SecProbe.io

December 17, 2024
Yves Le Pendeven
Chief Financial Officer
Funko, Inc.
2802 Wetmore Avenue
Everett, WA 98201
Re:Funko, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed March 7, 2024
Form 8-K Filed November 7, 2024
File No. 001-38274
Dear Yves Le Pendeven:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 70
In regard to your presentation of non-GAAP financial measures, please address the
following items.
•We note adjustment (4) related to Acquisition transaction costs and other
expenses and adjustment (5) related to Certain severance, relocation and related
costs. More fully disclose and discuss the specific nature and amounts of the types
of costs included in each adjustment for the years ended December 31, 2023 and
2022 and the nine months ended September 30, 2024 and 2023. Please also
explain to us how you determined that the adjustments related to each type of cost
is appropriate based on the guidance in Question 100.01 of the SEC’s Non-GAAP
Financial Measures Compliance & Disclosure Interpretations.1.

December 17, 2024
Page 2
•We note the adjustments related to (8) one-time cloud based computing
arrangement abandonment, (9) one-time disposal costs for finished goods held at
offshore factories, (10) one-time disposal costs for unfinished goods held at
offshore factories, and (11) inventory write-down. It appears to us that these items
represent normal operating expenses related to your business and should not be
eliminated from non-GAAP financial measures. Please revise future disclosures to
not exclude these adjustments from your Non-GAAP performance measures or
explain why you believe these adjustments are appropriate. Refer to Question
100.01 of the SEC's Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Form 8-K Filed November 7, 2024
Use of Non-GAAP Financial Measures
2.We note your disclosure that your senior secured credit facilities use adjusted
EBITDA to measure your compliance with covenants, such as senior leverage ratio.
Please clarify whether you are using adjusted EBITDA as both a performance and
liquidity measure. If so, please enhance your disclosure to also reconcile adjusted
EBITDA to the most directly comparable GAAP liquidity measure, cash provided by
operating activities, and separately discuss the limitations of your non-GAAP
measures as both performance and liquidity measures.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Jeffrey Gordon at 202-551-3866 or Ernest Greene at 202-551-3733
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing