fnko-20201105
0001704711FALSE00017047112020-11-052020-11-05


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
November 5, 2020
Date of Report (Date of earliest event reported) 


 FUNKO, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 001-38274 
35-2593276
(State or Other Jurisdiction
of Incorporation)
 (Commission File Number) (IRS Employer
Identification No.)
 
2802 Wetmore Avenue
Everett, Washington 98201
(Address of Principal Executive Offices) (Zip Code)
 
(425) 783-3616
(Registrant’s telephone number, including area code)
  
(Former Name or Former Address, if Changed Since Last Report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock,
$0.0001 par value per share
FNKOThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
 




Item 2.02. Results of Operations and Financial Condition.
On November 5, 2020, Funko, Inc. (the “Company”) announced its financial results for the three and nine months ended September 30, 2020. The full text of the press release (the “Press Release”) issued in connection with the announcement is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information contained in the website cited in the Press Release is not incorporated herein.
Item 7.01. Regulation FD Disclosure.
The slides for the Company’s earnings presentation on November 5, 2020 for the three and nine months ended September 30, 2020 are furnished as Exhibit 99.2 to this report.
The information in this report (including Exhibit 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits:







Exhibit No.

Description
99.1 
99.2
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 5, 2020
FUNKO, INC.

By:/s/ Jennifer Fall Jung

Jennifer Fall Jung

Chief Financial Officer (Principal Financial Officer)


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Funko Reports Third Quarter 2020 Financial Results

Strong Gross Margin and Cost Controls Drive Increased Profitability
                                    
                                        
EVERETT, Wash. November 5, 2020-- 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, 2020.
Third Quarter 2020 Financial Summary
Net sales of $191.2 million
Gross margin1 increased 30bps to 38.6%
SG&A expenses decreased 21% to $41.2 million
Net income of $15.6 million
Net income margin increased 120bps to 8.2%
Adjusted EBITDA2 of $36.2 million
Adjusted EBITDA margin2 increased 70bps to 18.9%
Total liquidity3 of $106.9 million as of September 30, 2020
Cash flow from operations increased 87% to $28.1 million

Third Quarter 2020 Operating Highlights
Strong consumer demand within the domestic mass-market and third party e-commerce channels
Funko’s direct-to-consumer e-commerce sales increased more than 150% compared to prior year
Loungefly branded products grew 25% compared to prior year, driven by strong momentum on Loungefly.com and within wholesale channels
70% of sales were attributable to evergreen content
Expansion of Adjusted EBITDA margin2 to 18.9% driven by strong gross margin1 and cost controls
Increased profitability, combined with close management of working capital, drove a 53% increase in total liquidity3 compared to prior year
"Our teams have executed well in 2020 despite the challenges presented by the pandemic," said Brian Mariotti, Chief Executive Officer. “In the third quarter, we outperformed revenue expectations, reflecting strength within our domestic mass market and digital channels. We also maintained strong gross margins and cost controls, which allowed us to deliver improved profitability. The quarter was highlighted by our successful evergreen programs, expanded product offerings and enhanced e-commerce capabilities, all of which are enabling us to drive increased engagement with our fans around the globe.”
1 Gross margin is calculated as net sales less cost of sales (excluding depreciation and amortization) as a percentage of net sales.
2 Adjusted Net Income, Adjusted Earnings per Diluted Share, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. For a reconciliation of Adjusted Net Income, Adjusted Earnings per Diluted Share and Adjusted EBITDA to the most directly comparable U.S. GAAP financial measures, please refer to the “Non-GAAP Financial Measures” section of this press release.
3 Total liquidity is calculated as cash and cash equivalents plus availability under the Company’s $75 million revolving credit facility.






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"While we expect to face continued headwinds in specific channels and regions in the fourth quarter, we believe we are well positioned for the holiday season with our most diverse product offering yet and an expanded presence within key retail partners. Looking further ahead, we are staying focused on our four key strategies and remaining agile in the face of today's dynamic environment."
Third Quarter 2020 Financial Results
Net sales decreased 14% to $191.2 million in the third quarter of 2020 compared to $223.3 million in the third quarter of 2019. The year-over-year decline was primarily attributable to the slower recovery from COVID-19 impacts within the domestic specialty channel and European region. These impacts were partially offset by growth within the domestic third party e-commerce and mass-market channel as well as the Company's own direct-to-consumer business.
In the third quarter of 2020, the number of active properties was 715, which represents a 14% increase from the third quarter of 2019. On a geographical basis, net sales in the United States decreased 4% to $140.9 million. Net sales internationally decreased 34% to $50.3 million, reflecting more significant impacts from COVID-19 primarily within the European region. On a product category basis, net sales of figures decreased 18% to $145.0 million. Net sales of other products decreased 1% to $46.2 million, reflecting strength in Loungefly branded products which increased 25% compared to the prior year due to strong momentum on Loungefly.com as well as at wholesale retailers.
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
20202019DollarPercentage
Net sales by geography:
United States$140,935 $147,308 $(6,373)(4.3)%
International50,294 75,999 (25,705)(33.8)%
Total net sales$191,229 $223,307 $(32,078)(14.4)%

Three Months Ended September 30,Period Over Period Change
20202019DollarPercentage
Net sales by product:
Figures$145,049 $176,480 $(31,431)(17.8)%
Other46,180 46,827 (647)(1.4)%
Total net sales$191,229 $223,307 $(32,078)(14.4)%

Gross margin1 in the third quarter of 2020 increased 30 basis points to 38.6% compared to 38.3% in the third quarter of 2019. The increase primarily reflects improved product margins due to an increase in direct-to-consumer sales in the quarter, which were partially offset by increased shipping costs, freight costs and duties as a percentage of net sales.








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SG&A expenses decreased 21% to $41.2 million in the third quarter of 2020 compared to $52.4 million in the third quarter of 2019, primarily reflecting cost reduction initiatives put in place in the second quarter of 2020. The year over year decline was primarily due to lower professional fees, marketing, stock based compensation, personnel and fulfillment costs.

Net income in the third quarter of 2020 was $15.6 million compared to net income of $15.5 million in the third quarter of 2019, and Adjusted Net Income2 (non-GAAP) was $16.1 million in the third quarter of 2020 versus Adjusted Net Income2 (non-GAAP) of $19.9 million in the third quarter of 2019. Adjusted EBITDA2 (non-GAAP) in the third quarter of 2020 was $36.2 million, compared to $40.6 million in the third quarter of 2019. A reconciliation of these non-GAAP measures to its most directly related GAAP measure is provided below.

Balance Sheet Highlights
Total liquidity3 at the end of the third quarter totaled $106.9 million, an increase of 53% compared to the third quarter of 2019. Total liquidity was comprised of cash and cash equivalents of $31.9 million and total revolver availability of $75.0 million.

As of September 30, 2020, total debt was $208.1 million, a decrease of 12% compared to a year ago. Total debt includes the amount outstanding under the Company’s term loan facility, net of unamortized discounts. During the third quarter of 2020, the Company repaid all borrowings under its revolving line of credit.
Inventories at the end of the third quarter totaled $72.6 million, a decrease of 23% compared to a year ago.

Outlook
The Company anticipates that effects from the COVID-19 pandemic will continue to impact sales in the fourth quarter of 2020 and currently expects net sales on a percentage basis to be down 10% to 8% compared to prior year, which includes approximately eight percentage points of pressure due to new pandemic-related closures and restrictions in the European region.

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 5, 2020, to further discuss its third quarter results. A live webcast and replay of the event will be available on 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).






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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, the anticipated impact of COVID-19 on our business, our potential for growth, our strategic growth priorities, our expected liquidity and our strategy. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: our ability to execute our business strategy; risks related to the impact of COVID-19 on our business, financial results and financial condition; 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 manage our inventories; our ability to develop and introduce products in a timely and cost-effective manner; our ability to obtain, maintain and protect our intellectual property rights or those of our licensors; potential violations of the intellectual property rights of others; risks associated with counterfeit versions of our products; our ability to attract and retain qualified employees and maintain our corporate culture; our use of third-party manufacturing; risks associated with our international operations; changes in effective tax rates or 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 or the electronic data of our customers 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 risks associated with our internal control over financial reporting. These and other important factors discussed under the caption “Risk Factors” in our quarterly report on Form 10-Q for the quarter ended September 30, 2020 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 Contact:
[email protected]

Media Contact:
[email protected]






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Funko, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(In thousands, except per share data)
Net sales$191,229 $223,307 $426,028 $581,571 
Cost of sales (exclusive of depreciation and amortization shown separately below)117,504 137,801 261,103 361,455 
Selling, general, and administrative expenses41,167 52,424 127,590 136,539 
Depreciation and amortization11,887 10,472 33,947 31,127 
Total operating expenses170,558 200,697 422,640 529,121 
Income from operations20,671 22,610 3,388 52,450 
Interest expense, net2,875 3,620 8,221 11,455 
Other expense, net779 577 1,450 423 
Income (loss) before income taxes17,017 18,413 (6,283)40,572 
Income tax expense (benefit)1,420 2,865 (1,139)6,464 
Net income (loss)15,597 15,548 (5,144)34,108 
Less: net income (loss) attributable to non-controlling interests5,801 6,909 (229)18,142 
Net income (loss) attributable to Funko, Inc.$9,796 $8,639 $(4,915)$15,966 
Earnings (loss) per share of Class A common stock:
Basic$0.28 $0.27 $(0.14)$0.54 
Diluted$0.27 $0.25 $(0.14)$0.50 
Weighted average shares of Class A common stock outstanding:
Basic35,483 32,055 35,155 29,555 
Diluted35,904 34,503 35,155 31,712 
























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Funko, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
September 30,
2020
December 31,
2019
(In thousands, except per share amounts)
Assets
Current assets:
Cash and cash equivalents$31,895 $25,229 
Accounts receivable, net136,300 151,564 
Inventory72,603 62,124 
Prepaid expenses and other current assets11,944 20,280 
Total current assets252,742 259,197 
Property and equipment, net58,771 65,712 
Operating lease right-of-use assets55,679 62,901 
Goodwill124,634 124,835 
Intangible assets, net209,335 221,492 
Deferred tax asset56,884 57,547 
Other assets4,738 4,783 
Total assets$762,783 $796,467 
Liabilities and Stockholders’ Equity
Current liabilities:
Line of credit$— $25,822 
Current portion of long-term debt, net of unamortized discount22,462 13,685 
Current portion of operating lease liabilities12,612 11,314 
Accounts payable40,843 42,531 
Income taxes payable155 637 
Accrued royalties31,574 34,625 
Accrued expenses and other current liabilities44,918 28,955 
Total current liabilities152,564 157,569 
Long-term debt, net of unamortized discount185,659 202,816 
Operating lease liabilities, net of current portion55,594 61,622 
Deferred tax liability303 341 
Liabilities under tax receivable agreement, net of current portion62,369 61,554 
Other long-term liabilities3,609 7,421 
Commitments and Contingencies (Note 6)
Stockholders’ equity:
Class A common stock, par value $0.0001 per share, 200,000 shares authorized; 35,486 and 34,918 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively
Class B common stock, par value $0.0001 per share, 50,000 shares authorized; 14,040 and 14,515 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively
Additional paid-in-capital213,365 204,174 
Accumulated other comprehensive income244 791 
Retained earnings15,527 20,442 
Total stockholders’ equity attributable to Funko, Inc.229,141 225,411 
Non-controlling interests73,544 79,733 
Total stockholders’ equity302,685 305,144 
Total liabilities and stockholders’ equity$762,783 $796,467 






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Funko, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30,
20202019
(In thousands)
Operating Activities
Net income (loss)$(5,144)$34,108 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, amortization and other35,929 32,254 
Equity-based compensation7,494 9,830 
Amortization of debt issuance costs and debt discounts1,006 893 
Deferred tax expense (benefit)1,237 (172)
Other1,715 (84)
Changes in operating assets and liabilities:
Accounts receivable, net13,507 (19,643)
Inventory(11,115)(8,759)
Prepaid expenses and other assets15,163 1,527 
Accounts payable(1,595)24,310 
Income taxes payable(465)(3,522)
Accrued royalties(3,045)(1,240)
Accrued expenses and other liabilities5,658 (6,516)
Net cash provided by operating activities60,345 62,986 
Investing Activities
Purchases of property and equipment(14,704)(27,155)
Acquisitions of businesses and related intangible assets, net of cash— (6,369)
Net cash used in investing activities(14,704)(33,524)
Financing Activities
Borrowings on line of credit28,267 22,543 
Payments on line of credit(55,103)(23,383)
Debt issuance costs(569)(411)
Payments of long-term debt(8,814)(8,813)
Contributions from continuing equity owners177 — 
Distributions to continuing equity owners(3,496)(22,905)
Payments under tax receivable agreement(165)— 
Proceeds from exercise of equity-based options41 2,210 
Net cash used in financing activities(39,662)(30,759)
Effect of exchange rates on cash and cash equivalents687 1,303 
Net increase in cash and cash equivalents6,666 
Cash and cash equivalents at beginning of period25,229 13,486 
Cash and cash equivalents at end of period$31,895 $13,492 







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Funko, Inc. and Subsidiaries
Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Earnings per Diluted Share (collectively the “Non-GAAP Financial Measures”) are supplemental measures of our performance that are not required by, or presented in accordance with, U.S. GAAP. The Non-GAAP Financial Measures are not measurements of our financial performance under U.S. GAAP and should not be considered as an alternative to net income (loss), earnings (loss) per share or any other performance measure derived in accordance with U.S. GAAP. 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 non-cash charges related to equity-based compensation programs, acquisition transaction costs and other expenses, customs investigation and related costs, certain severance, relocation and related costs, foreign currency transaction gains and losses and other unusual or one-time items. Adjusted EBITDA Margin is calculated as Adjusted EBITDA as a percentage of net sales. We define Adjusted Net Income as net income (loss) attributable to Funko, Inc. adjusted for the reallocation of income (loss) attributable to non-controlling interests from the assumed exchange of all outstanding common units and options in FAH, LLC 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, non-cash charges related to equity-based compensation programs, acquisition transaction costs and other expenses, customs investigation and related costs, certain severance, relocation and related costs, foreign currency transaction gains and losses and other unusual or one-time items, and the income tax expense effect of these adjustments. Adjusted Net Income Margin is calculated as Adjusted Net Income as a percentage of net sales. We define Adjusted Earnings per Diluted Share as Adjusted 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 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 caution investors that amounts presented in accordance with our definitions of the Non-GAAP Financial Measures may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate the Non-GAAP Financial Measures in the same manner. We present the Non-GAAP Financial Measures 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 the Non-GAAP Financial Measures:
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. The Non-GAAP Financial Measures have






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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. 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, Non-GAAP Financial Measures 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 U.S. GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, the Non-GAAP Financial Measures include adjustments for non-cash charges related to equity-based compensation programs, acquisition transaction costs and other expenses, customs investigation and related costs, certain severance, relocation and related 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. 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.


























