Good afternoon. And welcome to Funko's Conference Call to discuss Financial Results for the Third Quarter of 2021. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. Please be advised that reproduction of this call in whole or in part is not permitted without written authorization from the company. As a reminder, this call is being recorded. I will now turn the call over to Ben Avenia-Tapper, Director of Investor Relations to get started. Please proceed.

Thank you, and good afternoon. With us on the call today are Brian Mariotti, Chief Executive Officer; Andrew Perlmutter; and Jennifer Fall Jung, Chief Financial Officer. Before we begin, I'd like to remind everyone that during the course of this conference call management will discuss forecast, targets and other forward-looking statements regarding the company and its financial results. Well, these statements represent our best current judgment about future results and performance as of today. Our actual results are subject to many risks and uncertainties that could cause actual results to differ materially from what we expect. In addition to any risks that we highlighted during the call, important factors that may affect our future results are described in our most recent SEC reports and today's earnings release. In addition, we will refer to non-GAAP financial measures during the discussion. Reconciliations to their most directly comparable U.S. GAAP financial measures and supplemental financial information can be found in the earnings press release and 8-K that we released earlier today. All of these items plus a visual presentation that investors can consult to follow along with this discussion are available on our Investor Relations website, investor.funko.com. I will now turn the call over to Andrew.

Good afternoon, everyone, and thank you for joining us today. I am thrilled to report another record quarter with demand for Funko products, as high as we've ever seen. Funko continues its strong performance and exceeded expectations for the quarter, despite ongoing supply chain disruption and rising freight costs. Growth was broad based and spanned across geographies, brands, product categories, and channels. Recovering our specialty channel domestically and in Europe continues to provide a tremendous lift. While strong growth in the mass market channel, including third party e-commerce exceeded expectations. Because of our excellent third quarter results and exceptional demand, we continue to see, we are raising our net sales guidance for the year. Throughout the Funko portfolio, we're developing products that resonate with our fans while continuing to expand our categories and fan base. We've extended our flagship pop brand beyond figures in the entertainment and collectable aisle into soft lines and accessories. We've also broadened our figure lineup beyond the pop brand and into the toy aisle with top selling action figures like our new Turbo Man figure. We're not only expanding our shelf space with these moves. We're also continuing to broaden our fan base. Loungefly is a great example of this consistent growth mindset. We acquired Loungefly in late 2017 when it was generating less than $20 million in annual revenue, a figure we nearly doubled in Q3 of 2021 alone. Today, we had successful executed against our geographic expansion initiative. Softline is now our fastest growing category internationally. Domestically, we continue to see strong performance aided by the reopening of [indiscernible] as well as new channel partnerships and best-in-class product design. Our direct to consumer channel is another great example and is driving growth across product categories and geographies, delivering another quarter of exceptional growth…

Thanks, Andrew. I'll start by echoing Andrew's word of thanks. The global supply chain has seen unprecedented disruption this year and the fact that we are able to report the kind of third quarter results we did, despite those challenges as a testament to our employees and our loyal fans. We have an amazing community at Funko and I couldn't be more proud. As I looked to transition into my new role as Chief Creative Officer in January, I've been highly focused on continuing to elevate our level of fan interaction and bringing innovative new products to my market that have been such a hallmark of our success, these efforts is our focus on developing events that are monetizable and consistent with Funko trademark, one of a kind fan engagement. Throughout the pandemic, we've proven our ability to develop these events at any point on the calendar and in any form factor, including virtual and hybrid format. This capability was an important factor in our ability to deliver such a strong third quarter amid unprecedented supply chain headwinds. I'll share a few events that highlight that dynamic. I'll start with our celebration of Batman Day, while perhaps not a traditional holiday on every calendar, our ability to generate genuine excitement through fan engagement drove this to be our single largest non-conventional sales day on record at funko.com. In fact, between our Alice In Wonderland event in July, FunKon in August and our Batman takeover at September, we created three brand new events this quarter representing the top three largest sales days for our direct to consumer and e-commerce channel. We also recently announced our full [indiscernible] a virtual event taking place in early December. These highly successful virtual events are highlighting new products, driving awareness to our retail partners and…

