primary U.S. Distribution center, the completion of a 10% workforce reduction in April, the renegotiation of key freight and logistics contracts across our supply chain, and numerous operational changes to reduce our fulfillment cost per unit. We also went live last month with our new temporary warehouse management system, which is a key component of our efforts to drive financial efficiencies in our primary U.S. Distribution center. By the way, this was a Herculean cross-functional effort, so I'd like to take a second to recognize all the Funko employees who were involved in this complicated systems implementation. Turning to our Q2 financial results, net sales were $240 million, which included wholesale channel sales of $200.5 million, and direct-to-consumer sales, which includes sales from our e-commerce sites and our three retail stores, of $39.5 million. Gross margin was 29.2%, which was below our expectations. This was primarily driven by two factors. One, the mix of our sales for the quarter included a higher than anticipated percentage of inventory that was received back when freight costs were much higher, resulting in higher amortization of capitalized inbound freight costs than we expected. And two, customer order cancellations during the quarter resulted in a formulaic increase in our inventory obsolescence reserve. SG&A expenses were $85.6 million, which was significantly better than we expected and an improvement of $14.4 million over the preceding quarter, driven by efficiencies in our distribution centers and very tight expense control. Adjusted net loss was $22.3 million, equal to $0.43 per share, which was within our guidance range for the quarter. And finally, adjusted EBITDA was a loss of $7.6 million, also within the guidance. I also want to note that in the second quarter, due to a technical accounting requirement, we established a full valuation allowance against the Company's deferred tax asset of $138.1 million, offset by an adjustment to our tax receivable agreement liability of $99.6 million, the net effect of which was a non-cash charge of $38.5 million. This charge does not affect adjusted EBITDA and despite the technical accounting requirement to record the impairment of our deferred tax asset, we believe we'll be able to utilize the deferred tax asset in the future. Turning to our balance sheet, at the end of the quarter, cash and cash equivalents totaled $36.8 million. Total debt was approximately $305 million. This includes the amount outstanding under the Company's term loan facility, net of unamortized discounts, revolving line of credit, and our equipment finance loan inventory was $187.3 million, which was down significantly from $246.4 million at December 31 of last year and down slightly from $191.6 million at the end of the first quarter. As Mike discussed, we are rationalizing our product lines to better focus on the products and businesses that are most productive for us, improve our inventory management, and drive further efficiencies throughout the organization. As a result of this sharper, more deliberate focus, we implemented an additional reduction in our workforce last week. This second, larger workforce reduction affected approximately 180 positions, which corresponds to a 17% reduction of our non-variable workforce. The annualized cost savings related to this second workforce reduction is approximately $20 million. Combined with the earlier workforce reduction, we've now reduced our non-variable workforce this year by 23%, resulting in total annualized cost savings of approximately $30 million. In addition to the $20 million in savings from last week's workforce reduction, we've identified another $18 million in non-headcount related annualized cost savings, for a total of approximately $38 million of annualized cost savings related to the most recent workforce reduction. We expect to record nonrecurring severance and related charges of approximately $2 million in the third quarter. Cost savings related to the product rationalization are expected to occur gradually over time. It is important to point out that we are being strategic and deliberate with where and how we've cut costs. Our plan is to continue to invest in product development just with more focus and financial discipline. Turning to our outlook for the full year, we have lowered our guidance and now expect net sales of between $1.5 billion and $1.12 billion, down from our previous guidance of $1.19 billion to $1.26 billion. An adjusted EBITDA of between $20 million and $30 million, down from $65 million to $75 million, driven by the drop in sales, partially offset by further expense reductions. For the third quarter, we expect to see a much improved overall financial performance compared to the second quarter. Our expectation is based on, among other things, historically higher sales in the holiday season. Combined with the positive impact of the cost reductions and operational improvements we've implemented. Our outlook for the third quarter is as follows: net sales of between $280 million to $300 million; gross margin increasing meaningfully from Q2; SG&A as a percent of net sales improving sequentially from the second quarter as well; adjusted net loss of $5 million, or $0.10 per share, to $1 million or $0.03 per share. Finally, we expect adjusted EBITDA of between $14 million and $19 million. That's it for me. Mike, back to you.

In closing, in a challenging retail environment, we believe we are taking the correct actions to navigate the near-term challenges and also set ourselves up for profitable long-term growth. We are early in the refactoring process, but we believe our financial performance next year will be significantly better than in 2023. The actions we have taken and continue to take strengthen our business and lay the foundation for a more profitable future. I will now turn it over to the operator for Q&A.

Thank you. We have our first question that comes from Linda Bolton-Weiser from D.A. Davidson. Linda, your line is now open.

Yes, hello. So I guess my first question is about your performance at retail. We've heard a lot of the toy companies and other durable goods companies say that they are done with their inventory reduction at retail. Things are in much better shape. So I'm wondering, what's the difference for you, and how is your POS trending in brick and mortar like Walmart and Target versus your own stores? Why is that POS seemingly so different?

Hey, Linda. It's Steve, good to hear from you. On your first question, what I would say, and I don't want to get too excited about this yet, is we are starting to see a little bit of a shift. So we're starting to see some of the bigger replenishment orders that we would have expected from some of our larger retail partners. But I don't want to look at that and say that's a trend yet, because it's literally just starting to happen, probably over the last 30 days or so. So that gives us quite a bit of optimism. But what I would tell you is we're planning the back half of the year from an inventory perspective a little bit different than what we've done in the past. What we've done in the past is we always wanted to make sure that we were in stock for our retail partners. And this time around, we're willing to let a little bit of sales leave on the table if things really rebound so that we don't end up in another inventory position like we were at the end of last year. So we've actually adjusted our buys accordingly based on what our new projections are for the back half of the year. So it's a little bit, I mean, we will always have the ability to chase some inventory, but for us, it's a little bit set, and I don't want to say set in stone, but we've deliberately managed our new buys for the back half of the year down, which means at some point, conceivably, we might not have enough inventory to meet demand if it really does rebound, but again, it's early in that process. But it is what we are seeing just over the last probably 30 days has been pretty encouraging on the POS side. So we're continuing to see POS data. And just a reminder to everybody, Linda, I know you know this, but a reminder for everybody, we don't have POS data for everybody, but we do for the big retail partners. We don't have them for specialty partners, which are a good chunk of our business, but on the bigger retail partner side, our sell-through is better than our sell-in, just like it's been pretty much all year. But we're also seeing sell-through start to go up a little bit more. The difference between what's going on with our wholesale retail partners versus our own retail stores is literally that these guys are just managing their inventories down. We do think we saw some releases for some other toy-related companies recently. All seemed very encouraging about what they're seeing. It's just trying to be conservative and practical. It's just too early for us to kind of make that bet.

Okay, thank you. That's very helpful. Can I also ask about your SKU reductions and the plans there? I'm trying to understand, are you going to utilize fewer licenses each period? So instead of having, like, 900 active licenses in a period, maybe it's going to be 600 or something. Is it that or is it more that you're going to just reduce the number of different items under each property that you're marketing?

It's much more the latter, not the former. I'll give you an example. We have Marvel licenses that do really well for us, but we've expanded those products under that license to include key-chains and lanyards and things like that. And so I'm not officially saying that we're getting out of those specific SKUs, but those are the kinds of things we're looking at to cut back on. So it's not a licensing cutback, it's more a product cutback.

Got you. That makes sense. And you made it sound like these things that are being cut are not too significant to the top line. But nevertheless, I would think there'd be some sales lessening shrinkage of sales because of the reduction in SKUs. Do you have any estimate what that could be?

I think that would be very small. It's certainly included in the forecast or the guidance that we've provided here. But the large majority of our revenue comes from a very small number of product lines and SKUs and those aren't being impacted. And the shelf space that gets freed up by eliminating some of these more tertiary product lines will actually, I think, drive volume in these more core products.

Okay. And can I ask about your cash flow? It actually was really good in the quarter. I mean, you had positive operating cash flow from what I can tell. And so that is really good. You mentioned there will be $2 million of several expense coming, but is there anything unusual in the cash flows in the quarter that would not be repeatable? Anything that was unusually positive that won't repeat itself?

I don't know. There are no real one-time benefits to cash flow in the quarter. I think what you're seeing is the result of better inventory management. That's a big part of it. And we've started to get better at collections. So I think part of that is managing our accounts receivable aging better and making sure that we get all the payments in on time, just following up with customers and things like that in a little bit of a different way than we used to. So I think it's a little bit of that which all tells me it's sustainable. It's not one-time and we're going to continue to be better at working capital management.

And can you just clarify on the SG&A guidance for the third quarter? Do you mean it will be improved sequentially as a ratio or in dollar amounts? Will it be lower, which is it?

Yeah, good question. So what we guided was a percent of sales. The reality is there's a big chunk of the payroll that is variable labor and as the volume increases so even though we brought our guidance down, we will see sequential improvement in the top line in the third and fourth quarter. And so the variable labor specifically in our distribution centers starts to go up to handle that volume. Essentially, it wouldn't be unreasonable to assume that our SG&A dollars is going to go up in the third quarter versus the second. But I can also tell you the big driver of that, like I mentioned, is the variable labor in the warehouses and cost per unit is going down. So, it's, you know, the fact that it's going to go up in dollars is not alarming to us at all because we're managing it as a percent of sales and a fulfillment cost per unit, both of which are improving.