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The following tables reconcile the Non-GAAP Financial Measures to the most directly comparable U.S. GAAP financial performance measure, which is net income (loss), for the periods presented:

Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(In thousands, except per share data)
Net income (loss) attributable to Funko, Inc.$9,796 $8,639 $(4,915)$15,966 
Reallocation of net income (loss) attributable to non-controlling interests from the assumed exchange of common units of FAH, LLC for Class A common stock (1)
5,801 6,909 (229)18,142 
Equity-based compensation (2)
2,456 3,715 7,494 9,830 
Acquisition transaction costs and other expenses (3)
— 733 — 383 
Customs investigation and related costs (4)
— 2,907 — 3,357 
Certain severance, relocation and related costs (5)
1,178 180 2,184 180 
Foreign currency transaction loss (6)
778 577 1,449 423 
Income tax expense (7)
(3,937)(3,766)(2,350)(7,222)
Adjusted net income$16,072 $19,894 $3,633 $41,059 
Adjusted net income margin (8)
8.4 %8.9 %0.9 %7.1 %
Weighted-average shares of Class A common stock outstanding-basic35,483 32,055 35,155 29,555 
Equity-based compensation awards and common units of FAH, LLC that are convertible into Class A common stock16,047 20,510 15,770 22,556 
Adjusted weighted-average shares of Class A stock outstanding - diluted51,530 52,565 50,925 52,111 
Adjusted earnings per diluted share$0.31 $0.38 $0.07 $0.79 


























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Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(amounts in thousands)
Net income (loss)$15,597 $15,548 $(5,144)$34,108 
Interest expense, net2,875 3,620 8,221 11,455 
Income tax expense (benefit)1,420 2,865 (1,139)6,464 
Depreciation and amortization11,887 10,472 33,947 31,127 
EBITDA
$31,779 $32,505 $35,885 $83,154 
Adjustments:
Equity-based compensation (2)
2,456 3,715 7,494 9,830 
Acquisition transaction costs and other expenses (3)
— 733 — 383 
Customs investigation and related costs (4)
— 2,907 — 3,357 
Certain severance, relocation and related costs (5)
1,178 180 2,184 180 
Foreign currency transaction loss (6)
778 577 1,449 423 
Adjusted EBITDA
$36,191 $40,617 $47,012 $97,327 
Adjusted EBITDA margin (9)
18.9 %18.2 %11.0 %16.7 %


(1)Represents the reallocation of net income (loss) 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 (loss) was attributable to non-controlling interests.
(2)Represents non-cash charges related to equity-based compensation programs, which vary from period to period depending on the timing of awards.
(3)

Represents legal, accounting, and other related costs incurred in connection with acquisitions and other potential transactions.
(4)Represents legal, accounting and other related costs incurred in connection with the Company's investigation of the underpayment of customs duties at Loungefly. For the nine months ended September 30, 2019, includes the accrual of a contingent liability of $0.5 million related to potential penalties that may be assessed by U.S. Customs in connection with the underpayment of customs duties at Loungefly.
(5)For the three and nine months ended September 30, 2020, represents severance, relocation and related costs associated with the consolidation of our warehouse facilities in the United Kingdom. The Company also incurred charges to impaired right-of-use leased and fixed assets related to Funko Animation Studios and charges related to the global workforce reduction implemented in response to the COVID-19 pandemic. For the three and nine months ended September 30, 2019, represents severance, relocation and related costs associated with the consolidation of our warehouse facilities in the United Kingdom.
(6)Represents both unrealized and realized foreign currency losses on transactions denominated other than in U.S. dollars, including derivative gains and losses on foreign currency forward exchange contracts.
(7)Represents the income tax expense effect of the above adjustments. This adjustment uses an effective tax rate of 25% for all periods presented.
(8)Adjusted net income margin is calculated as Adjusted net income as a percentage of net sales.
(9)Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of net sales.






November 5, 2020 Third Quarter 2020 Earnings


 
2 CautionaryHOLLYWOOD Notes UPDATE This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this presentation, including statements regarding our future results of operations and financial position, industry dynamics, our mission, growth opportunities, business strategy and plans and our objectives for future operations, including expanding into new product categories, our e-commerce business, the underlying trends in our business, the anticipated impact of COVID-19 on our business, and our expected liquidity are forward-looking statements. The words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this presentation are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements 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 without limitation our ability to execute our business strategy; risks related to the impact of COVID-19 on our business, financial results and financial condition; 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 manage our inventories; our ability to develop and introduce products in a timely and cost-effective manner; increases in tariffs, trade restrictions or taxes; risks related to Brexit; counterfeit product risks; risks relating to intellectual property; our ability to attract and retain qualified employees and maintain our corporate culture; our use of third-party manufacturing; risks associated with our international operations; risks related to the recent coronavirus outbreak; changes in effective tax rates; foreign currency exchange rate exposure; economic downturns; our dependence on vendors and outsourcers; risks relating to government regulation; risks relating to 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 or the electronic data of our customers to be compromised, risks relating to our organizational structure; risks associated with our internal control over financial reporting; and the important factors discussed under the caption “Risk Factors” in our Form 10-Q for the quarter ended September 30, 2020 and our other filings with the Securities and Exchange Commission. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date hereof, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. You should read this presentation with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward- looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this presentation, and except as otherwise required by law, we do not plan to publicly update or revise any forward-looking statements contained in this presentation, whether as a result of any new information, future events or otherwise. Unless otherwise indicated, information contained in this presentation concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by us.