Thanks, Brian, and good afternoon, everyone. We're pleased report record third quarter results highlighted by net sales growth of 40% over the prior year, reflecting very strong third quarter demand and broad based strength across our products, categories, geographies, and channels. The over performance or expectations was primarily driven by domestic wholesale outperformance in part due to a shift to FOB for some of our larger accounts. All comparisons are to third quarter of 2020, unless otherwise stated. Net sales in the U.S. increased 36% to $191 million, while net sales in Europe grew 66% to $59 million. And our other international markets increased 19% to $18 million with growth in all regions. The number of active properties in Q3 increased 13% to 806. Net sales per active property were 332,000 in the quarter, an increase of 24%. For a list of our top performing properties in the quarter, please see our accompanying earnings presentation. On a product category basis, Q3 net sales and figures, including action figures grew 42% to $206 million with pop branded products increasing 41%. Non-figure product sales increased 34% to $62 million, primarily driven by a Loungefly brand, which grew 36% with strong contributions from games and plush. Third quarter gross margin was 36%, a decrease of 260 basis points versus Q3 2020 due to freight expense. We managed to partially offset the freight inflation through improved global product margins in the quarter, as well as careful expense management throughout the organization. We currently forecast as supply chain disruption to result in a 2021 gross margin slightly below our 2020 level. We expect this headwind to remain through at least the first half of next year. SG&A for the quarter was $60 million or 22.4% of sales representing a 90 basis point sequential improvement over…

Thank you. [Operator Instructions] We will be taking our first question today from Erinn Murphy from Piper Sandler. Erinn, over to you.

Great. Thank you. Good morning, or good afternoon, everyone. A couple of questions for me just off the [indiscernible] in the third quarter, can you just talk about the key drivers of your outperformance maybe by channel? And then secondly just a little bit more color on the supply chain, Jen, I think you referenced a lot of your inventory is still in transit. I don't know if you can give us kind of a point in time now of inventory balance and just kind of, what do you have kind of floating off the coast of the west coast and some of your mitigating factors that that you've taken?

Hey, Erinn, nice to hear from you. Yes, from a growth perspective, it was really across the board. The U.S. grew substantially launched by continues to grow every one of our international challenge or channels grew as well. What you saw in May was they've actually, this is the first quarter, they've now lapsed 2019 levels. They were under just slightly in Q2. So we're just seeing growth really across the board and feeling really positive about where the business is heading. Our demand for our products has never been stronger and our DTC business continues to be on fire as well. So, we've already outpaced our penetration of our DTC business than we thought we would for the years. So it's just very consistent. And you had a second part, I apologize.

Yes, no, that's fine. Just on the supply chain, if you could give us a little bit more color on some of your mitigating factors, what thought that goes to west coast right now, and just maybe a case in, or a point in time for what your inventory looks like right now?

Yes, so our inventory is up year-over-year obviously, but as we go into a quarter where sales will be up year-over-year. Our inventory turns in Q3 were the fastest they have been in for overall perspective, as well as an on hand perspective compared to the past three quarters Q3 quarters. So as we're looking forward, this inventory, a couple things that we're doing, we want to make sure we don't only protect Q4, but also as we get into Q1 as supply chain times have extended. We've been managing both our Q4 as well as our Q1 inventory to make sure we are set up for to end the year on a high note, as well as to start 2022 with enough inventory support our sales. What we are seeing, I think is everyone seeing, containers, a lot of containers sitting out in Long Beach which obviously, that's a big port for us as well. So we are just continuing to work with different line holt across or excuse me, different containers to make sure that we can get our inventory here and get it through our distribution center and back out. We've also moved some of our customers to FOB to help kind of alleviate some of the congestion within our own supply chain.

Got it. And then if I could just add one more question, pricing we've noticed you've taken pricing up for some of your retailers. Can you just talk about how deep are your pricing increases now? I know if you're facing some out maybe internationally as well as we look into next year and then one for Andrew on Snapsies, we're noticing that product it back in our store checks. Can you talk a little bit more about how the reception has been? Thanks so much.

