Item 8. Financial Statements and Supplementary Data.
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Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Hasbro, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Hasbro, Inc. and subsidiaries (the Company) as of December 27, 2020 and December 29, 2019, the related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests for each of the years in the three year period ended December 27, 2020, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2020 and December 29, 2019, and the results of its operations and its cash flows for each of the years in the three year period ended December 27, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 27, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of December 31, 2018 due to the adoption of Accounting Standards Update 2016-02, Leases (Topic 842).
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Assessment of the carrying value of the investment in Discovery Family Channel
As discussed in Note 7 to the consolidated financial statements, the Company’s equity method investment in Discovery Family Channel, Inc. (DFC) at December 27, 2020 was $216,567 thousand. The Company tests it equity
method investment in DFC annually or whenever an event or circumstance occurs that indicates that the carrying value may not be recoverable.
We identified the assessment of the carrying value of the investment in DFC as a critical audit matter. The forecasted revenue, discount rate, and terminal growth rate used to estimate the fair value of the investment involved a high degree of auditor subjectivity given the volatility in consumer interest when choosing entertainment media. The fair value is also sensitive to changes to the forecasted revenue, discount rate, and terminal growth rate assumptions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the impairment evaluation process. This included controls related to the review of forecasted revenue, discount rate, and terminal growth rate assumptions. We assessed the Company’s ability to accurately estimate forecasted revenue by comparing historical forecasts to actual revenue reported by DFC. We also compared revenue forecasts to executed contracts. We involved a valuation professional with specialized skills and knowledge who assisted in:
–evaluating the discount rate by comparing it against a discount rate range that was independently developed using publicly available data for comparable entities
–evaluating the terminal growth rate by comparing it against publicly available industry reports and to DFC’s historical revenue growth
–developing an estimate of the fair value of the investment using (1) DFC’s forecasted cash flows and estimated terminal growth rate and (2) an independently developed discount rate, which was then compared to the Company’s fair value estimate.
Assessment of the initial fair value measurement of intangible and content assets acquired through the business combination of eOne
As discussed in Note 3 to the consolidated financial statements, on December 30, 2019 the Company completed its acquisition of eOne for total consideration of $4,587,642 thousand. The Company measured the identifiable assets acquired and liabilities assumed at fair value, which resulted in the recognition of $1,056,000 thousand of intangible assets and $564,828 thousand of content assets. The fair value of the acquired intangible and content assets was determined based on the estimated future cash flows to be generated from the acquired assets.
We identified the assessment of the initial fair value of the acquired intangible and content assets as a critical audit matter. The forecasted revenue, attrition rates and discount rates used to estimate the fair value of the acquired intangible and content assets involved a high degree of auditor judgment and effort due to the significant measurement uncertainty in the assumptions. The forecasted attrition rates are assumptions for which there was limited observable market information. In addition, the estimated fair values were sensitive to possible changes to the above assumptions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the valuation of the identified intangible and content assets. This included controls related to the review of forecasted revenue, attrition rates, and discount rates. We assessed the Company’s ability to accurately estimate forecasted revenue growth by comparing forecasted revenue growth to the acquiree’s historical revenue results and/or publicly available data. To assess the Company’s forecasted attrition rates we compared them to publicly available data. We also involved a valuation professional with specialized skills and knowledge who assisted in:
–evaluating the discount rates by comparing it against discount rates that were independently developed using publicly available data
–developing an estimate of the fair value of the acquired intangible and content assets using (1) the Company’s forecasted cash flows and (2) independently developed discount rates, which were then compared to the Company’s fair value estimate.
Assessment of the amortization of content assets
As discussed in Notes 1 and 8 to the consolidated financial statements, total investments in content assets were approximately $727,186 thousand at December 27, 2020. These amounts are being amortized to program cost amortization using the individual film forecast method. This method estimates amortization based on the ratio of current period revenues to the estimated remaining total revenues (“ultimate revenues”) over a period not exceeding 10 years. The Company estimates ultimate revenues based on the historical performance of similar films and
television programs, expected distribution platforms, and factors unique to the Company’s film and television content.
We identified the assessment of the amortization of investments in content assets as a critical audit matter. The forecasted ultimate revenues used to estimate program cost amortization required a high degree of auditor judgment. Evaluating the assumptions used to forecast ultimate revenues, including historical performance of similar film and television programs and expected distribution platforms, required subjective auditor judgment.
The following are the primary procedures we performed to address the critical audit matter. We evaluated the design of certain internal controls related to the amortization of content assets. This included controls related to forecasted ultimate revenue. For a sample of content assets, we evaluated the assumptions noted above used to forecast ultimate revenues by comparing to contractual agreements and publicly available data, where available.
/s/ KPMG LLP
We have not been able to determine the specific year that we began serving as the Company’s auditor, however, we are aware that we have served as the Company’s auditor since at least 1968.
Providence, Rhode Island
February 24, 2021
HASBRO, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 27, 2020 and December 29, 2019
(Thousands of Dollars Except Share Data)
| 2020 | 2019 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents including restricted cash of $73,200 in 2020 and $0 in 2019 | $ | 1,449,676 | 4,580,369 | ||||||||
| Accounts receivable, less allowance for credit losses of $28,100 in 2020 and $17,200 in 2019 | 1,391,726 | 1,410,597 | |||||||||
| Inventories | 395,633 | 446,105 | |||||||||
| Prepaid expenses and other current assets | 609,610 | 310,450 | |||||||||
| Total current assets | 3,846,645 | 6,747,521 | |||||||||
| Property, plant and equipment, net | 489,041 | 382,248 | |||||||||
| Other assets | |||||||||||
| Goodwill | 3,691,709 | 494,584 | |||||||||
| Other intangibles, net | 1,530,835 | 646,305 | |||||||||
| Other | 1,260,155 | 584,970 | |||||||||
| Total other assets | 6,482,699 | 1,725,859 | |||||||||
| Total assets | $ | 10,818,385 | 8,855,628 | ||||||||
| LIABILITIES, NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Short-term borrowings | $ | 6,642 | 503 | ||||||||
| Current portion of long-term debt | 432,555 | — | |||||||||
| Accounts payable | 425,500 | 343,927 | |||||||||
| Accrued liabilities | 1,538,644 | 912,652 | |||||||||
| Total current liabilities | 2,403,341 | 1,257,082 | |||||||||
| Long-term debt | 4,660,015 | 4,046,457 | |||||||||
| Other liabilities | 793,866 | 556,559 | |||||||||
| Total liabilities | 7,857,222 | 5,860,098 | |||||||||
| Redeemable noncontrolling interests | 24,426 | — | |||||||||
| Shareholders’ equity | |||||||||||
| Preference stock of $2.50 par value. Authorized 5,000,000 shares; none issued | — | — | |||||||||
| Common stock of $0.50 par value. Authorized 600,000,000 shares; issued 220,286,736 shares as of 2020 and 2019 | 110,143 | 110,143 | |||||||||
| Additional paid-in capital | 2,329,064 | 2,275,726 | |||||||||
| Retained earnings | 4,204,184 | 4,354,619 | |||||||||
| Accumulated other comprehensive loss | (194,953) | (184,220) | |||||||||
| Treasury stock, at cost, 82,979,403 shares in 2020 and 83,424,129 shares in 2019 | (3,551,749) | (3,560,738) | |||||||||
| Noncontrolling interests | 40,048 | — | |||||||||
| Total shareholders’ equity | 2,936,737 | 2,995,530 | |||||||||
| Total liabilities, noncontrolling interests and shareholders’ equity | $ | 10,818,385 | 8,855,628 |
See accompanying notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Fiscal Years Ended in December
(Thousands of Dollars Except Per Share Data)
| 2020 | 2019 | 2018 | |||||||||||||||
| Net revenues | $ | 5,465,443 | 4,720,227 | 4,579,646 | |||||||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of sales | 1,718,888 | 1,807,849 | 1,850,678 | ||||||||||||||
| Program cost amortization | 387,056 | 85,585 | 43,906 | ||||||||||||||
| Royalties | 569,981 | 414,549 | 351,660 | ||||||||||||||
| Product development | 259,522 | 262,156 | 246,165 | ||||||||||||||
| Advertising | 412,730 | 413,676 | 439,922 | ||||||||||||||
| Amortization of intangible assets | 144,746 | 47,259 | 28,703 | ||||||||||||||
| Selling, distribution and administration | 1,252,140 | 1,037,103 | 1,287,560 | ||||||||||||||
| Acquisition and related costs | 218,566 | — | — | ||||||||||||||
| Total costs and expenses | 4,963,629 | 4,068,177 | 4,248,594 | ||||||||||||||
| Operating profit | 501,814 | 652,050 | 331,052 | ||||||||||||||
| Non-operating expense (income): | |||||||||||||||||
| Interest expense | 201,130 | 101,878 | 90,826 | ||||||||||||||
| Interest income | (7,424) | (30,107) | (22,357) | ||||||||||||||
| Other income, net | (13,954) | (13,931) | (7,819) | ||||||||||||||
| Total non-operating expense, net | 179,752 | 57,840 | 60,650 | ||||||||||||||
| Earnings before income taxes | 322,062 | 594,210 | 270,402 | ||||||||||||||
| Income taxes | 96,621 | 73,756 | 49,968 | ||||||||||||||
| Net earnings | 225,441 | 520,454 | 220,434 | ||||||||||||||
| Net earnings attributable to noncontrolling interests | 2,922 | — | — | ||||||||||||||
| Net earnings attributable to Hasbro, Inc. | $ | 222,519 | 520,454 | 220,434 | |||||||||||||
| Per common share | |||||||||||||||||
| Net earnings attributable to Hasbro, Inc. | |||||||||||||||||
| Basic | $ | 1.62 | 4.07 | 1.75 | |||||||||||||
| Diluted | $ | 1.62 | 4.05 | 1.74 | |||||||||||||
| Cash dividends declared | $ | 2.72 | 2.72 | 2.52 |
See accompanying notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Earnings
Fiscal Years Ended in December
(Thousands of Dollars)
| 2020 | 2019 | 2018 | |||||||||||||||
| Net earnings | $ | 225,441 | 520,454 | 220,434 | |||||||||||||
| Other comprehensive earnings (loss): | |||||||||||||||||
| Foreign currency translation adjustments, net of tax | 10,087 | 9,556 | (55,524) | ||||||||||||||
| Unrealized holding gains (losses) on available-for-sale securities, net of tax | 640 | 514 | (2,000) | ||||||||||||||
| Net gains on cash flow hedging activities, net of tax | 2,380 | 11,678 | 36,107 | ||||||||||||||
| Changes in unrecognized pension amounts, net of tax | (6,609) | 14,850 | (23,763) | ||||||||||||||
| Reclassifications to earnings, net of tax: | |||||||||||||||||
| Net (gains) losses on cash flow hedging activities | (19,252) | (18,459) | 1,929 | ||||||||||||||
| Amortization of unrecognized pension and postretirement amounts | 2,021 | 6,160 | 9,665 | ||||||||||||||
| Settlement of U.S. defined benefit plan | — | 85,995 | — | ||||||||||||||
| Other comprehensive (loss) earnings, net of tax | (10,733) | 110,294 | (33,586) | ||||||||||||||
| Total comprehensive earnings, net of tax | 214,708 | 630,748 | 186,848 | ||||||||||||||
| Total comprehensive earnings attributable to noncontrolling Interests | 2,922 | — | — | ||||||||||||||
| Total comprehensive earnings attributable to Hasbro, Inc. | $ | 211,786 | 630,748 | 186,848 |
See accompanying notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Fiscal Years Ended in December
(Thousands of Dollars)
| 2020 | 2019 | 2018 | |||||||||||||||
| Cash flows from operating activities | |||||||||||||||||
| Net earnings | $ | 225,441 | 520,454 | 220,434 | |||||||||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||||||||||
| Depreciation of property, plant and equipment | 120,229 | 133,528 | 139,255 | ||||||||||||||
| Impairment of goodwill | — | — | 86,253 | ||||||||||||||
| Asset Impairments | 71,540 | — | 31,303 | ||||||||||||||
| Non-cash pension settlement | — | 110,962 | — | ||||||||||||||
| Amortization of intangible assets | 144,746 | 47,259 | 28,703 | ||||||||||||||
| Program cost amortization | 387,056 | 85,585 | 43,906 | ||||||||||||||
| Deferred income taxes | 30,316 | (14,956) | (11,094) | ||||||||||||||
| Stock-based compensation | 49,748 | 28,044 | 27,892 | ||||||||||||||
| Other non-cash items | 7,396 | (54,184) | (18,879) | ||||||||||||||
| Changes in operating assets and liabilities, net of acquired and disposed balances: | |||||||||||||||||
| Decrease (increase) in accounts receivable | 210,823 | (211,450) | 180,113 | ||||||||||||||
| Decrease (increase) in inventories | 62,757 | (4,631) | (37,211) | ||||||||||||||
| (Increase) decrease in prepaid expenses and other current assets | (7,470) | 18,106 | (11,929) | ||||||||||||||
| Program spend, net | (438,854) | (33,851) | (131,984) | ||||||||||||||
| Increase in accounts payable and accrued liabilities | 49,288 | 62,277 | 107,426 | ||||||||||||||
| Change in net deemed repatriation tax | (18,364) | (14,550) | 27,027 | ||||||||||||||
| Other | 81,688 | (19,532) | (35,218) | ||||||||||||||
| Net cash provided by operating activities | 976,340 | 653,061 | 645,997 | ||||||||||||||
| Cash flows from investing activities | |||||||||||||||||
| Additions to property, plant and equipment | (125,754) | (133,636) | (140,426) | ||||||||||||||
| Investments and acquisitions, net of cash acquired | (4,412,948) | (8,761) | (155,451) | ||||||||||||||
| Net gains on derivative contracts | — | 79,990 | — | ||||||||||||||
| Other | 38,471 | 1,452 | 9,400 | ||||||||||||||
| Net cash utilized by investing activities | (4,500,231) | (60,955) | (286,477) | ||||||||||||||
| Cash flows from financing activities | |||||||||||||||||
| Net proceeds from borrowings with maturity greater than three months | 1,112,640 | 2,354,957 | — | ||||||||||||||
| Repayments of borrowings with maturity greater than three months | (275,514) | — | — | ||||||||||||||
| Net repayments of other short-term borrowings | (8,617) | (8,828) | (142,357) | ||||||||||||||
| Purchases of common stock | — | (61,387) | (250,054) | ||||||||||||||
| Stock-based compensation transactions | 16,592 | 31,786 | 29,999 | ||||||||||||||
| Dividends paid | (372,652) | (336,604) | (309,258) | ||||||||||||||
| Payments related to tax withholding for share-based compensation | (6,040) | (13,123) | (58,344) | ||||||||||||||
| Redemption of equity instruments | (47,399) | — | — | ||||||||||||||
| Deferred acquisition payments | — | (100,000) | — | ||||||||||||||
| Proceeds from issuance of common stock | — | 975,185 | — | ||||||||||||||
| Debt acquisition costs | — | (26,653) | — | ||||||||||||||
| Other | (13,061) | (4,760) | (7,087) | ||||||||||||||
| Net cash provided (utilized) by financing activities | 405,949 | 2,810,573 | (737,101) | ||||||||||||||
| Effect of exchange rate changes on cash | (12,751) | (4,681) | (21,282) | ||||||||||||||
| (Decrease) increase in cash, cash equivalents and restricted cash | (3,130,693) | 3,397,998 | (398,863) | ||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of year | 4,580,369 | 1,182,371 | 1,581,234 | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of year | $ | 1,449,676 | 4,580,369 | 1,182,371 | |||||||||||||
| Supplemental information | |||||||||||||||||
| Interest paid | $ | 182,919 | 82,205 | 82,258 | |||||||||||||
| Income taxes paid | $ | 81,573 | 103,149 | 117,854 |
See accompanying notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests
(Thousands of Dollars)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non-controlling Interests | Total Shareholders’ Equity | Redeemable Non-controlling Interests | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2017 | $ | 104,847 | 1,050,605 | 4,260,222 | (239,425) | (3,346,292) | — | $ | 1,829,957 | $ | — | |||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | 220,434 | — | — | — | 220,434 | — | ||||||||||||||||||||||||||||||||||||||||||
| Impact of adoption of ASU 2018-02 | — | — | 21,503 | (21,503) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for Saban purchase | — | 198,853 | — | — | 81,544 | — | 280,397 | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | (33,586) | — | — | (33,586) | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation transactions | — | (2,075) | — | — | (694) | — | (2,769) | — | ||||||||||||||||||||||||||||||||||||||||||
| Purchases of common stock | — | — | — | — | (250,054) | — | (250,054) | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 27,676 | — | — | 216 | — | 27,892 | — | ||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | (317,785) | — | — | — | (317,785) | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance, December 30, 2018 | $ | 104,847 | 1,275,059 | 4,184,374 | (294,514) | (3,515,280) | — | $ | 1,754,486 | $ | — | |||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | 520,454 | — | — | — | 520,454 | — | ||||||||||||||||||||||||||||||||||||||||||
| Equity issuance, net of fees | 5,296 | 969,889 | — | — | — | — | 975,185 | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings | — | — | — | 110,294 | — | — | 110,294 | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation transactions | — | 2,970 | — | — | 15,693 | — | 18,663 | — | ||||||||||||||||||||||||||||||||||||||||||
| Purchases of common stock | — | — | — | — | (61,387) | — | (61,387) | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 27,808 | — | — | 236 | — | 28,044 | — | ||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | (350,209) | — | — | — | (350,209) | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance, December 29, 2019 | $ | 110,143 | 2,275,726 | 4,354,619 | (184,220) | (3,560,738) | — | $ | 2,995,530 | $ | — | |||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests related to acquisition of Entertainment One Ltd. | — | — | — | — | — | 43,341 | 43,341 | 26,241 | ||||||||||||||||||||||||||||||||||||||||||
| Net earnings attributable to Hasbro, Inc. | — | — | 222,519 | — | — | — | 222,519 | — | ||||||||||||||||||||||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | — | — | — | — | — | 2,478 | 2,478 | 444 | ||||||||||||||||||||||||||||||||||||||||||
| Buyout of noncontrolling interest | — | 606 | — | — | — | — | 606 | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | (10,733) | — | — | (10,733) | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation transactions | — | 1,864 | — | — | 8,688 | — | 10,552 | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 49,447 | — | — | 301 | — | 49,748 | — |
| Dividends declared | — | — | (372,954) | — | — | — | (372,954) | — | ||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to noncontrolling owners and other foreign exchange | — | 1,421 | — | — | — | (5,771) | (4,350) | (2,259) | ||||||||||||||||||||||||||||||||||||||||||
| Balance, December 27, 2020 | $ | 110,143 | 2,329,064 | 4,204,184 | (194,953) | (3,551,749) | 40,048 | $ | 2,936,737 | $ | 24,426 |
See accompanying notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Thousands of Dollars and Shares Except Per Share Data)
(1) Summary of Significant Accounting Policies
Preparation of Consolidated Financial Statements
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes thereto. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include the accounts of Hasbro, Inc. and all majority-owned subsidiaries (“Hasbro” or the “Company”). Investments representing 20% to 50% ownership interests in other companies are accounted for using the equity method. For those majority-owned subsidiaries that are not 100% owned by Hasbro, the interests of the minority owners are accounted for as noncontrolling interests.
All intercompany balances and transactions have been eliminated.
Fiscal Year
Hasbro’s fiscal year ends on the last Sunday in December. The fiscal years ended December 27, 2020, December 29, 2019, and December 30, 2018 were all fifty-two week periods.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include all cash balances and highly liquid investments purchased with an initial maturity to the Company of three months or less. Under the Company's production financing facilities, certain of the Company's cash is restricted while the financing is outstanding. At December 27, 2020, $73,168 of the Company's cash was restricted by such facilities. See Production Financing below and note 11 for further details.
Marketable Securities
Included in marketable securities at December 29, 2019 were investments in private investment funds. These investments were included in prepaid expenses and other current assets in the accompanying consolidated balance sheets, and, due to the nature and business purpose of these investments, the Company had selected the fair value option which requires the Company to record the unrealized gains and losses on these investments in the consolidated statements of operations at the time they occur. As part of its global cash management strategy, the Company sold all of its private investment fund positions during 2020. Marketable securities also include common stock in a public company arising from a business relationship. This type of investment is also included in prepaid expenses and other current assets in the accompanying consolidated balance sheets; however, due to its nature and business purpose, the Company records unrealized gains and losses in accumulated other comprehensive loss in the consolidated balance sheets until it is sold or the decline in value is deemed to be other than temporary, at which point the gains or losses will be recognized in the consolidated statements of operations.
Accounts Receivable and Allowance for Credit Losses
Credit is granted to customers predominantly on an unsecured basis. Credit limits and payment terms are established based on extensive evaluations made on an ongoing basis throughout the fiscal year with regard to the financial performance, cash generation, financing availability and liquidity status of each customer. The majority of customers are formally reviewed at least annually; more frequent reviews are performed based on the customer’s financial condition and the level of credit being extended. For customers on credit who are experiencing financial difficulties, management performs additional financial analyses before shipping orders. The Company uses a variety of financial transactions, based on availability and cost, to increase the collectability of certain of its accounts, including letters of credit, credit insurance, and requiring cash in advance of shipping.
The Company records an allowance for credit losses for accounts receivable based on management’s expected credit losses. Management's estimate of expected credit losses is based on its assessment of the business environment, customers’ financial condition, historical collection experience, accounts receivable aging and customer disputes.
Accounts receivable, net on the consolidated balance sheet represents amounts due from customers less the allowance for credit losses as well as allowances for discounts, rebates and returns.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. The amendments in this update provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The standard update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For public companies, this standard became effective for annual reporting periods beginning after December 15, 2019, and early adoption was permitted. The Company adopted the standard in the first quarter of 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements.
Inventories
Inventories are valued at the lower of cost (first-in, first-out) or net realizable value. Based upon a consideration of quantities on hand, actual and projected sales volume, anticipated product selling price and product lines planned to be discontinued, slow-moving and obsolete inventory is written down to its estimated net realizable value. At both December 27, 2020 and December 29, 2019, substantially all inventory is comprised of finished goods.
Equity Method Investment
For the Company’s equity method investments, only the Company’s investment in and amounts due to and from the equity method investment are included in the consolidated balance sheets and only the Company’s share of the equity method investment’s earnings (losses) is included in other (income) expense, net in the consolidated statements of operations. Dividends, cash distributions, loans or other cash received from the equity method investment, additional cash investments, loan repayments or other cash paid to the investee are included in the consolidated statements of cash flows.
The Company reviews its equity method investments for impairment on a periodic basis. If it has been determined that the fair value of the equity investment is less than its related carrying value and that this decline is other-than-temporary, the carrying value of the investment is adjusted downward to reflect these declines in value. The Company has one significant equity method investment, its 40% interest in a joint venture with Discovery Communications, Inc. (“Discovery”).
The Company and Discovery are party to an option agreement with respect to this joint venture. The Company has recorded a liability for this option agreement at fair value which is included in other liabilities in the consolidated balance sheets. Unrealized gains and losses on this option are recognized in the consolidated statements of operations as they occur.
See notes 7 and 14 for additional information.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Noncontrolling Interests
The financial results and position of the noncontrolling interests acquired through the acquisition of eOne are included in their entirety in the Company’s consolidated statements of operations and consolidated balance sheets beginning with the first quarter of 2020. The value of the redeemable noncontrolling interests is presented in the consolidated balance sheets as temporary equity between liabilities and shareholders' equity. The value of the non-redeemable noncontrolling interests is presented in the consolidated balance sheets within total shareholders' equity. Earnings (losses) attributable to the redeemable noncontrolling interests and non-redeemable noncontrolling interests are presented as a separate line on the consolidated statements of operations which is necessary to identify those earnings (losses) specifically attributable to Hasbro. A breakout of the redeemable noncontrolling interests and non-redeemable noncontrolling interests acquired is listed below.
| Name | Country of Incorporation | Ownership Interest | Proportion Held | Principal Activity | ||||||||||||||||||||||
| Astley Baker Davies Limited | England and Wales | Nonredeemable | 70 | % | Ownership of intellectual property | |||||||||||||||||||||
| Whizz Kid Entertainment Limited (1) | England and Wales | Redeemable | 100 | % | Production of television programs | |||||||||||||||||||||
| MR Productions Holdings, LLC | United States | Redeemable | 75 | % | Film development | |||||||||||||||||||||
| Renegade Entertainment, LLC | United States | Redeemable | 65 | % | Production of television programs | |||||||||||||||||||||
| Round Room Live, LLC | United States | Nonredeemable | 60 | % | Production of live events |
(1) In the third quarter of 2020, Entertainment One U.K. Holdings Ltd., a subsidiary of the Company, acquired the remaining 30% of Whizz Kid Entertainment Limited that it did not already own, making it a wholly owned affiliate of the Company.
Property, Plant and Equipment, Net
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using accelerated and straight-line methods to depreciate the cost of property, plant and equipment over their estimated useful lives. The principal lives, in years, used in determining depreciation rates of various assets are: land improvements 15 to 19, buildings and improvements 15 to 25 and machinery and equipment (including computer hardware and software) 3 to 12. Depreciation expense is classified in the consolidated statements of operations based on the nature of the property and equipment being depreciated. Tools, dies and molds are depreciated over their useful lives, which is generally three years, using an accelerated method. The Company generally owns all tools, dies and molds related to its products.
Property, plant and equipment, net is reviewed for impairment whenever events or circumstances indicate the carrying value may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the asset or related asset group to future undiscounted cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized would be measured by the amount by which the carrying value of the assets exceeds their fair value wherein the fair value is the appraised value. Furthermore, assets to be disposed of are carried at the lower of the net book value or their estimated fair value less disposal costs.
Goodwill and Other Intangible Assets, Net
Goodwill results from acquisitions the Company has made over time. Substantially all of the Company's other intangible assets consist of the cost of acquired product rights. In establishing the value of such rights, the Company considers existing trademarks, copyrights, patents, license agreements and other product-related rights. These rights were valued on their acquisition dates based on the anticipated future cash flows from the underlying product lines. The Company has certain intangible assets related to the Tonka and Milton Bradley acquisitions that have indefinite lives.
Goodwill and intangible assets deemed to have indefinite lives are not amortized and are tested for impairment at least annually. The annual goodwill test begins with a qualitative assessment, where qualitative factors and their impact on critical inputs are assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company determines that a reporting unit has an indication of impairment based on the qualitative assessment, it is required to perform a quantitative assessment.
During the fourth quarters of 2020 and 2019, the Company performed a qualitative goodwill assessment with respect to each of its reporting units, including an assessment of eOne. Our assessment included the consideration of COVID-19 and the impact to our business in 2020. We determined that it was not necessary to perform a quantitative assessment for the goodwill of the reporting units in either year.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
During the fourth quarter of 2018, the Company recorded a non-cash impairment charge of $86,253 within administrative expense and in the Company’s Entertainment, Licensing and Digital segment, which was the full amount of remaining goodwill associated with the Backflip reporting unit. See further discussion in note 6.
Based on its qualitative assessment of goodwill for all reporting units with the exception of Backflip, the Company concluded there was no other impairment of goodwill during 2018.
The remaining intangible assets having definite lives are being amortized over periods ranging from two to twenty-five years, primarily using the straight-line method.
The Company reviews other intangible assets with definite lives for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset or asset group. If such assets were considered to be impaired, the impairment to be recognized would be measured by the amount by which the carrying value of the assets exceeds their fair value wherein that fair value is determined based on discounted cash flows.
During 2020, the Company determined that certain of its definite-lived intangible entertainment and production assets related to properties, from both the legacy Hasbro business as well as properties acquired through the eOne Acquisition, were impaired. It was determined that the carrying values of these intangible assets exceeded their related future cash flows. As a result, charges of $20,047 and $30,662 were recorded in the first and fourth quarters, respectively, within acquisition and related costs in the Company's Consolidated Statement of Operations.
In 2019 there were no intangible asset impairments recorded. In the fourth quarter of 2018, the Company recorded non-cash impairments of $31,303. See further discussion in note 6.
Financial Instruments
Hasbro’s financial instruments include cash and cash equivalents, accounts receivable, short-term borrowings, accounts payable and certain accrued liabilities. At December 27, 2020, the carrying cost of these instruments approximated their fair value. The Company’s financial instruments at December 27, 2020 also include long-term borrowings (see note 11 for carrying cost and related fair values) as well as certain assets and liabilities measured at fair value (see notes 14 and 18).
Production Financing
Production financing relates to financing facilities for certain of the Company's television and film productions. Beginning in the first quarter of 2020 with the acquisition of eOne, the Company funded certain of its television and film productions using production financing facilities. Production financing facilities are secured by the assets and future revenues of the individual production subsidiaries, typically have maturities of less than two years while the
titles are in production, and are repaid once the production is delivered and all tax credits, broadcaster pre-sales and international sales have been received. In connection with the production of a television or film program, the Company records initial cash outflows within cash flows from operating activities due to its investment in the production and concurrently records cash inflows within cash flows from financing activities from the production financing it normally obtains. Under these facilities, certain of the Company's cash is restricted while the financing is outstanding. At December 27, 2020, $73,168 of the Company's cash was restricted by such facilities. For further details, see note 11.
Revenue Recognition
Revenue is recognized when control of the promised goods, intellectual property or production is transferred to the customers or licensees, in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
The majority of the Company’s revenues are derived from sales of finished products to customers. Revenues from sales of finished products to customers accounted for 77%, 91% and 92% of the Company’s revenues for the years ended December 27, 2020, December 29, 2019 and December 30, 2018, respectively. When determining whether control of the finished products has transferred to the customer, the Company considers any future performance obligations. Generally, the Company has no post-shipment obligation on sales of finished products to customers and revenues from product sales are recognized upon passing of title to the customer, which is generally at the time of shipment. Any shipping and handling activities that are performed by the Company, whether before or after a customer has obtained control of the products, are considered activities to fulfill our obligation to transfer the products, and are recorded as incurred within selling, distribution, and administration expenses. The Company offers various discounts, rebates, allowances, returns, and markdowns to its customers (collectively, “allowances”), all of which are considered when determining the transaction price. Certain allowances are fixed and determinable at the time of sale and are recorded at the time of sale as a reduction to revenues. Other allowances can vary depending on future outcomes such as customer sales volume (“variable consideration”). The Company estimates the amount of variable consideration using the expected value method. In estimating the amount of variable consideration using the expected value method, the Company considers various factors including but not limited to: customer terms, historical experience, any expected deviations from historical experience, and existing or expected market conditions. The Company then records an estimate of variable consideration as a reduction to revenues at the time of sale. The Company adjusts its estimate of variable consideration at least quarterly or when facts and circumstances used in the estimation process may change. Historically, adjustments to estimated variable consideration have not been material.
The Company enters into contracts to license its intellectual property, which consists of its brands, in various channels including but not limited to: consumer products such as apparel or home goods, within formats such as on-line and digital games, within venues such as theme parks, or within formats such as motion picture films. The licensees pay the Company either a sales-based or usage-based royalty, or a combination of both, for use of the brands, in some cases subject to minimum guaranteed amounts or fixed fees. The license of the Company’s brands provide access to the intellectual property over the term of the license, generally without any other performance obligation of the Company other than keeping the intellectual property active, and is therefore considered a right-to-access license of symbolic intellectual property. The Company records sales-based or usage-based royalty revenues for right-to-access licenses at the occurrence of the licensees’ subsequent sale or usage. When the arrangement includes a minimum guarantee, the Company records the minimum guarantee on a ratable basis over the term of the license period and does not record the sales-based or usage-based royalty revenues until they exceed the minimum guarantee.
The Company also produces, sells and licenses music, television and film content for distribution to third parties in formats that include broadcast, digital streaming, transactional and theatrical. These are intellectual property licenses where the licensees pay either a fixed fee for the content license or a variable fee in the form of a sales based royalty. The content that the Company delivers to its licensees typically has stand-alone functionality, generally without any other performance obligation of the Company, and is therefore considered a right-to-use license of functional intellectual property. The Company records revenues for right-to-use licenses once the license period has commenced and the licensee has the ability to use the delivered content. In arrangements where the licensee pays the Company a fixed fee for multiple seasons or multiple series of programming, arrangement fees are recorded as revenues based upon their relative fair values. The Company also earns advertising revenues from certain content made available on free to consumer, streaming video on demand platforms where the Company earns a portion of the advertising revenues earned by the service provider. The performance obligation is met and revenue is recorded, when the user accesses the Company’s content through the streaming platform.
The Company also develops application-based digital games featuring its brands within the games, such as Magic The Gathering: Arena. The Company does not charge a fee to the end users for the download of the games or the ability to play the games. The end users make in-application purchases of virtual currencies with such purchased virtual currencies to be used in the games. The Company records revenues from in-application purchases based on either the usage patterns of the players or the player’s estimated life, depending on the nature of the game item purchased in exchange for virtual currency. For items recognized over the player's estimated life, the Company currently recognizes digital game's revenues within six months of purchase. The Company controls all aspects of the digital goods delivered to the consumer. In the case of Magic the Gathering:Arena, the Company hosts the game on its own platform and therefore is the principal and records the gross revenues within Net Revenues in our Consolidated Statements of Operations.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Costs of Sales
Cost of sales primarily consists of purchased materials, labor, tooling, manufacturing overheads and other inventory-related costs such as obsolescence.
Investment in Productions and Acquired Content Rights and Program Cost Amortization
The Company incurs costs in connection with the production of television programming and motion pictures. These costs are capitalized by the Company as they are incurred and amortized using the individual-film-forecast method, whereby these costs are amortized in the proportion that the current year’s revenues bear to management’s estimate of total ultimate revenues as of the beginning of such period related to the program. Ultimate revenue estimates are periodically reviewed and adjustments, if any, will result in changes to amortization rates and estimated accruals for residuals and participations. Ultimate revenue includes estimates over a period not to exceed ten years following the date of release of the production. Ultimate revenue used in amortization of acquired content rights is estimated over the life of the acquired rights but no longer than a period of ten years. These capitalized costs are reported at the lower of cost, less accumulated amortization, or fair value, and reviewed for impairment when an event or change in circumstances occurs that indicates that impairment may exist. The fair value is determined using a discounted cash flow model which is primarily based on management’s future revenue and cost estimates. Certain of these agreements require the Company to pay minimum guaranteed advances ("MGs") for participations and residuals. MGs are recognized in the consolidated balance sheets when a liability arises, usually on delivery of the television or film program to the Company. The current portion of MGs are recorded as Payables and Accrued Liabilities and the long-term portion are recorded as Other Liabilities.
In March 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2019-02 (ASU 2019-02) Entertainment-Films-Other Assets-Film Costs (Subtopic 926-20) and Entertainment-Broadcasters-Intangibles-Goodwill and Other (Subtopic 920-350) - Improvements to Accounting for Costs of Films and License Agreements for Program Materials. The amendments in this update align cost capitalization of episodic television series production costs with that of film production cost capitalization. In addition, this update addresses impairment testing procedures with regard to film groups, when a film or license agreement is expected to be monetized with other films and/or license agreements. The intention of this update is to align accounting treatment with changes in production and distribution models within the entertainment industry and to provide increased transparency of information provided to users of financial statements about produced and licensed content. For public companies, this standard is effective for annual reporting periods beginning after December 15, 2019, and early adoption was permitted. The Company adopted the standard in the first quarter of 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements.
Royalties
The Company enters into license agreements with strategic partners, inventors, designers and others for the use of intellectual properties in its products. In addition, the Company enters into minimum guarantee royalty arrangements related to the purchase of film and television rights for content to be delivered in the future. These agreements may call for payment in advance or future payment of minimum guaranteed amounts. Amounts paid in advance are recorded as an asset and charged to expense when the related revenue is recognized in the consolidated statements of operations. If all or a portion of the minimum guaranteed amounts appear not to be recoverable through future use of the rights obtained under the license, the non-recoverable portion of the guaranty is charged to expense at that time.
Advertising
Production costs of commercials are expensed in the fiscal year during which the production is first aired. The costs of other advertising and promotion programs are expensed in the fiscal year incurred.
Shipping and Handling
Hasbro expenses costs related to the shipment and handling of goods to customers as incurred. For 2020, 2019 and 2018, these costs were $227,969, $218,742 and $206,307, respectively, and are included in selling, distribution and administration expenses.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Operating Leases
Prior to 2019 Hasbro recorded lease expense on a straight-line basis inclusive of rent concessions and increases. Reimbursements from lessors for leasehold improvements were deferred and recognized as a reduction to lease expense over the remaining lease term.
In February 2016, the FASB issued Accounting Standards Update 2016-02 (ASU 2016-02), Leases (Topic 842), which requires lessees to recognize a right-of-use asset and a lease liability for virtually all leases. The liability is based on the present value of lease payments and the asset is based on the liability. For income statement purposes, a dual model was retained requiring leases to be either classified as an operating lease or finance lease. Operating leases result in straight-line expense while finance leases result in a front-loaded expense pattern. The Company adopted ASU-2016-02 on December 31, 2018, the first day of fiscal 2019 . For all leases, the terms were evaluated, including extension and renewal options as well as the lease payments associated with the leases. As a result of the adoption of the standard, in the first quarter of 2019, the Company recorded right-of-use assets of $121,230 and lease liabilities of $139,520. The Company’s results of operations were not impacted by this standard. The adoption of this standard did not have an impact on the Company’s cash flows. For further details, see note 17.
Income Taxes
Hasbro uses the asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred taxes are measured using rates expected to apply to taxable income in years in which those temporary differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. Actual operating results in future years could differ from our current assumptions, judgments and estimates. However, we believe that it is more likely than not that most of the deferred tax assets recorded on our Consolidated Balance Sheets will ultimately be realized. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. As of December 27, 2020, the valuation allowance of $174,185 was primarily related to net operating losses acquired as part of the eOne acquisition. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
The Company uses a two-step process for the measurement of uncertain tax positions that have been taken or are expected to be taken in a tax return. The first step is a determination of whether the tax position should be recognized in the consolidated financial statements. The second step determines the measurement of the tax position. The Company records potential interest and penalties on uncertain tax positions as a component of income tax expense.
Foreign Currency Translation
Foreign currency assets and liabilities are translated into U.S. dollars at period-end exchange rates, and revenues, costs and expenses are translated at weighted average exchange rates during each reporting period. Net earnings include gains or losses resulting from foreign currency transactions and, when required, translation gains and losses resulting from the use of the U.S. dollar as the functional currency in highly inflationary economies. Other gains and losses resulting from translation of financial statements are a component of other comprehensive earnings (loss).
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Pension Plans, Postretirement and Postemployment Benefits
Pension expense and related amounts in the consolidated balance sheets are based on actuarial computations of current and future benefits. Actual results that differ from the actuarial assumptions are accumulated and, if outside a certain corridor, amortized over future periods and, therefore affect recognized expense in future periods. The corridor used for this purpose is equal to 10% of the greater of plan liabilities or market asset values, and future periods vary by plan, but generally equal the actuarially determined average expected future working lifetime of active plan participants. The Company’s policy is to fund amounts which are required by applicable regulations and which are tax deductible. The estimated amounts of future payments to be made under other retirement programs are being accrued currently over the period of active employment and are also included in pension expense. Hasbro has a contributory postretirement health and life insurance plan covering substantially all employees who retired under any of its United States defined benefit pension plans prior to January 1, 2020, and meet certain age and length of service requirements. During the fourth quarter of 2019, with the approval of the Compensation Committee of the Company's Board of Directors, the Company announced the elimination of the contributory post-retirement health and life insurance coverage for employees whose retirement eligibility begins after December 31, 2019. See note 16 for further discussion.
The cost of providing these benefits on behalf of employees who retired prior to 1993 has been substantially borne by the Company.
The cost of providing benefits on behalf of eligible employees who retire after 1992 is borne by the employee. It also has several plans covering certain groups of employees, which may provide benefits to such employees following their period of employment but prior to their retirement. The Company measures the costs of these obligations based on actuarial computations.
In February 2018, the Compensation Committee of the Company's Board of Directors approved a resolution to terminate the Company's U.S. defined benefit pension plan ("U.S. Pension Plan"). During the first quarter of 2018 the Company commenced the U.S. Pension Plan termination process and received regulatory approval during the fourth quarter of 2018. During the second quarter of 2019, the Company settled all remaining benefits directly with vested participants electing a lump sum payout, and purchased a group annuity contract from Massachusetts Mutual Life Insurance Company to administer all future payments to remaining U.S. Pension Plan participants. Upon settlement of the pension liability, which occurred in May 2019, the Company recognized a non-operating settlement charge of $110,777, and an additional settlement charge of $185 in December 2019, related to pension losses, reclassified from accumulated other comprehensive loss to other (income) expense in the Company's consolidated statements of operations, adjusted for market conditions and settlement costs at benefit distribution.
Stock-Based Compensation
The Company has a stock-based employee compensation plan for employees and non-employee members of the Company’s Board of Directors. Under this plan the Company may grant stock options at or above the fair market value of the Company’s stock, as well as restricted stock, restricted stock units and contingent stock performance awards. All awards are measured at fair value at the date of the grant and amortized as expense on a straight-line basis over the requisite service period of the award. For awards contingent upon Company performance, the measurement of the expense for these awards is based on the Company’s current estimate of its performance over the performance period. See note 15 for further discussion.
Risk Management Contracts
Hasbro uses foreign currency forward contracts to mitigate the impact of currency rate fluctuations on firmly committed and projected future foreign currency transactions. These over-the-counter contracts, which hedge future purchases of inventory and other cross-border currency requirements not denominated in the functional currency of the business unit, are primarily denominated in United States, Canadian and Hong Kong dollars as well as Euros and British pound sterling. All contracts are entered into with a number of counterparties, all of which are major financial institutions. The Company believes that a default by a counterparty would not have a material adverse effect on the financial condition of the Company. Hasbro does not enter into derivative financial instruments for speculative purposes.
At the inception of the contracts, Hasbro designates its derivatives as either cash flow or fair value hedges. The Company formally documents all relationships between hedging instruments and hedged items as well as its risk management objectives and strategies for undertaking various hedge transactions. All hedges designated as
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
cash flow hedges are linked to forecasted transactions and the Company assesses, both at the inception of the hedge and on an on-going basis, the effectiveness of the derivatives used in hedging transactions in offsetting changes in the cash flows of the forecasted transaction.
The Company records all derivatives, such as foreign currency exchange contracts, on the consolidated balance sheets at fair value. Changes in the derivative fair values that are designated as cash flow hedges and are effective are deferred and recorded as a component of Accumulated Other Comprehensive Loss (“AOCE”) until the hedged transactions occur and are then recognized in the consolidated statements of operations. The ineffective portion of a hedging derivative, if any, is recognized immediately in the consolidated statements of operations in other (income) expense. The Company’s foreign currency contracts hedging anticipated cash flows are designated as cash flow hedges. When it is determined that a derivative is not highly effective as a hedge, the Company discontinues hedge accounting prospectively. Any gain or loss deferred through that date remains in AOCE until the forecasted transaction occurs, at which time it is reclassified to the consolidated statements of operations. To the extent the transaction is no longer deemed probable of occurring, hedge accounting treatment is discontinued and amounts deferred would be reclassified to the consolidated statements of operations. In the event hedge accounting requirements are not met, gains and losses on such instruments are included in the consolidated statements of operations. The Company uses derivatives to economically hedge intercompany loans denominated in foreign currencies. The Company does not use hedge accounting for these contracts as changes in the fair value of these contracts are substantially offset by changes in the fair value of the intercompany loans.
During the third quarter of 2019, the Company hedged a portion of its exposure to fluctuations in the British pound sterling in relation to the Entertainment One Ltd. ("eOne") acquisition purchase price and other transaction related costs using a series of both foreign exchange forward and option contracts. These contracts did not qualify for hedge accounting and as such, were marked to market through the Company's Consolidated Statement of Operations. For tax purposes these contracts qualified as nontaxable integrated tax hedges. The Company recorded realized gains of $79,990 on matured contracts to other (income) expense, net for the year ended December 29, 2019. These contracts matured on December 30, 2019 (the closing date of the transaction) and net gains or losses recognized on these contracts in 2020 were immaterial.
Prior to the issuance of certain long-term Notes due 2021 and 2044, the Company entered into a forward-starting interest rate swap contract to hedge the anticipated U.S. Treasury interest rates on the anticipated debt issuance. These instruments, which were designated and effective as hedges, were terminated on the date of the related debt issuance and the then fair value of these instruments was recorded to AOCE and amortized through the consolidated statements of operations using an effective interest rate method over the life of the related debt.
Net Earnings Per Common Share
Basic net earnings per share is computed by dividing net earnings by the weighted average number of shares outstanding for the year as well as awards that have not been issued but all contingencies have been met. Diluted net earnings per share is similar except that the weighted average number of shares outstanding is increased by dilutive securities, and net earnings are adjusted, if necessary, for certain amounts related to dilutive securities. Dilutive securities include shares issuable upon exercise of stock options for which the market price exceeds the exercise price, less shares which could have been purchased by the Company with the related proceeds. Dilutive securities also include shares issuable under restricted stock unit award agreements. Options and restricted stock unit awards totaling 2,842, 928 and 1,077 for 2020, 2019, and 2018, respectively, were excluded from the calculation of diluted earnings per share because to include them would have been antidilutive.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
A reconciliation of net earnings and average number of shares for each of the three fiscal years ended December 27, 2020 is as follows:
| 2020 | 2019 | 2018 | |||||||||||||||||||||||||||||||||
| Basic | Diluted | Basic | Diluted | Basic | Diluted | ||||||||||||||||||||||||||||||
| Net earnings attributable to Hasbro, Inc. | $ | 222,519 | 222,519 | 520,454 | 520,454 | 220,434 | 220,434 | ||||||||||||||||||||||||||||
| Average shares outstanding | 137,260 | 137,260 | 127,896 | 127,896 | 126,132 | 126,132 | |||||||||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||||||||||||||
| Options and other share-based awards | — | 294 | — | 603 | — | 758 | |||||||||||||||||||||||||||||
| Equivalent shares | 137,260 | 137,554 | 127,896 | 128,499 | 126,132 | 126,890 | |||||||||||||||||||||||||||||
| Net earnings per share attributable to Hasbro, Inc. | $ | 1.62 | 1.62 | 4.07 | 4.05 | 1.75 | 1.74 |
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
(2) Revenue Recognition
In addition to the required disclosures below, please see further discussion of the Company's revenue recognition policy in note 1.
Contract Assets and Liabilities
A contract asset is defined as an entity’s right to consideration for goods or services that the entity has transferred to a customer. A contract liability is defined to occur if the customer’s payment of consideration precedes the entity’s performance and represents the entity’s obligation to transfer goods or services to a customer for which the entity has received consideration. The Company occasionally will require payment from customers for finished product in advance of the customer receiving control of the finished product. In these situations, the Company defers revenue on the advanced payment until the customer has control of the finished product, generally within the next month. Within our Entertainment, Licensing and Digital segment and our eOne segment the Company may receive royalty payments from licensees in advance of the licensees’ subsequent sales to their customers, or in advance of the Company’s performance obligation being satisfied. In addition, the Company may receive payments from its digital gaming business in advance of the recognition of the revenues. The Company defers revenues on these advanced payments until its performance obligation is satisfied and records the aggregate deferred revenues as contract liabilities. The current portion of contract liabilities were recorded within Accrued Liabilities and the long-term portion were recorded as Other Non-current Liabilities in the Company’s consolidated balance sheets. The Company records contract assets in the case of minimum guarantees that are being recognized ratably over the term of the respective license periods which varies based on sales over and above the contracts’ minimum guarantee. The current portion of contract assets were recorded in Prepaid Expenses and Other Current Assets, respectively, and the long-term portion were recorded as Other Long-Term Assets.
At December 27, 2020 and December 29, 2019, the Company had the following contract assets and liabilities in its consolidated balance sheets:
| December 27, 2020 | December 29, 2019 | ||||||||||
| Assets | |||||||||||
| Contract assets - current | $ | 284,418 | 32,182 | ||||||||
| Contract assets - long term | 77,002 | 14,777 | |||||||||
| Total | $ | 361,420 | 46,959 | ||||||||
| Liabilities | |||||||||||
| Contract liabilities - current | $ | 161,018 | 48,465 | ||||||||
| Contract liabilities - long term | 18,163 | 10,051 | |||||||||
| Total | $ | 179,181 | 58,516 |
For the year ended December 27, 2020, the Company recognized all of the contract assets and $14,507 of contract liabilities that were included in the December 29, 2019 balances.
In connection with the Company’s acquisition of eOne, the Company acquired $267,566 of contract assets, of which $223,901 were recorded in Prepaid Expenses and Other Current Assets and $43,665 were recorded in Other Long-term Assets, within the Company’s consolidated balances sheets. In addition, the Company acquired deferred revenues from eOne in the amount of $112,578, of which $105,161 were recorded in Accrued Liabilities and $7,417 were recorded in Other Non-current Liabilities within the Company's consolidated balance sheets. For the year ended December 27, 2020, the Company recognized all revenues related to the acquired current contract liabilities.
Contract assets and liabilities attributable to eOne represent approximately 78% and 59% of total contract asset balances and total contract liability balances, respectively, as of December 27, 2020.
Unsatisfied performance obligations relate primarily to in-production television content to be delivered in the future under existing agreements with partnering content providers such as broadcasters, distributors, television networks and subscription video on demand services. As of December 27, 2020, unrecognized revenue attributable to unsatisfied performance obligations expected to be recognized in the future was $314,164. Of this amount, we expect to recognize approximately $280,197 in 2021, $17,871 in 2022, and $16,096 in 2023. These amounts include only fixed consideration.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Accounts Receivable and Allowance for Credit Losses
The Company’s accounts receivable on the consolidated balance sheets as of December 27, 2020 and December 29, 2019 are primarily from contracts with customers. In the year ended December 30, 2018, the Company recorded a charge for credit losses for accounts receivable of approximately $49,000 related to Toys“R”Us. The Company had no other material expense for credit losses in the years ended December 27, 2020, December 29, 2019, or December 30, 2018.
Disaggregation of revenues
The Company disaggregates its revenues from contracts with customers by segment: US and Canada, International, Entertainment, Licensing and Digital, eOne and Global Operations. The Company further disaggregates revenues within its International segment by major geographic region: Europe, Latin America, and Asia Pacific. Finally, the Company disaggregates its revenues by brand portfolio into five brand categories: Franchise Brands, Partner Brands, Hasbro Gaming, Emerging Brands and TV/Film/Entertainment. We believe these collectively depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. See note 21 for further information.
(3) Business Combination
On December 30, 2019, the Company completed its acquisition of eOne, a global independent studio that specializes in the development, acquisition, production, financing, distribution and sales of entertainment content. eOne's principal brand, PEPPA PIG, which was launched in the United Kingdom in May 2004, entertains preschool children worldwide with much of its historical revenue generated through licensing and merchandising programs across multiple retail categories. eOne’s portfolio of preschool brands also includes PJ MASKS.
The addition of eOne accelerates the Company's brand blueprint strategy by expanding our brand portfolio with eOne's global preschool brands, adding proven TV and film expertise and executive leadership as well as by enhancing brand building capabilities and our storytelling capabilities to strengthen Hasbro brands.
The all-cash transaction was valued at approximately £2,900,000 based on the consideration of £5.60 per common share of eOne. Converted at the rate of $1.31 USD/GBP on December 30, 2019, the cash consideration for shares outstanding was approximately $3,658,000. The Company also redeemed eOne's outstanding senior secured notes and paid off the debt outstanding under eOne's revolving credit facility, which together represented approximately $831,000 of eOne's indebtedness. The total cash consideration transferred by the Company was approximately $4,635,000.
The total consideration transferred, in thousands of dollars except per share data, was as follows:
| Acquisition Consideration | |||||
| eOne common shares outstanding as of December 30, 2019 | 498,040 | ||||
| Cash consideration per share | $ | 7.35 | |||
| Total consideration for shares outstanding | 3,658,345 | ||||
| Cash consideration for employee share based payment awards outstanding | 145,566 | ||||
| Cash consideration for extinguishment of debt | 831,130 | ||||
| Total cash consideration | 4,635,041 | ||||
| Less: Employee awards to be recorded as future stock compensation expense | 47,399 | ||||
| Total consideration transferred | $ | 4,587,642 |
The Company financed the acquisition with proceeds from the following debt and equity financings: (1) the issuance of senior unsecured Notes in an aggregate principal amount of $2,375,000 in November 2019, (2) the issuance of 10,592 shares of common stock at a public offering price of $95.00 per share in November 2019 (resulting in net proceeds of $975,185) and (3) $1,000,000 in term loans provided by a term loan agreement, which were borrowed on the date of closing. See note 11 for further discussion of the issuance of the senior unsecured notes and term loan agreement.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
The acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations (“Topic 805”). Pursuant to Topic 805, the Company allocated the eOne purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, December 30, 2019. The excess of the purchase price over those fair values was recorded to goodwill. The Company's evaluations of the facts and circumstances available as of December 30, 2019, to assign fair values to assets acquired and liabilities assumed, including income tax related amounts, continued throughout 2020. As we completed further analysis of assets including program rights, investment in films and television content, intangible assets, as well as deferred revenue, noncontrolling interest, tax and certain other liabilities, additional information impacting the assets acquired, liabilities assumed and the related allocation thereof, became available. As a result, changes in information related to the net assets acquired, impacted the amount of the purchase price assigned to goodwill resulting in adjustments to the preliminary fair values set forth below, as additional information was obtained and valuations were completed. Provisional adjustments were recognized during the reporting period in which the adjustments were determined and are identified as measurement period adjustments below. The adjustments made to the fair value of acquired investments in productions and content and intangible assets did not result in material changes to the amortization expense recorded in previous quarters.
The following table summarizes our allocation of the December 30, 2019 eOne purchase price (in thousands of dollars), as adjusted during the year ended December 27, 2020:
| Initial Fair Value | Measurement Period Adjustments | Updated Fair Value | |||||||||||||||
| Cash, cash equivalents and restricted cash | $ | 183,713 | $ | (9,019) | $ | 174,694 | |||||||||||
| Accounts receivable, net | 259,061 | (622) | 258,439 | ||||||||||||||
| Inventories | 7,029 | — | 7,029 | ||||||||||||||
| Other current assets | 286,270 | (12,968) | 273,302 | ||||||||||||||
| Property, plant and equipment (including right of use assets) | 90,339 | 35,333 | 125,672 | ||||||||||||||
| Intangible assets | 1,055,249 | 751 | 1,056,000 | ||||||||||||||
| Content assets - IIC and IIP | 751,524 | (186,696) | 564,828 | ||||||||||||||
| Other assets | 183,209 | (58,688) | 124,521 | ||||||||||||||
| Short-term borrowings | (11,011) | (4,377) | (15,388) | ||||||||||||||
| Current portion of long-term debt | (60,533) | (60,498) | (121,031) | ||||||||||||||
| Accounts payable, and accrued liabilities | (761,086) | 100,244 | (660,842) | ||||||||||||||
| Long-term debt | (149,118) | 67,279 | (81,839) | ||||||||||||||
| Other liabilities | (262,644) | 19,087 | (243,557) | ||||||||||||||
| Noncontrolling interests | (63,541) | (6,041) | (69,582) | ||||||||||||||
| Estimated fair value of net assets acquired | 1,508,461 | (116,215) | 1,392,246 | ||||||||||||||
| Goodwill | 3,079,181 | 116,215 | 3,195,396 | ||||||||||||||
| Total purchase price | $ | 4,587,642 | $ | — | $ | 4,587,642 |
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Intangible assets consist of intellectual property associated with established brands, eOne artist relationships, eOne music catalogs and trademarks and tradenames with estimated useful lives ranging from 7 to 15 years, determined based on when the related cash flows are expected to be realized. The fair value of the intangible assets acquired was determined based on the estimated future cash flows to be generated from the acquired assets, considering assumptions related to contract renewal rates and estimated brand franchise revenue growth. The following table summarizes the intangible assets acquired as part of the eOne Acquisition for the year ended December 27, 2020:
| Intangible assets acquired | Weighted Average Amortization Period | Fair value | ||||||
| Established brands | 10 years | 615,000 | ||||||
| Trade names | 15 years | 100,000 | ||||||
| Artist relationships | 14 years | 100,000 | ||||||
| Music catalogs | 12 years | 120,000 | ||||||
| Other | 8 years | $ | 121,000 | |||||
| Total intangible assets acquired | 11 years | $ | 1,056,000 |
Investments in productions and content, or IIP and IIC, includes the fair value of completed films and television programs which have been produced by eOne or for which eOne has acquired distribution rights, as well as the fair value of films and television programs in production, pre-production and development. For films and television programs, fair values were estimated based on forecasted cash flows, discounted to present value. For titles less than 3 years old and titles in development, the content assets will be amortized using the individual film forecast method, wherein the amortization will phase to the revenues recognized. For titles over 3 years old, the estimated useful life is 10 years, and will be amortized straight-line over that period.
Deferred tax liabilities within other liabilities were adjusted to record the deferred tax impact of purchase price accounting adjustments, primarily related to intangible assets.
Other fair value adjustments were made to accounts, such as deferred revenue within accrued liabilities to reflect the fair value of the liability upon acquisition.
The former eOne senior notes were adjusted to fair value prior to extinguishment using quoted market values, and the fair value of the outstanding amounts under eOne's credit facility were estimated to approximate their carrying values.
Goodwill of $3,195,396 represents the excess of the purchase price over the fair value of the underlying tangible and identifiable intangible assets acquired and liabilities assumed. The acquisition goodwill represents the value placed on the combined company’s brand building capabilities, storytelling capabilities and franchise economics in TV, film and other mediums to strengthen Hasbro brands. In addition, the acquisition goodwill depicts added benefits of long-term profitable growth through in-sourcing toy and game production for the acquired preschool brands and cost-synergies, as well as future revenue growth opportunities. The goodwill recorded as part of this acquisition was allocated to the Company's reportable segments as follows: eOne: $2,241,396, U.S. and Canada: $521,217, International: $329,612, and Entertainment, Licensing and Digital: $103,171. The goodwill associated with the acquisition will not be amortized for financial reporting purposes and will not be deductible for federal tax purposes. See note 6 for further information on the Company's goodwill.
The following table summarizes net revenues and loss before income taxes, of eOne included in the Company's Consolidated Statement of Operations since the date of acquisition for the year ended December 27, 2020 (in thousands of dollars).
| Year Ended | ||||||||
| December 27, 2020 | ||||||||
| eOne: | ||||||||
| Net revenues | $ | 957,471 | ||||||
| Loss before income taxes | (112,378) |
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
In 2020 the Company incurred charges of $218,566 related to the eOne Acquisition, which are recorded in acquisition and related costs within the Company’s Consolidated Statement of Operations.
The acquisition and related costs for the year ended December 27, 2020 consist of the following:
-
Acquisition and integration costs of $145,169 including expense associated with the acceleration of eOne stock-based compensation and advisor fees settled at the closing of the acquisition, integration costs and impairment charges in the fourth quarter of 2020 for certain definite-lived intangible and other assets; and
-
Restructuring and related costs of $73,397 which includes severance and retention costs, as well as impairment charges in the first quarter of 2020 for certain definite-lived intangible and production assets.
Of the $218,566 acquisition and related charges recorded in 2020, $112,417 were included within the eOne segment and $20,831 were included within the Entertainment, Licensing and Digital segment. The remaining charges were included in Corporate and Eliminations.
In addition to the acquisition and related costs, the eOne loss before income taxes for the year ended December 27, 2020 includes $97,856 of amortization expense related to the acquired intangible assets noted above.
Pursuant to Topic 805, unaudited supplemental pro forma results of operations for the year ended December 29, 2019, as if the acquisition of eOne had occurred on December 31, 2018, the first day of the Company’s 2019 fiscal year are presented below (in thousands, except per share amounts):
| Year Ended | ||||||||
| December 29, 2019 | ||||||||
| Revenues | $ | 5,936,000 | ||||||
| Net earnings | 351,313 | |||||||
| Net earnings attributable to Hasbro, Inc. | 345,911 | |||||||
| Net earnings per common share attributable to Hasbro, Inc.: | ||||||||
| Diluted | $ | 2.51 | ||||||
| Basic | $ | 2.51 |
The Company acquired eOne on the first day of fiscal year 2020, as such our actual results reflect the acquisition occurring on the first day of the current period.
These pro forma results do not represent financial results that would have been realized had the acquisition occurred on December 31, 2018, nor are they intended to be a projection of future results.
The unaudited pro forma results include certain pro forma adjustments to net earnings that were directly attributable to the acquisition, as if the acquisition had occurred on December 31, 2018, including the following:
-
elimination of transaction costs of $24,267 for the year ended December 29, 2019, incurred by Hasbro and eOne related to the eOne Acquisition, included in Selling, Distribution and Administration;
-
additional amortization expense of $38,823 for the year ended December 29, 2019, that would have been recognized as a result of the allocation of purchase consideration to definite-lived intangible assets subject to amortization;
-
estimated differences in interest expense of $75,351 for the year ended December 29, 2019, as a result of incurring new debt and extinguishing historical eOne debt;
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
- total adjustments to Other (Income) Expense of $74,752 for the year ended December 29, 2019, consisting of:
◦elimination of a gain of $94,564 for the year ended December 29, 2019, related to the mark to market of foreign exchange forward and option contracts, which the Company entered into in order to hedge a portion of the British pound sterling purchase price for the eOne Acquisition; and
◦elimination of a charge of $19,812 for the year ended December 29, 2019, related to premiums paid by eOne in connection with the 2019 early redemption and refinancing of its senior secured notes and the related write-off of unamortized deferred finance charges associated with the senior secured notes;
- the income tax effect of the pro forma adjustments resulted in income tax benefits of $12,250 for the year ended December 29, 2019, calculated using a blended statutory income tax rate of 22.5% for the eOne adjustments, and a blended statutory tax rate of 21% for the Hasbro adjustments.
(4) Other Comprehensive Earnings (Loss)
Components of other comprehensive earnings (loss) are presented within the consolidated statements of comprehensive earnings. The following table presents the related tax effects on changes in other comprehensive earnings (loss) for each of the three fiscal years ended December 27, 2020.
| 2020 | 2019 | 2018 | |||||||||||||||
| Other comprehensive earnings (loss), tax effect: | |||||||||||||||||
| Tax (expense) benefit on unrealized holding (losses) gains | $ | (185) | $ | (150) | 581 | ||||||||||||
| Tax (expense) benefit on cash flow hedging activities | (3,433) | 223 | (930) | ||||||||||||||
| Tax benefit on foreign currency translation amounts | 2,059 | — | — | ||||||||||||||
| Tax benefit (expense) on changes in unrecognized pension amounts | 2,559 | (3,518) | 6,085 | ||||||||||||||
| Reclassifications to earnings, tax effect: | |||||||||||||||||
| Tax expense on cash flow hedging activities | 4,332 | 2,269 | 817 | ||||||||||||||
| Tax benefit on amortization of unrecognized pension and postretirement amounts reclassified to the consolidated statements of operations | (780) | (2,005) | (2,729) | ||||||||||||||
| Tax benefit on settlement of U.S. defined benefit plan | — | (24,966) | — | ||||||||||||||
| Total tax effect on other comprehensive earnings (loss) | $ | 4,552 | (28,147) | 3,824 |
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Changes in the components of accumulated other comprehensive earnings (loss), net of tax for each of the three fiscal years ended December 27, 2020 are as follows:
| Pension and Postretirement Amounts | Gains (Losses) on Derivative Instruments | Unrealized Holding Gains (Losses) on Available for-Sale Securities | Foreign Currency Translation Adjustments | Total Accumulated Other Comprehensive Earnings (Loss) | |||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||
| Balance at December 29, 2019 | $ | (36,129) | (5,232) | (230) | (142,629) | (184,220) | |||||||||||||||||||||||
| Current period other comprehensive earnings (loss) | (6,609) | 2,380 | 640 | 10,087 | 6,498 | ||||||||||||||||||||||||
| Reclassifications from AOCE to earnings | 2,021 | (19,252) | — | — | (17,231) | ||||||||||||||||||||||||
| Balance at December 27, 2020 | $ | (40,717) | (22,104) | 410 | (132,542) | (194,953) | |||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||
| Balance at December 30, 2018 | $ | (143,134) | 1,549 | (744) | (152,185) | (294,514) | |||||||||||||||||||||||
| Current period other comprehensive earnings (loss) | 14,850 | 11,678 | 514 | 9,556 | 36,598 | ||||||||||||||||||||||||
| Reclassifications from AOCE to earnings | 92,155 | (18,459) | — | — | 73,696 | ||||||||||||||||||||||||
| Balance at December 29, 2019 | $ | (36,129) | (5,232) | (230) | (142,629) | (184,220) | |||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||
| Balance at December 31, 2017 | $ | (110,971) | (32,827) | 1,034 | (96,661) | (239,425) | |||||||||||||||||||||||
| Adoption of ASU 2018-02 | (18,065) | (3,660) | 222 | — | (21,503) | ||||||||||||||||||||||||
| Current period other comprehensive earnings (loss) | (23,763) | 36,107 | (2,000) | (55,524) | (45,180) | ||||||||||||||||||||||||
| Reclassifications from AOCE to earnings | 9,665 | 1,929 | — | — | 11,594 | ||||||||||||||||||||||||
| Balance at December 30, 2018 | $ | (143,134) | 1,549 | (744) | (152,185) | (294,514) |
Gains (Losses) on Derivative Instruments
At December 27, 2020, the Company had remaining net deferred losses on foreign currency forward contracts, net of tax, of $5,581 in AOCE. These instruments hedge payments related to inventory purchased in the fourth quarter of 2020 or forecasted to be purchased from 2021 through 2022, intercompany expenses expected to be paid or received during 2021, television and movie production costs paid in 2020 or expected to be paid in 2021, and cash receipts for sales made at the end of the fourth quarter of 2020 or forecasted to be made in 2021 through 2022. These amounts will be reclassified into the consolidated statements of operations upon the sale of the related inventory or recognition of the related sales expenses.
In addition to foreign currency forward contracts, the Company entered into hedging contracts on future interest payments related to the long-term notes due 2021 and 2044. At the date of debt issuance, these contracts were terminated and the fair value on the date of settlement was deferred in AOCE and is being amortized to interest expense over the life of the related notes using the effective interest rate method. At December 27, 2020, deferred losses, net of tax, of $16,523 related to these instruments remained in AOCE. For the year ended December 27, 2020, losses, net of tax of $1,394 related to these hedging instruments were reclassified from AOCE to net earnings. For each of the years ended December 29, 2019 and December 30, 2018, losses, net of tax of $1,394, related to these hedging instruments were reclassified from AOCE to net earnings.
Of the net deferred losses included in AOCE at December 27, 2020, the Company expects approximately $7,502 to be reclassified to the consolidated statements of operations within the next 12 months. However, the amount ultimately realized in earnings is dependent on the fair value of the hedging instruments on the settlement dates.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
See notes 16 and 18 for additional discussion on reclassifications from AOCE to earnings.
(5) Property, Plant and Equipment
| 2020 | 2019 | ||||||||||
| Land and improvements | $ | 3,379 | 3,220 | ||||||||
| Buildings and improvements | 219,609 | 194,619 | |||||||||
| Machinery, equipment and software | 559,225 | 493,000 | |||||||||
| 782,213 | 690,839 | ||||||||||
| Less accumulated depreciation | 553,000 | 505,884 | |||||||||
| 229,213 | 184,955 | ||||||||||
| Tools, dies and molds, net of accumulated depreciation | 68,042 | 70,613 | |||||||||
| 297,255 | 255,568 | ||||||||||
| Right of use assets | 255,060 | 154,330 | |||||||||
| Less accumulated depreciation | 63,274 | 27,650 | |||||||||
| Total property, plant and equipment, net | $ | 489,041 | 382,248 |
Expenditures for maintenance and repairs which do not materially extend the life of the assets are charged to operations as incurred. In 2020, 2019 and 2018 the Company recorded $120,229, $133,528 and $139,255, respectively, of depreciation expense.
See note 17 for additional discussion on right of use assets.
(6) Goodwill and Intangible Assets
Goodwill
Changes in the carrying amount of goodwill, by operating segment, for the years ended December 27, 2020 and December 29, 2019 are as follows:
| U.S. and Canada | International | Entertainment, Licensing and Digital | eOne | Total | |||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||
| Balance at December 29, 2019 | $ | 291,577 | 170,218 | 32,789 | — | 494,584 | |||||||||||||||||||||||
| Acquired during the period | — | 353 | — | 3,079,181 | 3,079,534 | ||||||||||||||||||||||||
| Measurement period adjustments | — | — | — | 116,215 | 116,215 | ||||||||||||||||||||||||
| Allocation of eOne acquired Goodwill | 521,217 | 329,612 | 103,171 | (954,000) | — | ||||||||||||||||||||||||
| Foreign exchange translation | — | 153 | 1,223 | — | 1,376 | ||||||||||||||||||||||||
| Balance at December 27, 2020 | $ | 812,794 | 500,336 | 137,183 | 2,241,396 | 3,691,709 | |||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||
| Balance at December 30, 2018 | $ | 296,978 | 170,361 | 18,542 | — | 485,881 | |||||||||||||||||||||||
| Acquired during the period | — | — | 9,117 | — | 9,117 | ||||||||||||||||||||||||
| Wizards of the Coast Digital Reclassification | (5,401) | — | 5,401 | — | — | ||||||||||||||||||||||||
| Foreign exchange translation | — | (143) | (271) | — | (414) | ||||||||||||||||||||||||
| Balance at December 29, 2019 | $ | 291,577 | 170,218 | 32,789 | — | 494,584 |
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
The $3,195,749 of goodwill acquired during 2020 is attributable to the eOne acquisition and represents the value placed on the combined company’s brand building capabilities, our storytelling capabilities and franchise economics in TV, film and other mediums to strengthen Hasbro brands. In addition, the acquisition goodwill depicts added benefits of long-term profitable growth through in-sourcing toy and game production for the acquired preschool brands and cost-synergies, which are expected to impact all of the Company’s reporting segments. For this reason, a portion of the goodwill associated with the eOne acquisition was allocated to certain legacy reportable segments based on a calculated synergy value comprised of toy and game insourcing, labor cost-savings and certain other expected benefits. See note 3 for more information about the acquisition of eOne.
Goodwill in the amount of $9,117 acquired during 2019 is attributable to the Company's acquisition of Tuque Games ("Tuque") during October 2019. Tuque is a digital game development studio based in Montreal, Canada that will develop digital games for Wizards of the Coast brands.
During the first quarter of 2019, the Company realigned its financial reporting segments to include all digital gaming businesses within the re-named Entertainment, Licensing and Digital reporting segment. As a result of the realignment, a portion of the U.S. and Canada goodwill was reclassified to the Entertainment, Licensing and Digital segment based on the relative fair values of the reporting units.
A portion of the Company’s goodwill and other intangible assets reside in the Corporate segment of the business. For purposes of the goodwill impairment testing, these assets are allocated to the reporting units within the Company’s operating segments.
The Company performs an annual impairment assessment on goodwill. This annual impairment assessment is performed in the fourth quarter of the Company’s fiscal year. In addition, if an event occurs or circumstances change that indicate that the carrying value may not be recoverable, the Company will perform an interim impairment test at that time. Although COVID-19 has had and will continue to have an impact to our business and the economies in which we operate, the impact of COVID-19 did not constitute a triggering event for purposes of goodwill testing in 2020.
During the fourth quarter of 2020 the Company performed a qualitative goodwill assessment with respect to its reporting units including eOne, and determined that it was not necessary to perform a quantitative assessment for the goodwill of the reporting units.
During the fourth quarter of 2019, the Company performed a qualitative goodwill assessment with respect to its reporting units and determined that it was not necessary to perform a quantitative assessment for the goodwill of the reporting units.
During the fourth quarter of 2018, the Company took a number of actions to react to a rapidly changing mobile gaming industry that resulted in a modification to the Company’s long-term plan for its Backflip business. These modifications included organizational actions and related personnel changes, the extension of launch dates for game currently in or planned for development and the addition of partners for the development of future games releases. The modifications resulted in changes to the long-term projections for the Backflip business. The goodwill impairment analysis involved comparing the Backflip carrying value to its estimated fair value, which was calculated based on the Income Approach. Discounted cash flows serve as the primary basis for the Income Approach. The Company utilized forecasted cash flows for the Backflip reporting unit that included assumptions including but not limited to: expected revenues to be realized based on planned future mobile game releases, expected EBITDA margins derived in part based on expected future royalty costs, advertising and marketing costs, development costs, overhead costs, and expected future tax rates. The cash flows beyond the forecast period were estimated using a terminal value growth rate of 3%. To calculate the fair value of the future cash flows under the Income Approach, a discount rate of 19% was utilized, representing the reporting unit’s estimated weighted-average cost of capital. Based on the results of the impairment test, the Company determined that the carrying value of the Backflip reporting unit exceeded its estimated fair value. Based on this assessment, the Company recorded an impairment charge of $86,253 in the fourth quarter of 2018, in the Company’s Entertainment, Licensing and Digital segment, which was the full amount of remaining goodwill associated with the Backflip reporting unit.
Based on its qualitative assessment of goodwill for all reporting units with the exception of Backflip in 2018, the Company concluded there was no other impairment of goodwill during 2018.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Other Intangible Assets, Net
The following table represents a summary of the Company’s other intangible assets, net at December 27, 2020 and December 29, 2019:
| 2020 | 2019 | ||||||||||
| Acquired product rights | $ | 2,374,673 | 1,309,082 | ||||||||
| Licensed rights of entertainment properties | 45,000 | 30,501 | |||||||||
| Accumulated amortization | (964,576) | (769,016) | |||||||||
| Amortizable intangible assets | 1,455,097 | 570,567 | |||||||||
| Product rights with indefinite lives | 75,738 | 75,738 | |||||||||
| Total other intangibles assets, net | $ | 1,530,835 | 646,305 |
Certain intangible assets relating to rights obtained in the Company’s acquisition of Milton Bradley in 1984 and Tonka in 1991 are not amortized. These rights were determined to have indefinite lives and are included as product rights with indefinite lives in the table above. The Company tests these assets for impairment on an annual basis in the fourth quarter of each year or when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. The Company completed its annual impairment tests of indefinite-lived intangible assets in the fourth quarter of 2020, 2019, and 2018 concluding that there was no impairment of these assets. The Company’s other intangible assets are amortized over their remaining useful lives, and accumulated amortization of these other intangibles is reflected in other intangible assets, net in the accompanying consolidated balance sheets.
Intangible assets are reviewed for indications of impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable.
During 2020, the Company determined that certain of its definite-lived intangible entertainment and production assets related to properties, from both the legacy Hasbro business as well as properties acquired through the eOne Acquisition, were impaired. It was determined that the carrying values of these intangible assets exceeded their related future cash flows. As a result, charges of $20,047 and $30,662 were recorded in the first and fourth quarters, respectively, within acquisition and related costs in the Company's Consolidated Statement of Operations.
There were no other triggering events in 2020 or 2019 which would indicate the Company's intangible assets were impaired.
In the fourth quarter of 2018, the Company reviewed intangible assets recorded in connection with licensed property rights and owned technology. Due to a decline in revenue and revised projections for future revenue, it was determined that the intangible asset carrying values exceeded expected future cash flows, indicating that the intangible assets were impaired. The Company calculated the fair value of the intangible assets based on a discounted cash flow, which resulted in a charge of $31,303 recorded within administrative expense and in the Company’s Corporate and Eliminations segment.