 
3 IS BUILT ON THE PRINCIPLE THAT EVERYONE IS A FAN OF SOMETHING… FUNKO 2020


 
4 … and Funko Has Something for Every Fan Movies TV Music Sports Anime Games Note: Represents a sampling of our current portfolio offerings as of September 2020. FUNKO 2020


 
5 Q3HOLLYWOOD Summary and UPDATE Operational Highlights Q3 2020 Financial Summary Q3 2020 Operational Highlights Strong consumer demand within the domestic mass-market Net sales of $191.2 million and third party e-commerce channels Gross margin(1) increased 30bps to 38.6% Funko’s direct-to-consumer e-commerce sales increased more than 150% compared to prior year SG&A expenses decreased 21.5% to $41.2 million Loungefly branded products grew 25% compared to prior year, Net income of $15.6 million driven by strong momentum on Loungefly.com and within wholesale channels Net income margin increased 120 bps to 8.2% 70% of sales were attributable to evergreen content Adjusted EBITDA(2) of $36.2 million Expansion of Adjusted EBITDA margin(2) to 18.9% driven by strong gross margin(1) and cost controls Adjusted EBITDA margin(2) increased 70bps to 18.9% Increased profitability, combined with close management of Total liquidity(3) of $106.9 million as of September 30, 2020 working capital, drove a 53% increase in total liquidity(3) compared to prior year Cash flow from operations increased 87% to $28.1 million (1) Gross margin is calculated as net sales less cost of sales (exclusive of depreciation and amortization) as a percentage of net sales. (2) Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. Please see the Supplemental Financial Information section for a reconciliation to the most directly comparable GAAP measures for Adjusted EBITDA. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net sales. (3) Total liquidity is calculated as cash and cash equivalents plus availability under the Company’s $75.0 million revolving credit facility.


 
6 Q3HOLLYWOOD & YTD Earnings UPDATE Summary 3Q’20 3Q’19 % Change YTD’20 YTD’19 % Change $ in millions, except per share amounts, unaudited Net Sales $191.2 $223.3 (14.4%) $426.0 $581.6 (26.7%) Gross Profit(1) $73.7 $85.5 (13.8%) $164.9 $220.1 (25.1%) Gross Margin %(1) 38.6% 38.3% 38.7% 37.8% SG&A 41.2 52.4 (21.5%) 127.6 136.5 (6.6%) D&A 11.9 10.5 13.5% 33.9 31.1 9.1% Income From Operations $20.7 $22.6 (8.6%) $3.4 $52.5 (93.5%) Operating Margin % 10.8% 10.1% 0.8% 9.0% Net Income (Loss) $15.6 $15.5 0.3% ($5.1) $34.1 (115.1%) Adjusted Net Income(2) $16.1 $19.9 (19.2%) $3.6 $41.1 (91.2%) Adjusted Net Income Margin(2) 8.4% 8.9% 0.9% 7.1% Adjusted Earnings per Share(2) $0.31 $0.38 (18.4%) $0.07 $0.79 (91.1%) Adjusted EBITDA(2) $36.2 $40.6 (10.9%) $47.0 $97.3 (51.7%) Adjusted EBITDA Margin %(2) 18.9% 18.2% 11.0% 16.7% (1) Gross Profit and Gross Margin are calculated exclusive of depreciation and amortization. (2) Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Earnings per Share are non-GAAP measures. Please see the Supplemental Financial Information section for a reconciliation to the most directly comparable GAAP measures for Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per Share. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by Net Sales. Adjusted Net Income Margin is defined as Adjusted Net Income divided by Net Sales.


 
7 HOLLYWOODQ3 & YTD Active UPDATE Properties & Net Sales per Active Property Active Properties & Net Sales per Active Property Third Quarter Year to Date Active Properties Net Sales per Active Property 850 805 $1,200 800 715 737 750 $500 $1,000 700 627 600 650 $400 $800 500 550 $300 $789 $600 400 $356 300 450 $267 $200 $529 $400 200 $100 350 $200 100 $- 0 $- 250 Q3'19 Q3'20 YTD'19 YTD'20 Active Properties up 14% Active Properties up 9% Net Sales per Active Property Down 25% Net Sales per Active Property Down 33% Funko is built on having a large and diverse set of licenses with the ability to leverage evergreen content Net sales per active property fell in the quarter reflecting continued impacts from COVID-19 on specific channels and regions