Yes, great. Yes, on the pricing, Funko hadn't raised their prices in quite some time, as we started to look at – looking at, into the future and seeing some of the pressures we're seeing within the supply chain. We thought now is the right time to work across our retail channels and work with them to raise prices fairly systematically across the board. We are also, this is consistent with a may indiscernible] just a little bit less to a – from a increased perspective, increased a little bit less over there, but we don't expect to see the benefit this until really later in Q1 of next year in Q2, we wanted to make sure that we partnered with our retailers and gave them time and really focus on go forward orders. So it was the right time for us to do it. And so far it's been, I think fairly well received as much as it can be.

Yes. And I can jump in Erinn on the Snapsies thing, thank you for noticing series two hitting shelves. We're excited to see that hit shelves. We're just thrilled with the traction that we're getting in the new areas of the store that we're working with, whether it be Snapsies or battle world or the game aisle, we're just happy with the resolve. And so, yes, you're right. Snapsies wave two has hit, we've also launched an additional product which was an offshoot of Snapsies called gems. We're excited about that. We've got really good retailer support on that. We've always said, right. The girls to is a tough competitive in landscape. And so we sort of modest expectations, but you're seeing wave two on the shelf, we're excited about it and we're continuing to support it and you'll continue to see us support at this holiday.

Thank you so much.

Thanks, Erinn.

[Operator Instructions] We'll now move over to Garrett Johnson of BMO. Garrett, over to you.

Hey, good afternoon. Thank you. I had two questions. One Vietnam is an area you source quite a bit from. We've always heard that was the worst place to be sourcing. How were you able to, mitigate the problems there and get your product market that's one. And then this shift to FOB that you talked about for some of your larger accounts how did that impact the flow of, of goods? Did you pull some stuff forward recognize some stuff earlier than you would have last year via the FOB and what percent of your shipments at the core FOB versus last year? Thank you.

So I can, let me, let me start with the FOB question. And then we can dive into Vietnam, it's Andrew, by the way. Sure. We didn't pull orders forward due to the FOB shipments. It was more to help mitigate supply chain disruptions and get a product to retailers faster. So where we had historically gone through our domestic warehousing facility. We talked to some of our key partners and said, hey, listen, we can cut, as you know, time off of the supply chain, by going directly to you and where we might have done a little bit here and there, whether it was like game shipments to some retailers or big programs, the retailers saw the benefit of opening up their ability to take more of a broad selection of products FOB, because they also knew that it would cut, weeks off of the supply chain and they, they, they were experiencing this same things. We were – that being said, all, we also assume that some of the large retail partners that we deal with have better access to containers than little old Funko. So that was one of the other motivators and really trying to push and use some of these big company retail supply chains to help us offset some of that. And to answer your question about Vietnam, are factories in Vietnam, aren't concentrated in one particular area of the country. So that helped us mitigate some of that risk that you were talking about with any factory stoppages that may have come up. So we were able to move production within Vietnam to areas that weren't and that was how we mitigated it. And as I mentioned in the script, that's something we're continuing to look at. How do we further diversify geographically to avoid any sort of risks like this in the future?

Yes. We have eight main factories in Vietnam, and they're over a couple 100 mile radius. So we had only two and a half factories affected it all by COVID. It was only in the last like 45 days that they have been, and we were able to mitigate some of that with moving molds and production from other factories in other factory groups. So, I know Nike and some of the textile companies have been – factories have been more affected than, than us. But it certainly has not been a massive problem for us even and literally wasn't any problem other than all other than containers up until about 45 days ago with a couple COVID breaks. But both, all those factories now are full capacity running again, so we're in pretty good shape there.

Okay. Fantastic. Thank you.

Thank you.

Thank you. [Operator Instructions] We'll move over to Linda Bolton Weiser of D.A. Davidson. Linda, the line is yours.

Yes. Hi. I have a longer-term question just about your business. I mean, you've recovered very well in the post pandemic environment and you're growing your sales very rapidly. Do you think or do you foresee that you have any major kind of infrastructure spending either on the CapEx side or on the income statement side in the next couple of years, as you continue to grow rapidly, or do you think you can maybe get some positive SG&A leverage as you continue to grow? Thanks.