Other than the intangible assets discussed above, no other indications of impairment existed. The Company will continue to incur amortization expense related to the use of acquired and licensed rights to produce various products. A portion of the amortization of these product rights will fluctuate depending on brand activation, related revenues during an annual period and future expectations, as well as rights reaching the end of their useful lives. The Company currently estimates amortization expense related to the above intangible assets for the next five years to be approximately:
| 2021 | $ | 126,711 | |||
| 2022 | 126,616 | ||||
| 2023 | 118,269 | ||||
| 2024 | 116,531 | ||||
| 2025 | 116,531 |
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
(7) Equity Method Investment
The Company owns an interest in a joint venture, Discovery Family Channel (the “Network”), with Discovery. The Company has determined that it does not meet the control requirements to consolidate the Network and accounts for the investment using the equity method of accounting. The Network was established to create a cable television network in the United States dedicated to high-quality children’s and family entertainment. In October 2009, the Company purchased an initial 50% share in the Network for a payment of $300,000 and certain future tax payments based on the value of certain tax benefits expected to be received by the Company. On September 23, 2014, the Company and Discovery amended their relationship with respect to the Network and Discovery increased its equity interest in the Network to 60% while the Company retained a 40% equity interest in the Network.
In connection with the amendment, the Company and Discovery entered into an option agreement to acquire the Company’s remaining 40% ownership in the Network, exercisable during the one-year period following December 31, 2021. The exercise price of the option agreement is based upon 80% of the then fair market value of the Network, subject to a fair market value floor. At December 27, 2020 and December 29, 2019, the fair market value of this option was $20,602 and $22,145, respectively, and was included as a component of other liabilities. During 2020, 2019 and 2018, the Company recorded (gains) losses of $1,543, $1,295 and $(540) in other (income) expense, net relating to the change in fair value of this option.
The Company also has a related liability due to Discovery under the existing tax sharing agreement. The balance of the associated liability, including imputed interest, was $19,880 and $22,755 at December 27, 2020 and December 29, 2019, respectively, and is included as a component of other liabilities in the accompanying consolidated balance sheets. During 2020, 2019 and 2018, the Company made payments under the tax sharing agreement to Discovery of $4,692, $4,760 and $7,087, respectively.
The Company has a license agreement with the Network that requires the payment of royalties by the Company to the Network based on a percentage of revenue derived from products related to television shows broadcast by the joint venture. The license includes a minimum royalty guarantee of $125,000, which was paid in five annual installments of $25,000 per year, commencing in 2009, which can be earned out over approximately a 12-year period. As of December 27, 2020 the Company had $15,063 of prepaid royalties related to this agreement, all of which are included in prepaid expenses and other current assets as the licensing agreement in place as of December 27, 2020 is ending in 2021. As of December 29, 2019 the Company's prepaid royalties related to this agreement were $26,941, of which $12,236 were included in prepaid expenses and other current assets and $14,705 of which were included in other assets. The Company and the Network are also parties to an agreement under which the Company will provide the Network with an exclusive first look in the U.S. to license certain types of programming developed by the Company based on its intellectual property. In the event the Network licenses the programming from the Company to air, it is required to pay the Company a license fee.
As of December 27, 2020 and December 29, 2019 the Company’s investment in the Network totaled $216,567 and $223,769, respectively. The Company’s share in the earnings of the Network for the years ended December 27, 2020, December 29, 2019 and December 30, 2018 totaled $21,841, $23,642 and $21,145, respectively, and is included as a component of other (income) expense, net in the consolidated statements of operations. The Company also enters into certain other transactions with the Network including the licensing of television programming and the purchase of advertising. During 2020, 2019 and 2018, these transactions were not material.
(8) Investments in Productions and Investments in Acquired Content Rights
In connection with the Company's acquisition of eOne, the Company acquired eOne's library of television and film and music content rights, which amounted to $627,873 as of December 27, 2020 and was recorded in other assets within the Company's consolidated balance sheets.
Investments in productions and investments in acquired content rights are predominantly monetized on a title-by-title basis and are recorded in the consolidated balance sheets to the extent they are considered recoverable against future revenues. These amounts are being amortized to program cost amortization using a model that reflects the consumption of the assets as they are released through various channels including broadcast licenses, theatrical release and home entertainment. Amounts capitalized are to be reviewed periodically on an individual film basis and if it appears that any portion of the unamortized amount is unrecoverable from future expected net
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
revenues, the unamortized balance will be expensed as part of program cost amortization during the period the loss becomes evident.
Programming costs are included in other assets and consist of the following at December 27, 2020 and December 29, 2019:
| 2020 | 2019 | ||||||||||
| Film and television programming | |||||||||||
| Released, less amortization | $ | 428,020 | 43,625 | ||||||||
| Completed, not released | 17,251 | — | |||||||||
| In production | 185,503 | 67,013 | |||||||||
| In development | 67,611 | 7,111 | |||||||||
| Other programming | |||||||||||
| Released, less amortization | 13,664 | — | |||||||||
| Completed, not released | 2,131 | — | |||||||||
| In production | 5,435 | — | |||||||||
| In development | 7,571 | — | |||||||||
| Total program production costs | $ | 727,186 | 117,749 |
Based on management’s total revenue estimates at December 27, 2020, the Company's expected future amortization expenses for capitalized programming costs over the next five years are as follows:
| 2021 | 2022 | 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||
| Completed, not released | $ | 8,615 | — | — | — | — | ||||||||||||||||||||||||||
| Released | 82,072 | 55,596 | 52,213 | 68,038 | 47,091 | |||||||||||||||||||||||||||
| In production | 102,689 | 8,060 | 912 | 9,824 | 5,448 | |||||||||||||||||||||||||||
| In development | 4,750 | 6,000 | 6,000 | — | — | |||||||||||||||||||||||||||
| Total | $ | 198,126 | 69,656 | 59,125 | 77,862 | 52,539 |
(9) Financing Arrangements
At December 27, 2020, Hasbro had available an unsecured revolving credit agreement (see Amended Revolving Credit Agreement below) in the amount of $1,500,000 and unsecured uncommitted lines of credit from various banks approximating $147,000. Substantially all of the short term borrowings outstanding at the end of 2020 and 2019 represent borrowings made under, or supported by, these lines of credit. Borrowings under the lines of credit as of December 27, 2020 were made by eOne in the form of production demand loans at various interest rates. Borrowings under the lines of credit as of December 29, 2019 were made by certain international affiliates of the Company on terms and at interest rates generally extended to companies of comparable creditworthiness in those markets. The weighted average interest rates of the outstanding borrowings under the uncommitted lines of credit as of December 27, 2020 and December 29, 2019 were 3.8% and 16.0%, respectively. The Company had no borrowings outstanding under its committed line of credit at December 27, 2020. During 2020, Hasbro’s working capital needs were fulfilled by cash available and cash generated from operations.
During the second half of 2019, in preparation for the Company's acquisition of eOne, the Company completed the following debt and equity financings: (i) the issuance of senior unsecured Notes in an aggregate principal amount of $2,375,000, (ii) the issuance of 10,592 shares of common stock at a public offering price of $95.00 per share and (iii) $1,000,000 in term loans provided by a Term Loan Agreement (the “Term Loan Agreement”) entered into with Bank of America, N.A., as administrative agent, and certain financial institutions, as lenders, pursuant to which such lenders committed to provide, contingent on completion of the eOne acquisition and certain other customary conditions to funding, facilities consisting of a three-year senior unsecured term loan facility in an aggregate principal amount of $400,000 and a five-year senior unsecured term loan facility in an aggregate principal amount of $600,000. On December 30, 2019, the Company completed the acquisition of eOne and on that
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
date, borrowed the full amount of $1.0 billion under the Term Loan Facilities. See note 11 for further discussion on the Term Loan Agreement and note 3 for further discussion on the eOne acquisition.
The Company has a second amended and restated revolving credit agreement with Bank of America, as administrative agent, swing line lender and a letter of credit issuer and lender and certain other financial institutions, as lenders thereto (the "Amended Revolving Credit Agreement"), which provides the Company with commitments having a maximum aggregate principal amount of $1,500,000. The Amended Revolving Credit Agreement also provides for a potential additional incremental commitment increase of up to $500,000 subject to agreement of the lenders. The Amended Revolving Credit Agreement contains certain financial covenants setting forth leverage and coverage requirements, and certain other limitations typical of an investment grade facility, including with respect to liens, mergers and incurrence of indebtedness. The Amended Revolving Credit Agreement extends through September 20, 2024. The Company was in compliance with all covenants as of and for the year ended December 27, 2020. The Company had no borrowings outstanding under its committed revolving credit facility as of December 27, 2020.
The Company pays a commitment fee (0.175% as of December 27, 2020) based on the unused portion of the revolving credit facility and interest equal to a Base Rate or Eurocurrency Rate plus a spread on borrowings under the facility. The Base Rate is determined based on either the Federal Funds Rate plus a spread, or Prime Rate plus a spread. The commitment fee and the amount of the spread to the Base Rate or Eurocurrency Rate both vary based on the Company’s long-term debt ratings and the Company’s leverage. At December 27, 2020, the interest rate under the revolving credit facility was equal to Eurocurrency Rate plus 1.375%.
The Company has an agreement with a group of banks providing a commercial paper program (the “Program”). Under the Program, at the Company’s request and subject to market conditions the banks may either purchase from the Company, or arrange for the sale by the Company of, unsecured commercial paper notes. Borrowings under the Program are supported by the aforementioned unsecured committed line of credit and the Company may issue notes from time to time up to an aggregate principal amount outstanding at any given time of $1,000,000. The maturities of the notes may vary but may not exceed 397 days. Subject to market conditions, the notes will be sold under customary terms in the commercial paper market and will be issued at a discount to par, or alternatively, will be sold at par and will bear varying interest rates based on a fixed or floating rate basis. The interest rates will vary based on market conditions and the ratings assigned to the notes by the credit rating agencies at the time of issuance. At December 27, 2020 and December 29, 2019 the Company did not have any notes outstanding under the Program.
(10) Accrued Liabilities
Components of accrued liabilities for the fiscal years ended on December 27, 2020 and December 29, 2019 are as follows:
| 2020 | 2019 | ||||||||||
| Participations and residuals | $ | 327,281 | $ | 10,432 | |||||||
| Royalties | 229,225 | 196,558 | |||||||||
| Deferred Revenue | 161,018 | 48,465 | |||||||||
| Payroll and management incentives | 132,384 | 85,635 | |||||||||
| Dividends | 93,369 | 93,067 | |||||||||
| Other Taxes | 81,878 | 66,715 | |||||||||
| Advertising | 58,624 | 59,440 | |||||||||
| Severance | 49,706 | 35,039 | |||||||||
| Other | 405,159 | 317,301 | |||||||||
| Total accrued liabilities | $ | 1,538,644 | 912,652 |
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
(11) Long-Term Debt
Components of long-term debt for the fiscal years ended on December 27, 2020 and December 29, 2019 are as follows:
| 2020 | 2019 | ||||||||||||||||||||||
| Carrying Cost | Fair Value | Carrying Cost | Fair Value | ||||||||||||||||||||
| 3.90% Notes Due 2029 | $ | 900,000 | 1,011,150 | 900,000 | 893,430 | ||||||||||||||||||
| 3.55% Notes Due 2026 | 675,000 | 752,693 | 675,000 | 680,670 | |||||||||||||||||||
| 3.00% Notes Due 2024 | 500,000 | 540,600 | 500,000 | 502,150 | |||||||||||||||||||
| 6.35% Notes Due 2040 | 500,000 | 636,500 | 500,000 | 581,600 | |||||||||||||||||||
| 3.50% Notes Due 2027 | 500,000 | 544,500 | 500,000 | 500,550 | |||||||||||||||||||
| 2.60% Notes Due 2022 | 300,000 | 311,520 | 300,000 | 300,960 | |||||||||||||||||||
| 5.10% Notes Due 2044 | 300,000 | 338,130 | 300,000 | 301,980 | |||||||||||||||||||
| 3.15% Notes Due 2021 | 300,000 | 302,280 | 300,000 | 303,900 | |||||||||||||||||||
| 6.60% Debentures Due 2028 | 109,895 | 137,380 | 109,895 | 130,610 | |||||||||||||||||||
| Variable % Notes Due December 30, 2022 | 300,000 | 300,000 | — | — | |||||||||||||||||||
| Variable % Notes Due December 30, 2024 | 577,500 | 577,500 | — | — | |||||||||||||||||||
| Production Financing Facilities | 165,461 | 165,461 | — | — | |||||||||||||||||||
| Total long-term debt | 5,127,856 | 5,617,714 | 4,084,895 | 4,195,850 | |||||||||||||||||||
| Less: Deferred debt expenses | 35,286 | — | 38,438 | — | |||||||||||||||||||
| Less: Current portion | 432,555 | — | — | — | |||||||||||||||||||
| Long-term debt | $ | 4,660,015 | 5,617,714 | 4,046,457 | 4,195,850 |
In November 2019, in conjunction with the Company's acquisition of eOne, the Company issued an aggregate of $2,375,000 of senior unsecured debt securities (the "Notes") consisting of the following tranches: $300,000 of notes due 2022 (the "2022 Notes") that bear interest at a fixed rate of 2.60%, $500,000 of notes due 2024 (the "2024 Notes") that bear interest at a fixed rate of 3.00%, $675,000 of notes due 2026 (the "2026 Notes") that bear interest at a fixed rate of 3.55% and $900,000 of notes due 2029 (the "2029 Notes") that bear interest at a fixed rate of 3.90%. Net proceeds from the issuance of the Notes, after deduction of $20,043 of underwriting discount and fees, totaled $2,354,957. These costs are being amortized over the life of the Notes, which range from three to ten years. The Notes bear interest at the stated rates but may be subject to upward adjustment if the credit rating of the Company is reduced by Moody's or Standard & Poors. The adjustment can be from 0.25% to 2.00% based on the extent of the ratings decrease. The Company may redeem the Notes at its option at the greater of the principal amount of the Notes or the present value of the remaining scheduled payments discounted using the effective interest rate on applicable U.S. Treasury bills at the time of repurchase, plus (1) 15 basis points (in the case of the 2022 Notes); (2) 25 basis points (in the case of the 2024 Notes); (3) 30 basis points (in the case of the 2026 Notes); and (4) 35 basis points (in the case of the 2029 Notes). In addition, on and after October 19, 2024 for the 2024 Notes, September 19, 2026 for the 2026 Notes and August 19, 2029 for the 2029 Notes, such series of Notes will be redeemable, in whole at any time or in part from time to time, at the Company's option at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus any accrued and unpaid interest.