 
8 TopHOLLYWOOD Properties UPDATE Breakout Q3’19 Q4’19 Q1’20 Q2’20 Q3’20 Q3’20 Commentary 1 9%* 6%* 4%* 9%* 7%* The top property in 2 Q3’20 represented 7% of sales 3 Evergreen properties accounted for 70% of 4 sales in Q3’20 5 6 7 8 9 10 Top 10 *% of net sales Properties 38% 38% 31% 40% 40% % of Net Sales


 
9 Q3HOLLYWOOD & YTD Product UPDATE Category Performance Figures Other Third Quarter Year to Date Third Quarter Year to Date 18% 29% 1% 16% Decrease Decrease Decrease Decrease $176.5 $472.3 $46.8 $46.2 $109.2 $145.0 $92.3 $333.7 Q3'19 Q3'20 YTD'19 YTD'20 Q3'19 Q3'20 YTD'19 YTD'20 The figures category decline was primarily due to the continued impact in specific channels and regions from COVID-19 in the quarter; the other category benefited from Loungefly branded products which increased 25% in the quarter


 
10 SomethingHOLLYWOOD for UPDATE Everyone Fans can find their something as the world of Funko continues to expand with new product categories FIGURES OTHER 76% of 24% of Sales* Sales* *% of net sales for Q3’ 20


 
11 Q3HOLLYWOOD & YTD Geographic UPDATE Performance United States International Third Quarter Year to Date Third Quarter Year to Date 4% 16% 34% 46% Decrease Decrease Decrease Decrease $147.3 $378.9 $140.9 $76.0 $202.7 $317.3 $50.3 $108.7 Q3'19 Q3'20 YTD'19 YTD'20 Q3'19 Q3'20 YTD'19 YTD'20 In the United States, there continued to be strong consumer demand within the mass-market, 3rd party e-commerce and Funko’s direct-to-consumer channels; As expected, the International business was more impacted from COVID-19, especially within the Europe as their customer base is more specialty in nature


 
12 Q3HOLLYWOOD & YTD Adjusted UPDATE EBITDA(1) Adjusted EBITDA(1) Third Quarter Year to Date 11% 52% Decrease Decrease $40.6 $97.3 $36.2 $47.0 Q3'19 Q3'20 YTD'19 YTD'20 Adjusted EBITDA 18.2% 18.9% 16.7% 11.0%6.6% Margin(1) Strong gross margin and cost controls drove an increase in Adjusted EBITDA margin(1) of 70bps to 18.9% in Q3 (1) See Supplemental Financial Information section for a reconciliation of Adjusted EBITDA, a non-GAAP measure, to the most directly comparable GAAP measure. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by net sales.


 
13 Q3HOLLYWOOD & YTD Adjusted UPDATE Net Income(1) Adjusted Net Income(1) Third Quarter Year to Date 19% 91% Decrease Decrease $19.9 $41.1 $16.1 $3.6 Q3'19 Q3'20 YTD'19 YTD'20 Adjusted Net Income 8.9% 8.4% 7.1% 0.9%6.6% Margin(1) Adjusted Net Income margin(1) declined by 50bps primarily due to higher depreciation and amortization as a percentage of net sales, which was partially offset by improved gross margin and SG&A as a percent of net sales in the quarter (1) See Supplemental Financial Information section for a reconciliation of Adjusted Net Income, a non-GAAP measure, to the most directly comparable GAAP measure. Adjusted Net Income Margin is defined as Adjusted Net Income divided by net sales.


 
14 KeyHOLLYWOOD Balance Sheet UPDATE Highlights YoY % Change $ in millions, unaudited 9/30/2020 9/30/2019 Cash & Cash Equivalents $31.9 $13.5 136.4% Accounts Receivable, net $136.3 $163.1 (16.4%) Inventory $72.6 $94.3 (23.0%) Total Debt(1) $208.1 $237.7 (12.5%) Total Liquidity(2) $106.9 $70.0 52.8% (1) Total Debt is defined as the amount outstanding under the Company’s Line of Credit plus Current Portion of Long-Term Debt, Net of Unamortized Discount plus Long-Term Debt, Net of Unamortized Discount (2) Total liquidity is calculated as cash and cash equivalents plus availability under the Company’s $75.0 million revolving credit facility.


 
15 LiquidityHOLLYWOOD Overview UPDATE Total Liquidity(1) $106.9 $101.7 $87.0 $75.1 $75.2 $74.4 $70.0 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Funko’s liquidity position remains strong and increased 52.8% from Q3’19 levels (1) Total liquidity is calculated as cash and cash equivalents plus availability under the Company’s $75.0 million revolving credit facility.