Hey, Linda, nice to hear from you. This is Jen. Yes, actually that's a great question. I feel like I teed that one up for you. We don't want to comment too much on 2022, but just to provide a little bit of flavor. We do have some infrastructure. We continue to grow demand for our product has never been stronger. And we – as we look forward to 2022, we're really excited. As we kind of think about where we need to invest in the business, we talked a little bit about in previous calls, we do have an ERP implementation that we are currently working on that is set to be implemented next year. So that will be a use of capital. We – due to our extensive growth, we do have to invest in our logistics capabilities and add some additional space there. And so we've taken on some additional leases that we can fulfill the growth that we see in the future. So that will be CapEx that you'll see come through more towards 2022, but also some now, but nothing. Historically, I think our other only other large CapEx was the Hollywood store, but those are the two main infrastructure projects as well as actually the – our DTC business and the platform that we're working on there, which will come after our ERP. So yes, lots of infrastructure in 2022, but all the support profitable growth in the future. So we're feeling great about that.

Okay. Thank you. Good luck.

Thanks Linda.

Thank you.

Thank you, Linda. We are now moving over to our final question today from Tami Zakaria of JPMorgan. Tami, over to you.

Hey everyone. Thank you so much for taking my questions. I have two quick ones. The first one is I wanted to ask you about your gross margin outlook. I think you mentioned the supply chain pressures you expect to persist through at least the first half of next year. So does that mean your gross margin should continue to deleverage and the first half, or you think your pricing can said the pressure is beyond the fourth quarter?

Hey, Tami, great to hear from you. Yes, as we noted in our remarks, we do expect, we're with everybody else kind of trying to look forward to see when we think the pressures from the supply chain will ease up. That said, I think all indications are that we do expect it to be a pressure point in the first half of next year. I think we a little bit past the spike that we saw and it's starting to at least flatten out a little bit. As you look at our gross margin, I'll just give you a little bit more color on the guidance that we gave for Q4 of this year. We did note that we would see quarter-over-quarter basis points of quarter-over-quarter pressure on our gross margin, but keep in mind for the past since 2018 we've always had our Q four margin come in lower than our Q3 margin. It's just a little cyclical nature of our business and how we work with our retailers. So, that is a component of it. As we look forward, we will – we're constantly looking to offset these the pressure that we're seeing within this quarter, we had about 600 basis points of pressure from the supply chain, but we are able to offset 300 basis points of it through our channel mix, as well as our strong product margins. So we will continue to look for ways to offset and yes, I think the prices obviously will definitely help. But keep in mind, that's a little bit later in Q1 and more so in Q2.

Got it. That's very helpful if I could squeeze in one last one. I think your DTC, you have two customer business has been exceptional, really strong and a really bright spot. So as you think, more long term where do you see the penetration of your DTC business going? Because I think if it keeps growing, it's an inherent tail into your gross margin structure. So how do you think about your DTC penetration over the next two to three years?

So we see a ton of opportunity in front of us on our DTC business. We are really focused on the U.S. and EMEA [ph] which has several countries covered. But the truth is there's a tremendous opportunity geographically for us to continue to expand. And while we haven't disclosed, what percentage of the business we're trying to reach with that particular part of our business, your observation is correct. It is performing exceedingly well in the same quarter that we saw our overall wholesale business perform exceedingly well. So we're excited that those two channels are growing in tandem with each other. And we think that there is, the world is at our doorstep when it comes to growing our DTC considering that we only really in two geographic areas right now. So we're excited about a tremendous amount of potential.

Yes. And we are adding, obviously investment to that. And when we put in the new platform next year, we're going to be able to put in pre-order, which is huge. Right now, we're taking all of our announcements with virtual events and sending them to other retailers, which we love to support, but we'll be able to take pre-orders next fall on that as well. In addition to customer service, improvements and getting packages out the warehouse quicker customer loyalty and better marketing tools will all basically come along with the new platform that we're going to get on in fall. So we are just continuing to be mildly obsessed with doing better job for our customers and fans. And definitely part of our growth strategy is direct to consumer.

Got it. Thank you so much.

Thanks, Tammy.

Thank you.

Thank you, Tami. At this point, as we don't have any further questions registered, I would like to hand back to you, Andrew, for any closing remarks.

Thank you all for joining the call today.

Thank you. This concludes today's call. You may now disconnect your lines.