And my final question is, originally you were really kind of bullish about getting EBITDA margin back to a double-digit level in the fourth quarter. And with the lower guidance, I'm just wondering at the pace of recovery or normalization of margins. So do you see that normalization going to be more fully achieved in 2024, like getting to a double-digit EBITDA margin? Is that something you can comment on?

I don't really want to get into specifics about next year just because we haven't done the work yet to really put a fine point on it. But the theme that you just spoke of is going to absolutely be true. You're going to see the margin rate continue to improve third quarter, fourth quarter into next year. So, yeah, we'll continue to see sequential improvement there. But also keep in mind there are components of our margin. And I know it's probably the most frustrating topic, which is the amortization of our capitalized inbound freight that's going to take some time to fully bleed through to get all of those products that came in at those much higher inbound freight costs to get those bled through the system so that then we're only amortizing like the new normalized rates that we started to see earlier in the year.

Thank you, Linda. Now with our next question comes from Antares Tobelem from Goldman Sachs. Antares Tobelem, your line is now open.

Operator, let's move on to the next one in case he's got a mute problem or whatever, and we'll go back to him.

Antares Tobelem, your line is now open.

Hey, sorry, this is actually Steven. I think our lines got switched up. Maybe just one on the long-term guidance. I think you previously gave guidance that you were working towards $2 billion of revenue in 2026. I'm curious if this is still the North Star for you as a company, or if there are parts of the reorganization or maybe parts of the new strategy that might either delay that time frame or change that priority altogether. Any thoughts around that would be helpful?

Sure. I think that's a great question. I'd say it's too early in the process to really respond to that. I think your intuition is right. While that may end up being we may actually be in that sort of range, I don't think that's the North Star right now. I think the North Star is profitable growth. Let's find the things that really drive the bottom line and focus on those. And that may result in having a lower top-line number in 2026 than we had originally sort of pointed to, but too early to say that. But certainly what we're targeting in terms of the focus of the company is a little different than it was back then.

Got it. That makes sense. And then maybe just on the CEO search, I'm curious what qualities the Board is looking for in a replacement for the CEO. On one hand, I can understand how creativity has been a big reason for Funko's success. But on the other hand, I think execution and maybe operational know-how is probably of importance at the time. So just curious how would you think to do that?

Sure. Good. Another good question. Listen, I think, again, not to answer the same way, but it's still sort of early days there. I think one thing that should give you and everyone else on the call some comfort is that Steve and I are very operationally focused. And right now that is the main thing to focus on. In some ways with the falling revenue, I would say this is almost a bit of a turnaround. We want to get through a certain piece of that before we start thinking about the key characteristics of the person we would bring in. That person will probably be more revenue-oriented, more creative than I am, can name a number of other things. But the point being we have some near-term things to deal with first and we wouldn't want to pick someone today to deal with those near-term things. We want to pick the person that's right in the long run, go after the best athlete. Go after somebody that fits with this company, someone that understands pop culture. Could be we have some great internal candidates here, some sitting at the table with me now. And I think there will be plenty of people outside interested in this as well. So we'll get there. Give us a little time on that part, though.

That's good to hear. And then maybe one more, if I could, just as it relates to the workforce reduction, could you maybe talk a little bit about what parts of the business those reductions are being made in? And one of the questions we've gotten from clients over the last couple of days as it relates to this is how investors can be confident that the reduction of force and running a leaner organization won't amplify some of the operational issues that have come about over the last couple of quarters. Any color there would be helpful. Thank you.

Sure. So let me start there, and then I'm sure Steve will have something to add. The reductions are really in many different groups, many different areas. They're driven by this SKU and product line reduction. So first we went through the process of thinking about what we can take out and what work goes with that. So that starts all the way back in our product development areas and creative and ripples all the way through to your question about the operation side, which Steve can get into more detail on. This actually will lessen the load for them at some point. We still have a ton of stuff to work through, obviously, but as we get more focused on a fewer number of products and all of the things that go with that, the back end should benefit even more than the front end.

I don't have much to add to that. That was perfect.

That's the first time he's ever said that to me. Everyone on the call should know that.

Thanks for the color there.

And I want to go back to the previous question. One thing I probably should have mentioned. You touched on creativity there. Look, Brian is a creative genius, and whoever we get in here, we hope that they have that same level of creativity. But I'm not as concerned about that, I think, as maybe some groups outside of the Company are. We have a very deep team here and credit to Brian for bringing them in. But we have a lot of creative talent here. Mike Becker, the original founder, is still here, and he comes up with more ideas than we can possibly put on the show. I don't think creativity is the issue that we have to deal with today or even in the future. It's how to channel that creativity into profitable products.

Thank you. Ladies and gentlemen, this concludes today's call. Thank you for joining. You may now disconnect your lines.