Schedule I: Condensed Financial Information of Registrant (Tables)

12 Months Ended

Dec. 31, 2023


	Year Ended December 31,
	2023		2022		2021
	(in thousands)
Intercompany revenue	$	226	$	564	$	82
Selling, general, and administrative expenses	10,812		16,941		13,163
Total operating expenses	10,812		16,941		13,163
Loss from operations	(10,586)		(16,377)		(13,081)
Interest (expense) income, net	(321)		(168)		3
Tax receivable agreement liability adjustment	100,223		(3,987)		(1,590)
Equity in net (loss) income of subsidiaries	(114,697)		(8,040)		72,916
(Loss) income before income taxes	(25,381)		(28,572)		58,248
Income tax expense (benefit)	128,698		(20,537)		14,348
Net (loss) income	$	(154,079)	$	(8,035)	$	43,900


	Year Ended December 31,
	2023		2022		2021
	(in thousands)
Net (loss) income	$	(154,079)	$	(8,035)	$	43,900
Other comprehensive (loss) income:
Foreign currency translation (loss) gain, net of tax effect of $(770), $1,169 and $163 for the years ended December 31, 2023, 2022 and 2021, respectively	2,423		(3,681)		(544)
Reclassification of foreign currency translation gain into net (loss) income	$	—	$	—	$	(96)
Comprehensive (loss) income attributable to Funko, Inc.	$	(151,656)	$	(11,716)	$	43,260


	December 31,
	2023		2022
	(in thousands, except per share data)
Assets
Current assets:
Cash and cash equivalents	$	3,734	$	911
Income tax receivable	311		7,530
Total current assets	4,045		8,441

Intercompany receivable	118,783		119,219
Deferred tax asset, net of valuation allowance	—		123,893
Investment in subsidiaries	118,443		225,858
Total assets	$	241,271	$	477,411
Liabilities and Stockholders' Equity
Current liabilities:

Current portion of liabilities under tax receivable agreement	$	8,960	$	9,567
Accrued expenses and other current liabilities	370		—
Total current liabilities	9,330		9,567

Liabilities under tax receivable agreement, net of current portion	—		99,620


Commitments and contingencies

Stockholders' equity:
Class A common stock, par value $0.0001 per share, 200,000 shares authorized; 50,549 shares and 47,192 shares issued and outstanding as of December 31, 2023 and 2022, respectively	5		5
Class B common stock, par value $0.0001 per share, 50,000 shares authorized; 2,277 shares and 3,293 shares issued and outstanding as of December 31, 2023 and 2022, respectively	—		—
Additional paid-in-capital	326,180		310,807
Accumulated other comprehensive (loss) income	(180)		(2,603)
(Accumulated deficit) retained earnings	(94,064)		60,015
Total stockholders' equity	231,941		368,224
Total liabilities and stockholders' equity	$	241,271	$	477,411


	Year Ended December 31,
	2023		2022		2021

	(in thousands)
Operating Activities
Net (loss) income	$	(154,079)	$	(8,035)	$	43,900
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Equity in net loss (income) of subsidiaries	114,697		8,040		(72,916)
Equity-based compensation	10,534		16,591		12,994
Deferred tax expense (benefit)	123,124		(17,173)		(203)
Tax receivable liability adjustment	(100,223)		3,987		1,590
Changes in operating assets and liabilities:
Income tax receivable	7,219		(7,530)		294
Due from related parties, net	436		(984)		1,351
Prepaid expenses and other assets	—		(11,019)		—
Income taxes payable	—		(14,684)		14,684
Accrued expenses and other liabilities	370		11,190		(571)
Net cash provided by (used in) operating activities	2,078		(19,617)		1,123

Investing Activities
Capital contribution to FAH, LLC	—		(73,980)		—
Net cash (used in) investing activities	—		(73,980)		—

Financing Activities
Tax distribution received from FAH, LLC	—		38,811		24,173
Tax receivable agreement payments	(4)		(7,718)		(1,715)
Proceeds from exercise of equity-based options	749		1,472		3,794
Net cash provided by financing activities	745		32,565		26,252

Net change in cash and cash equivalents	2,823		(61,032)		27,375
Cash and cash equivalents at beginning of period	911		61,943		34,568
Cash and cash equivalents at end of period	$	3,734	$	911	$	61,943

Supplemental Cash Flow Information
Income tax payments	$	—	$	18,999	$	23
Establishment of liabilities under tax receivable agreement	—		30,034		20,691
Issuance of equity instruments for acquisitions	—		1,487		—