In September 2019, the Company entered into a $1,000,000 Term Loan Agreement (the "Term Loan Agreement”) with Bank of America N.A. (“Bank of America”), as administrative agent, and certain financial institutions as lenders, pursuant to which such lenders committed to provide, contingent upon the completion of the eOne Acquisition and certain other customary conditions to funding, (1) a three-year senior unsecured term loan facility in an aggregate principal amount of $400,000 (the “Three-Year Tranche”) and (2) a five-year senior unsecured term loan facility in an aggregate principal amount of $600,000 (the “Five-Year Tranche” and together with the Three-Year Tranche, the “Term Loan Facilities”). Loans under the Term Loan Facilities bear interest at the Company’s option, at either the Eurocurrency Rate or the Base Rate, in each case plus a per annum applicable rate that fluctuates (1) in the case of the Three-Year Tranche, between 87.5 basis points and 175.0 basis points, in the case of loans priced at the Eurocurrency Rate, and between 0.0 basis points and 75.0 basis points, in the case of
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
loans priced at the Base Rate, and (2) in the case of the Five-Year Tranche, between 100.0 basis points and 187.5 basis points, in the case of loans priced at the Eurocurrency Rate, and between 0.0 basis points and 87.5 basis points, in the case of loans priced at the Base Rate, in each case, based upon the non-credit enhanced, senior unsecured long-term debt ratings of the Company by Fitch Ratings Inc., Moody’s Investor Service, Inc. and S&P Global Rankings, subject to certain provisions taking into account potential differences in ratings issued to the relevant rating agencies or a lack of ratings issued by such rating agencies. Loans under the Five-Year Tranche require principal amortization payments that are payable in equal quarterly installments of 5.0% per annum of the original principal amount thereof for each of the first two years after funding, increasing to 10.0% per annum of the original principal amount thereof for each subsequent year. The Term Loan Agreement contains affirmative and negative covenants typical of this type of facility, including: (i) restrictions on the Company’s and its domestic subsidiaries’ ability to allow liens on their assets, (ii) restrictions on the incurrence of indebtedness, (iii) restrictions on the Company’s and certain of its subsidiaries’ ability to engage in certain mergers, (iv) the requirement that the Company maintain a Consolidated Interest Coverage Ratio of no less than 3.00:1.00 as of the end of any fiscal quarter and (v) the requirement that the Company maintain a Consolidated Total Leverage Ratio of no more than, depending on the gross proceeds of equity securities issued after the effective date of the acquisition of eOne, 5.65:1.00 or 5.40:1.00 for each of the first, second and third fiscal quarters ended after the funding of the Term Loan Facilities, with periodic step downs to 3.50:1.00 for the fiscal quarter ending December 31, 2023 and thereafter. The term loan notes were drawn down on December 30, 2019, the closing date of the eOne Acquisition. During 2020, the Company made $122,500 in payments towards the $1,000,000 term loan notes consisting of $100,000 on the principal balance of the Three-Year Tranche loans in addition to the required quarterly principal amortization payments totaling $22,500 on the Five-Year Tranche loans. As of December 27, 2020, the Company was in compliance with the financial covenants contained in the Term Loan Agreement.
The Company may redeem its 3.15% notes due in 2021 (the "2021 Notes") and 5.10% notes due in 2044 (the "2044 Notes") at its option at the greater of the principal amount of the notes or the present value of the remaining scheduled payments discounted using the effective interest rate on applicable U.S. Treasury bills at the time of repurchase. Prior to the issuance of these Notes, the Company held forward-starting interest rate swap contracts to hedge the variability in the anticipated underlying U.S. Treasury interest rate associated with the expected issuance of the 2021 Notes and 2044 Notes. At the date of issuance, these contracts were terminated and the Company paid $33,306, the fair value of the contracts on that date, to settle. Of this amount, $6,373 related to the 2021 Notes and $26,933 related to the 2044 Notes has been deferred in AOCE and is being amortized to interest expense over the life of the respective Notes using the effective interest rate method. The deferred costs associated with the 2021 Notes will be fully amortized during the second quarter of 2021.
Current portion long-term debt at December 27, 2020 of $432,555, as shown on the consolidated balance sheet, represents the $300,000 of 3.15% Notes maturing in May of 2021, as well as the current portion of required quarterly principal amortization payments for the 5-Year Tranche of the Term Loan Facilities and other production financing facilities. All of the Company’s other long-term borrowings have contractual maturities that occur subsequent to 2021 with the exception of certain of the Company’s production financing facilities and annual principal payments related to the Term Loan Facilities.
The Company's long-term borrowings have the following future contractual maturities:
| Future long-term borrowings contractual maturities | |||||
| 2021 | $ | 432,555 | |||
| 2022 | 391,613 | ||||
| 2023 | 360,000 | ||||
| 2024 | 583,793 | ||||
| 2025 | 375,000 | ||||
| 2026 and thereafter | $ | 2,984,895 |
The fair values of the Company’s long-term debt are considered Level 3 fair values (see note 13 for further discussion of the fair value hierarchy) and are measured using the discounted future cash flows method. In addition to the debt terms, the valuation methodology includes an assumption of a discount rate that approximates the current yield on a similar debt security. This assumption is considered an unobservable input in that it reflects the
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. The Company believes that this is the best information available for use in the fair value measurement.
Production Financing
In addition to the Company's financial instruments, the Company uses production financing to fund certain of its television and film productions which are arranged on an individual production basis by special purpose production subsidiaries.
Production financing facilities are secured by the assets and future revenue of the individual production subsidiaries and are non-recourse to the Company's assets.
Production financing facilities typically have maturities of less than two years, while the titles are in production, and are repaid once delivered and all credits, broadcaster pre-sales and international sales have been received.
| 2020 | |||||
| Production financing held by production subsidiaries | $ | 165,461 | |||
| Other loans | 5,416 | ||||
| Total | $ | 170,877 | |||
| Production financing shown in the consolidated balance sheet as: | |||||
| Non-current | $ | 62,906 | |||
| Current | 102,555 | ||||
| Total | $ | 165,461 |
Other loans of $5,416, consist of production related demand loans, and are recorded within Short-term Borrowings in the Company's consolidated balance sheets.
Interest is charged at bank prime rate plus a margin based on the risk of the respective production. The weighted average interest rate on all production financing as of December 27, 2020 was 3.8%.
The Company has Canadian and U.S. production credit facilities with various banks. The carrying amounts are as follows:
| Canadian Facilities | U.S. Facilities | Total | |||||||||||||||
| As of December 27, 2020 | $ | 71,127 | 99,750 | 170,877 |
The following table represents the movements in production financing and other related loans acquired as a result of the eOne Acquisition during 2020:
| Production Financing | Other Loans | Total | |||||||||||||||
| December 30, 2019 | $ | 202,870 | 9,102 | 211,972 | |||||||||||||
| Drawdowns | 115,555 | 28,768 | 144,323 | ||||||||||||||
| Repayments | (153,014) | (32,504) | (185,518) | ||||||||||||||
| Foreign exchange differences | 50 | 50 | 100 | ||||||||||||||
| Balance at December 27, 2020 | $ | 165,461 | 5,416 | 170,877 |
(12) Income Taxes
The Tax Cuts and Jobs Act (the “Tax Act”) enacted on December 22, 2017 introduced significant changes to U.S. income tax law. Effective 2018, the Tax Act reduced the U.S. statutory tax rate from 35% to 21% and created new taxes on certain foreign-sourced earnings and certain related-party payments. Each year, the U.S. Treasury
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
has promulgated new regulations that have impacted our interpretation of our U.S. tax federal income tax obligations.
Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company made reasonable estimates of the effects and recorded provisional amounts in our consolidated financial statements as of December 31, 2017. As the Company collected and prepared necessary data, and interpreted the additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies, the Company made adjustments, over the course of 2018, to the provisional amounts including additional tax expense of $40,650, primarily related to adjustments to the transition tax. The accounting for the tax effects of the Tax Act was completed as of December 30, 2018.
The components of earnings before income taxes, determined by tax jurisdiction, are as follows:
| 2020 | 2019 | 2018 | |||||||||||||||
| United States | $ | 191,461 | 250,453 | 6,293 | |||||||||||||
| International | 130,601 | 343,757 | 264,109 | ||||||||||||||
| Total earnings before income taxes | $ | 322,062 | 594,210 | 270,402 |
Income taxes attributable to earnings before income taxes are:
| 2020 | 2019 | 2018 | |||||||||||||||
| Current | |||||||||||||||||
| United States | $ | 22,279 | 41,355 | 12,805 | |||||||||||||
| State and local | 6,080 | 5,528 | 5,644 | ||||||||||||||
| International | 37,946 | 41,829 | 42,613 | ||||||||||||||
| 66,305 | 88,712 | 61,062 | |||||||||||||||
| Deferred | |||||||||||||||||
| United States | 27,171 | (20,139) | (4,937) | ||||||||||||||
| State and local | (10,847) | (1,438) | (471) | ||||||||||||||
| International | 13,992 | 6,621 | (5,686) | ||||||||||||||
| 30,316 | (14,956) | (11,094) | |||||||||||||||
| Total income taxes | $ | 96,621 | 73,756 | 49,968 |
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
A reconciliation of the statutory United States federal income tax rate to Hasbro’s effective income tax rate is as follows:
| 2020 | 2019 | 2018 | |||||||||||||||
| Statutory income tax rate | 21.0 | % | 21.0 | % | 21.0 | % | |||||||||||
| State and local income taxes, net | 2.2 | 0.5 | 1.5 | ||||||||||||||
| Tax on international earnings | (6.2) | (4.6) | (11.4) | ||||||||||||||
| Change in unrecognized tax benefits | 4.1 | 0.6 | (7.9) | ||||||||||||||
| Change in valuation allowance | 4.5 | — | — | ||||||||||||||
| Share-based compensation | (0.4) | (0.8) | (4.0) | ||||||||||||||
| Tax Cuts and Jobs Act of 2017 | — | — | 15.0 | ||||||||||||||
| Research and development tax credits | (1.6) | (0.7) | (1.9) | ||||||||||||||
| Non-deductible goodwill impairment | — | — | 2.0 | ||||||||||||||
| Deferred tax rate change | 3.6 | — | — | ||||||||||||||
| Gains on integrated hedging instruments | — | (4.0) | — | ||||||||||||||
| Officers' compensation | 1.4 | — | — | ||||||||||||||
| Other, net | 1.4 | 0.4 | 4.2 | ||||||||||||||
| 30.0 | % | 12.4 | % | 18.5 | % |
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
The components of deferred income tax expense (benefit) arise from various temporary differences and relate to items included in the consolidated statements of operations as well as items recognized in other comprehensive earnings. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 27, 2020 and December 29, 2019 are:
| 2020 | 2019 | ||||||||||
| Deferred tax assets: | |||||||||||
| Accounts receivable | $ | 32,688 | 26,973 | ||||||||
| Inventories | 14,038 | 10,020 | |||||||||
| Loss and credit carryforwards | 221,598 | 35,509 | |||||||||
| Operating leases | 23,147 | 15,378 | |||||||||
| Operating expenses | 32,912 | 23,124 | |||||||||
| Pension | 7,905 | 6,206 | |||||||||
| Other compensation | 33,718 | 27,633 | |||||||||
| Postretirement benefits | 7,932 | 7,053 | |||||||||
| Interest rate hedge | 4,996 | 5,202 | |||||||||
| Tax sharing agreement | 2,219 | 3,096 | |||||||||
| Deferred revenue | 8,298 | 5,591 | |||||||||
| Other | 11,992 | 10,637 | |||||||||
| Gross deferred tax assets | 401,443 | 176,422 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Depreciation and amortization of long-lived assets | 181,227 | 13,361 | |||||||||
| Equity method investment | 21,328 | 17,674 | |||||||||
| Operating leases | 20,056 | 11,936 | |||||||||
| Foreign exchange | 7,280 | 58 | |||||||||
| Prepaid expenses | 3,565 | 2,597 | |||||||||
| Other | 10,993 | 7,741 | |||||||||
| Gross deferred tax liabilities | 244,449 | 53,367 | |||||||||
| Valuation allowance | (174,185) | (33,260) | |||||||||
| Net deferred income taxes | $ | (17,191) | 89,795 |
Certain reclassifications have been made to prior year presentation to conform to current year presentation.
The most significant amount of the loss and credit carryforwards relate to tax attributes of the acquired eOne entities that historically operated at losses in certain jurisdictions. At December 27, 2020, the Company has loss and credit carryforwards of $221,598, which is an increase of $186,089 from $35,509 at December 29, 2019. Loss and credit carryforwards as of December 27, 2020 relate primarily to the US and Canada. The Canadian loss carryforwards expire at various dates from 2031 to 2040. Some US federal and state loss and credit carryforwards expire at various dates beginning in 2021 while others have an indefinite carryforward period.
The recoverability of these future tax deductions and credits is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent the Company does not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is generally established. To the extent that a valuation allowance was established and it is subsequently determined that it is more likely than not that the deferred tax assets will be recovered, the change in the valuation allowance is recognized in the consolidated statements of income.
The Company has a valuation allowance for certain net deferred tax assets at December 27, 2020 of $174,185, which is an increase of $140,925 from $33,260 at December 29, 2019. The valuation allowance pertains to certain U.S. state and international loss and credit carryforwards, some of which have no expiration and others
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
that would expire beginning in 2021, and other net deferred tax assets. The significant increase in the valuation allowance is due to historical losses and other net deferred tax assets within eOne entities that are not expected to be utilized, offset by a release of historical attributes that will now be utilized by the combined Company.
At December 27, 2020 and December 29, 2019, the Company’s net deferred income taxes are recorded in the consolidated balance sheets as follows:
| 2020 | 2019 | ||||||||||
| Other assets | 137,633 | 92,401 | |||||||||
| Other liabilities | (154,824) | (2,606) | |||||||||
| Net deferred income taxes | $ | (17,191) | 89,795 |
We previously considered the earnings in our non-U.S. subsidiaries to be indefinitely reinvested and, accordingly, recorded no deferred income taxes. However, the Tax Act gave the Company more flexibility to manage cash globally. The Company still has significant cash needs outside the United States and continues to consistently monitor and analyze its global working capital and cash requirements. However, we intend to repatriate substantially all of our accumulated foreign earnings when appropriate. As such, we have recorded $1,163 of foreign withholding and U.S. state income taxes as part of the provisional repatriation tax amount, which will be incurred due to certain future cash distributions. The Company has not finalized the timing of any actual cash distributions or the specific amounts and therefore we could still be subject to some additional foreign withholding taxes and U.S. state taxes. We will record these additional tax effects, if any, in the period that we complete our analysis and are able to make a reasonable estimate.
A reconciliation of unrecognized tax benefits, excluding potential interest and penalties, for the fiscal years ended December 27, 2020, December 29, 2019, and December 30, 2018 is as follows:
| 2020 | 2019 | 2018 | |||||||||||||||
| Balance at beginning of year | $ | 36,651 | 46,074 | 84,244 | |||||||||||||
| Gross increases in prior period tax positions | 12,659 | 2,031 | 4,449 | ||||||||||||||
| Gross increase from acquisition | 13,717 | — | — | ||||||||||||||
| Gross decreases in prior period tax positions | — | — | (55,752) | ||||||||||||||
| Gross increases in current period tax positions | 11,758 | 4,152 | 16,987 | ||||||||||||||
| Decreases related to settlements with tax authorities | — | (12,037) | (1,102) | ||||||||||||||
| Decreases from the expiration of statute of limitations | (6,962) | (3,569) | (2,752) | ||||||||||||||
| Balance at end of year | $ | 67,823 | 36,651 | 46,074 |
Unrecognized tax benefits as of December 27, 2020, December 29, 2019 and December 30, 2018, were $67,823, $36,651, and $46,074, respectively, and are recorded within other liabilities, prepaid expenses and other current assets, and other assets in the Company's consolidated balance sheets. If recognized, these tax benefits would have affected our income tax provision for fiscal years 2020, 2019, and 2018, by approximately $57,000, $36,000, and $45,000, respectively.