 
Supplemental Financial Information


 
17 CondensedHOLLYWOOD Consolidated UPDATE Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (In thousands, except per share data) Net sales $ 191,229 $ 223,307 $ 426,028 $ 581,571 Cost of sales (exclusive of depreciation and amortization shown separately below) 117,504 137,801 261,103 361,455 Selling, general, and administrative expenses 41,167 52,424 127,590 136,539 Depreciation and amortization 11,887 10,472 33,947 31,127 Total operating expenses 170,558 200,697 422,640 529,121 Income from operations 20,671 22,610 3,388 52,450 Interest expense, net 2,875 3,620 8,221 11,455 Other expense, net 779 577 1,450 423 Income (loss) before income taxes 17,017 18,413 (6,283) 40,572 Income tax expense (benefit) 1,420 2,865 (1,139) 6,464 Net income (loss) 15,597 15,548 (5,144) 34,108 Less: net income (loss) attributable to non- controlling interests 5,801 6,909 (229) 18,142 Net income (loss) attributable to Funko, Inc. $ 9,796 $ 8,639 $ (4,915) $ 15,966 Earnings (loss) per share of Class A common stock: Basic $ 0.28 $ 0.27 $ (0.14) $ 0.54 Diluted $ 0.27 $ 0.25 $ (0.14) $ 0.50 Weighted average shares of Class A common stock outstanding: Basic 35,483 32,055 35,155 29,555 Diluted 35,904 34,503 35,155 31,712


 
18 CondensedHOLLYWOOD Consolidated UPDATE Balance Sheets September 30, December 31, 2020 2019 (In thousands, except per share amounts) Assets Current assets: Cash and cash equivalents $ 31,895 $ 25,229 Accounts receivable, net 136,300 151,564 Inventory 72,603 62,124 Prepaid expenses and other current assets 11,944 20,280 Total current assets 252,742 259,197 Property and equipment, net 58,771 65,712 Operating lease right-of-use assets 55,679 62,901 Goodwill 124,634 124,835 Intangible assets, net 209,335 221,492 Deferred tax asset 56,884 57,547 Other assets 4,738 4,783 Total assets $ 762,783 $ 796,467 Liabilities and Stockholders’ Equity Current liabilities: Line of credit $ - $ 25,822 Current portion of long-term debt, net of unamortized discount 22,462 13,685 Current portion of operating lease liabilities 12,612 11,314 Accounts payable 40,843 42,531 Income taxes payable 155 637 Accrued royalties 31,574 34,625 Accrued expenses and other current liabilities 44,918 28,955 Total current liabilities 152,564 157,569 Long-term debt, net of unamortized discount 185,659 202,816 Operating lease liabilities, net of current portion 55,594 61,622 Deferred tax liability 303 341 Liabilities under tax receivable agreement, net of current portion 62,369 61,554 Other long-term liabilities 3,609 7,421 Commitments and Contingencies (Note 6) Stockholders’ equity: Class A common stock, par value $0.0001 per share, 200,000 shares authorized; 35,486 and 34,918 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively 4 3 Class B common stock, par value $0.0001 per share, 50,000 shares authorized; 14,040 and 14,515 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively 1 1 Additional paid-in-capital 213,365 204,174 Accumulated other comprehensive income 244 791 Retained earnings 15,527 20,442 Total stockholders’ equity attributable to Funko, Inc. 229,141 225,411 Non-controlling interests 73,544 79,733 Total stockholders’ equity 302,685 305,144 Total liabilities and stockholders’ equity $ 762,783 $ 796,467


 
19 CondensedHOLLYWOOD Consolidated UPDATE Statements of Cash Flows Nine Months Ended September 30, 2020 2019 (In thousands) Operating Activities Net income (loss) $ (5,144) $ 34,108 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation, amortization and other 35,929 32,254 Equity-based compensation 7,494 9,830 Amortization of debt issuance costs and debt discounts 1,006 893 Deferred tax expense (benefit) 1,237 (172) Other 1,715 (84) Changes in operating assets and liabilities: Accounts receivable, net 13,507 (19,643) Inventory (11,115) (8,759) Prepaid expenses and other assets 15,163 1,527 Accounts payable (1,595) 24,310 Income taxes payable (465) (3,522) Accrued royalties (3,045) (1,240) Accrued expenses and other liabilities 5,658 (6,516) Net cash provided by operating activities 60,345 62,986 Investing Activities Purchases of property and equipment (14,704) (27,155) Acquisitions of businesses and related intangible assets, net of cash - (6,369) Net cash used in investing activities (14,704) (33,524) Financing Activities Borrowings on line of credit 28,267 22,543 Payments on line of credit (55,103) (23,383) Debt issuance costs (569) (411) Payments of long-term debt (8,814) (8,813) Contributions from continuing equity owners 177 - Distributions to continuing equity owners (3,496) (22,905) Payments under tax receivable agreement (165) - Proceeds from exercise of equity-based options 41 2,210 Net cash used in financing activities (39,662) (30,759) Effect of exchange rates on cash and cash equivalents 687 1,303 Net increase in cash and cash equivalents 6,666 6 Cash and cash equivalents at beginning of period 25,229 13,486 Cash and cash equivalents at end of period $ 31,895 $ 13,492


 
20 ReconciliationHOLLYWOOD UPDATE of Non-GAAP Financial Metrics Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (1) Represents the reallocation of net income (loss) attributable to non-controlling interests from the assumed exchange of common units of FAH, LLC for Class A (In thousands, except per share data) common stock in periods in which income (loss) was attributable to non- Net income (loss) attributable to Funko, Inc. $ 9,796 $ 8,639 $ (4,915) $ 15,966 controlling interests. Reallocation of net income (loss) attributable to non-controlling (2) Represents non-cash charges related to equity-based compensation programs, interests from the assumed exchange of common units of FAH, LLC for which vary from period to period depending on the timing of awards. Class A common stock (1) 5,801 6,909 (229) 18,142 (3) Represents legal, accounting, and other related costs incurred in connection with acquisitions and other potential transactions. Equity-based compensation (2) 2,456 3,715 7,494 9,830 (3) (4) Represents legal, accounting and other related costs incurred in connection Acquisition transaction costs and other expenses - 733 - 383 with the Company's investigation of the underpayment of customs duties at Customs investigation and related costs (4) - 2,907 - 3,357 Loungefly. For the nine months ended September 30, 2019, includes the accrual of a contingent liability of $0.5 million related to potential penalties Certain severance, relocation and related costs (5) 1,178 180 2,184 180 that may be assessed by U.S. Customs in connection with the underpayment of (6) customs duties at Loungefly. Foreign currency transaction loss 778 577 1,449 423 (5) For the three and nine months ended September 30, 2020, represents Income tax expense (7) (3,937) (3,766) (2,350) (7,222) severance, relocation and related costs associated with the consolidation of our warehouse facilities in the United Kingdom. The Company also incurred Adjusted net income $ 16,072 $ 19,894 $ 3,633 $ 41,059 charges to impaired right-of-use leased and fixed assets related to Funko Adjusted net income margin (8) 8.4 % 8.9 % 0.9 % 7.1 % Animation Studios and charges related to the global workforce reduction implemented in response to the COVID-19 pandemic. For the three and nine months ended September 30, 2019, represents severance, relocation and Weighted-average shares of Class A common stock outstanding-basic 35,483 32,055 35,155 29,555 related costs associated with the consolidation of our warehouse facilities in the United Kingdom. Equity-based compensation awards and common units of FAH, LLC (6) Represents both unrealized and realized foreign currency losses on that are convertible into Class A common stock 16,047 20,510 15,770 22,556 transactions denominated other than in U.S. dollars, including derivative gains Adjusted weighted-average shares of Class A stock outstanding - and losses on foreign currency forward exchange contracts. diluted 51,530 52,565 50,925 52,111 (7) Represents the income tax expense effect of the above adjustments. This adjustment uses an effective tax rate of 25% for all periods presented. Adjusted earnings per diluted share $ 0.31 $ 0.38 $ 0.07 $ 0.79 (8) Adjusted net income margin is calculated as Adjusted net income as a percentage of net sales.


 
21 ReconciliationHOLLYWOOD UPDATE of Non-GAAP Financial Metrics Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (amounts in thousands) Net income (loss) $ 15,597 $ 15,548 $ (5,144) $ 34,108 Interest expense, net 2,875 3,620 8,221 11,455 Income tax expense (benefit) 1,420 2,865 (1,139) 6,464 Depreciation and amortization 11,887 10,472 33,947 31,127 EBITDA $ 31,779 $ 32,505 $ 35,885 $ 83,154 Adjustments: Equity-based compensation (1) 2,456 3,715 7,494 9,830 Acquisition transaction costs and other expenses (2) - 733 - 383 Customs investigation and related costs (3) - 2,907 - 3,357 Certain severance, relocation and related costs (4) 1,178 180 2,184 180 Foreign currency transaction loss (5) 778 577 1,449 423 Adjusted EBITDA $ 36,191 $ 40,617 $ 47,012 $ 97,327 Adjusted EBITDA margin (6) 18.9 % 18.2 % 11.0 % 16.7 % (1) Represents non-cash charges related to equity-based compensation programs, which vary from period to period depending on the timing of awards. (2) Represents legal, accounting, and other related costs incurred in connection with acquisitions and other potential transactions. (3) Represents legal, accounting and other related costs incurred in connection with the Company's investigation of the underpayment of customs duties at Loungefly. For the nine months ended September 30, 2019, includes the accrual of a contingent liability of $0.5 million related to potential penalties that may be assessed by U.S. Customs in connection with the underpayment of customs duties at Loungefly. (4) For the three and nine months ended September 30, 2020, represents severance, relocation and related costs associated with the consolidation of our warehouse facilities in the United Kingdom. The Company also incurred charges to impaired right-of-use leased and fixed assets related to Funko Animation Studios and charges related to the global workforce reduction implemented in response to the COVID-19 pandemic. For the three and nine months ended September 30, 2019, represents severance, relocation and related costs associated with the consolidation of our warehouse facilities in the United Kingdom. (5) Represents both unrealized and realized foreign currency losses on transactions denominated other than in U.S. dollars, including derivative gains and losses on foreign currency forward exchange contracts. (6) Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of net sales.