During 2020, 2019, and 2018, the Company recognized $3,652, $1,766, and $3,101, respectively, of potential interest and penalties, which are included as a component of income taxes in the accompanying consolidated statements of operations. At December 27, 2020, December 29, 2019, and December 30, 2018, the Company had accrued potential interest and penalties of $11,596, $5,547, and $4,200, respectively.
The Company and its subsidiaries file income tax returns in the United States and various state and international jurisdictions. In the normal course of business, the Company is regularly audited by U.S. federal, state and local and international tax authorities in various tax jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years before 2012. With few exceptions, the Company is no longer subject to U.S. state or local and non-U.S. income tax examinations by tax authorities in its major jurisdictions for years before 2014.
In May 2019, a public referendum held in Switzerland approved the Swiss Federal Act on Tax Reform and AHV Financing (TRAF) proposals previously approved by the Swiss Parliament. The Swiss tax reform measures
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
were effective on January 1, 2020. Changes in tax reform include the abolishment of preferential tax regimes for holding companies, domicile companies and mixed companies at the cantonal level. The enacted changes in Swiss federal tax were not material to the Company’s financial statements. Swiss cantonal tax was enacted in December 2019. The Company is still assessing the transitional provision options it may elect; however, the legislation is not expected to have a material effect on the Company’s financial statements.
The Company believes it is reasonably possible that a decrease of approximately $5,000 - $13,000 in gross unrecognized tax benefits may be necessary within the coming year as a result of expected tax return settlements and lapse of statute of limitations.
(13) Capital Stock
In November 2019, as part of its financing for the eOne acquisition, the Company issued and sold 10,592 shares of common stock at a price of $95.00. Proceeds from the issuance, net of underwriting and other fees, was $975,185.
The Company has a long history of increasing shareholder value through its share repurchase program. Purchases of the Company’s common stock may be made from time to time, subject to market conditions, and may be made in the open market or through privately negotiated transactions. The Company has no obligation to repurchase shares under the authorization and the time, actual number, and the value of the shares which are repurchased will depend on a number of factors, including the price of the Company’s common stock. As part of this initiative, since 2005, the Company's Board of Directors (the "Board") adopted numerous share repurchase authorizations with a cumulative authorized repurchase amount of $4,325,000. The most recent authorization for the repurchase of up to $500,000 in common stock was approved in May 2018. As a result of the financing activities related to the eOne Acquisition, the Company suspended its share repurchase program to prioritize deleveraging, and did not repurchase any shares during 2020. At December 27, 2020, $366,593 remained under the current authorization.
(14) Fair Value of Financial Instruments
The Company measures certain assets at fair value in accordance with current accounting standards. The fair value hierarchy consists of three levels: Level 1 fair values are valuations based on quoted market prices in active markets for identical assets or liabilities that the entity has the ability to access; Level 2 fair values are those valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and Level 3 fair values are valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. There have been no transfers between levels within the fair value hierarchy.
Current accounting standards permit entities to choose to measure many financial instruments and certain other items at fair value and establish presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar assets and liabilities. The Company has elected the fair value option for certain investments using net asset value per share. During 2020, as part of its global cash management strategy, the Company liquidated these investments and received proceeds of $25,233 which is reflected in other investing activities within the Company’s consolidated statement of cash flows. At December 29, 2019, these investments totaled $25,518, and were included in prepaid expenses and other current assets in the consolidated balance sheets. The Company recorded net (losses) gains of $(295), $1,903 and $(180) on these investments in other (income) expense, net for the years ended December 27, 2020, December 29, 2019 and December 30, 2018, respectively, relating to the change in fair value of such investments.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
At December 27, 2020 and December 29, 2019, the Company had the following assets and liabilities measured at fair value in its consolidated balance sheets (excluding assets for which the fair value is measured using net asset value per share):
| Fair Value Measurements Using | |||||||||||||||||||||||
| Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| December 27, 2020 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Available-for-sale securities | $ | 2,135 | 2,135 | — | — | ||||||||||||||||||
| Derivatives | 4,794 | — | 4,794 | — | |||||||||||||||||||
| Total assets | $ | 6,929 | 2,135 | 4,794 | — | ||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivatives | $ | 12,684 | — | 12,684 | — | ||||||||||||||||||
| Option agreement | 20,602 | — | — | 20,602 | |||||||||||||||||||
| Total liabilities | $ | 33,286 | — | 12,684 | 20,602 | ||||||||||||||||||
| December 29, 2019 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Available-for-sale securities | $ | 1,296 | 1,296 | — | — | ||||||||||||||||||
| Derivatives | 48,973 | — | 48,973 | — | |||||||||||||||||||
| Total assets | $ | 50,269 | 1,296 | 48,973 | — | ||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivatives | $ | 5,733 | — | 5,733 | — | ||||||||||||||||||
| Option agreement | 22,145 | — | — | 22,145 | |||||||||||||||||||
| Total liabilities | $ | 27,878 | — | 5,733 | 22,145 |
Available-for-sale securities include equity securities of one company quoted on an active public market. The Company’s derivatives consist of foreign currency forward contracts. The Company uses current forward rates of the respective foreign currencies to measure the fair value of these contracts. The option agreement included in other liabilities at December 27, 2020 and December 29, 2019 is valued using an option pricing model based on the fair value of the related investment. Inputs used in the option pricing model include volatility and fair value of the underlying company which are considered unobservable inputs as they reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. The Company believes that this is the best information available for use in the fair value measurement. There were no changes in these valuation techniques during 2020.
The following is a reconciliation of the beginning and ending balances of the fair value measurements of the Company’s financial instruments which use significant unobservable inputs (Level 3):
| 2020 | 2019 | ||||||||||
| Balance at beginning of year | $ | (22,145) | (23,440) | ||||||||
| Net gains from change in fair value | 1,543 | 1,295 | |||||||||
| Balance at end of year | $ | (20,602) | (22,145) |
(15) Stock Options, Other Stock Awards and Warrants
The Company has reserved 12,344 shares of its common stock for issuance upon exercise of options and other awards granted or to be granted under stock incentive plans for employees and for non-employee members of
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
the Board of Directors (collectively, the “plans”). These awards generally vest and are expensed in equal annual amounts over three to five years. The plans provide that options be granted at exercise prices not less than the market value of the underlying common stock on the date the option is granted and options and share awards are adjusted for such changes as stock splits and stock dividends. Options are exercisable for periods of no more than seven years after date of grant. Upon exercise in the case of stock options, grant in the case of restricted stock or vesting in the case of performance based contingent stock and restricted stock unit grants, shares are issued out of available treasury shares. The Company’s current plan permits the granting of awards in the form of stock, stock appreciation rights, stock awards and cash awards in addition to stock options.
Total compensation expense related to stock options, restricted stock units, including those awards made to non-employee members of its Board of Directors, and stock performance awards for the years ended December 27, 2020, December 29, 2019 and December 30, 2018 was $49,748, $28,044 and $27,892, respectively, and was recorded as follows:
| 2020 | 2019 | 2018 | |||||||||||||||
| Product development | $ | 3,264 | 3,348 | 3,466 | |||||||||||||
| Selling, distribution and administration (a) | 46,484 | 24,696 | 24,426 | ||||||||||||||
| 49,748 | 28,044 | 27,892 | |||||||||||||||
| Income tax benefit | 5,295 | 3,648 | 2,832 | ||||||||||||||
| $ | 44,453 | 24,396 | 25,060 |
(a)The 2020 Increase in compensation expense was due to additional stock options, restricted stock units, and stock performance awards granted to eligible participants as a result of the eOne acquisition.
The following table represents total stock compensation expense, net of performance adjustments, by award type related to stock performance awards, restricted stock units, stock options and awards made to non-employee members of the Company’s Board of Directors, for the years ended December 27, 2020, December 29, 2019 and December 30, 2018:
| 2020 | 2019 | 2018 | |||||||||||||||
| Stock performance awards | $ | 8,415 | (1,573) | 842 | |||||||||||||
| Restricted stock units | 28,529 | 18,744 | 17,897 | ||||||||||||||
| Stock options | 10,958 | 9,113 | 7,393 | ||||||||||||||
| Non-employee awards | 1,846 | 1,760 | 1,760 | ||||||||||||||
| 49,748 | 28,044 | 27,892 | |||||||||||||||
| Income tax benefit | 5,295 | 3,648 | 2,832 | ||||||||||||||
| $ | 44,453 | 24,396 | 25,060 |
Stock Performance Awards
In 2020, 2019 and 2018, as part of its annual equity grant to executive officers and certain other employees, the Company issued contingent stock performance awards (the “Stock Performance Awards”). These awards provide the recipients with the ability to earn shares of the Company’s common stock based on the Company’s achievement of stated cumulative operating performance targets over the three fiscal years ended December 2022, December 2021, and December 2020 for the 2020, 2019 and 2018 awards, respectively. Each Stock Performance Award has a target number of shares of common stock associated with such award which may be earned by the recipient if the Company achieves the stated diluted earnings per share and revenue targets. For certain employees, the Stock Performance Awards also include an additional target for the Company's return on invested capital target in addition to the diluted earnings per share and revenue targets. The ultimate amount of the award may vary from 0% to 200% of the target number of shares, depending on the cumulative results achieved.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Information with respect to Stock Performance Awards for 2020, 2019 and 2018 is as follows:
| 2020 | 2019 | 2018 | |||||||||||||||
| Outstanding at beginning of year | 471 | 633 | 900 | ||||||||||||||
| Granted | 352 | 281 | 250 | ||||||||||||||
| Forfeited | (48) | (58) | (49) | ||||||||||||||
| Canceled | (184) | (146) | — | ||||||||||||||
| Vested | (5) | (239) | (468) | ||||||||||||||
| Outstanding at end of year | 586 | 471 | 633 | ||||||||||||||
| Weighted average grant-date fair value: | |||||||||||||||||
| Granted | $ | 56.49 | 86.90 | 88.18 | |||||||||||||
| Forfeited | $ | 80.31 | 92.90 | 86.27 | |||||||||||||
| Canceled | $ | 88.25 | 99.58 | — | |||||||||||||
| Vested | $ | 99.58 | 74.72 | 61.86 | |||||||||||||
| Outstanding at end of year | $ | 69.25 | 87.59 | 86.58 |
Shares canceled in 2020 and 2019 represent Stock Performance Awards granted during 2018 and 2017, respectively, that were canceled based on the failure to meet the targets set forth by the agreement. Shares granted in 2018 included 14 additional shares related to the 2016 award, reflecting increases in the ultimate amount of shares to be issued based on the Company's cumulative results achieved during the performance period. These shares were excluded from the calculation of the weighted average grant-date fair value of Stock Performance awards granted in 2018.
Stock Performance Awards are valued at the market value of the underlying common stock at the dates of grant and are expensed over the performance period. On a periodic basis, the Company reviews the actual and forecasted performance of the Company against the stated targets for each award. The total expense is adjusted upward or downward based on the expected amount of shares to be issued as defined in the respective stock performance award agreement. If minimum targets as detailed under the award are not met, no additional compensation expense will be recognized and any previously recognized compensation expense will be reversed. During 2020, 2019 and 2018, the Company recognized expense, net of performance adjustments, of $8,415, $(1,573) and $842, respectively, relating to Stock Performance Awards. At December 27, 2020, the amount of total unrecognized compensation cost related to these awards is approximately $18,601 and the weighted average period over which this will be expensed is 21 months.
Restricted Stock Units
The Company, as part of its annual equity grant to executive officers and certain other employees, issues restricted stock or grants restricted stock units. These shares or units are nontransferable and subject to forfeiture for periods prescribed by the Company. These awards are valued at the market value of the underlying common stock at the date of grant and are subsequently amortized over the periods during which the restrictions lapse, generally three years. During 2020, 2019 and 2018, the Company recognized compensation expense, net of forfeitures, on these awards of $28,529, $18,744 and $17,897, respectively. At December 27, 2020, the amount of total unrecognized compensation cost related to restricted stock units is $69,064 and the weighted average period over which this will be expensed is 24 months.
In October 2012, as part of an Amended and Restated Employment Agreement, (the “Agreement”), the Company’s Chief Executive Officer was awarded 587 shares to be granted in two tranches across 2013 and 2014, which were expensed from 2013 through 2018. These awards provided the recipient with the ability to earn shares of the Company’s common stock based on the Company’s achievement of four stated stock price hurdles and continued employment through December 30, 2018. In August 2014, the Agreement was further amended to include additional requirements. Specifically, if the third and fourth stock price hurdles were achieved, the number of shares ultimately issued was dependent on the average stock price for the thirty day period immediately prior to December 30, 2018. This amendment did not result in any incremental fair value to the award which was used to record compensation expense for the award. At December 30, 2018, all requirements of the Agreement were met and 587 shares were issued.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Excluding the aforementioned award for 587 shares, information with respect to the remaining Restricted Stock Awards and Restricted Stock Units for 2020, 2019 and 2018 is as follows:
| 2020 | 2019 | 2018 | |||||||||||||||
| Outstanding at beginning of year | 451 | 434 | 636 | ||||||||||||||
| Granted | 841 | 259 | 257 | ||||||||||||||
| Forfeited | (51) | (44) | (40) | ||||||||||||||
| Vested | (196) | (198) | (419) | ||||||||||||||
| Outstanding at end of year | 1,045 | 451 | 434 | ||||||||||||||
| Weighted average grant-date fair value: | |||||||||||||||||
| Granted | $ | 91.80 | 87.98 | 97.45 | |||||||||||||
| Forfeited | $ | 94.01 | 92.56 | 93.45 | |||||||||||||
| Vested | $ | 94.21 | 90.23 | 67.34 | |||||||||||||
| Outstanding at end of year | $ | 91.56 | 92.54 | 94.22 |
Stock Options
Information with respect to stock options for each of the three fiscal years ended December 27, 2020 is as follows:
| 2020 | 2019 | 2018 | |||||||||||||||
| Outstanding at beginning of year | 2,444 | 2,310 | 2,579 | ||||||||||||||
| Granted | 829 | 740 | 538 | ||||||||||||||
| Exercised | (297) | (546) | (736) | ||||||||||||||
| Expired or forfeited | (114) | (60) | (71) | ||||||||||||||
| Outstanding at end of year | 2,862 | 2,444 | 2,310 | ||||||||||||||
| Exercisable at end of year | 1,451 | 1,284 | 1,391 | ||||||||||||||
| Weighted average exercise price: | |||||||||||||||||
| Granted | $ | 96.79 | 86.66 | 98.10 | |||||||||||||
| Exercised | $ | 55.82 | 58.18 | 45.64 | |||||||||||||
| Expired or forfeited | $ | 94.32 | 95.71 | 93.81 | |||||||||||||
| Outstanding at end of year | $ | 88.16 | 81.58 | 74.78 | |||||||||||||
| Exercisable at end of year | $ | 82.80 | 73.03 | 61.59 |
With respect to the 2,862 outstanding options and 1,451 options exercisable at December 27, 2020, the weighted average remaining contractual life of these options was 4.26 years and 2.93 years, respectively. The aggregate intrinsic value of the options outstanding and exercisable at December 27, 2020 was $21,131 and $16,149, respectively. Substantially all unvested outstanding options are expected to vest.
The Company uses the Black-Scholes valuation model in determining the fair value of stock options. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding and has been determined based on historical exercise experience. The weighted average fair value of options granted in fiscal 2020, 2019 and 2018 was $18.58, $15.70 and $19.26, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in the fiscal years 2020, 2019 and 2018:
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
| 2020 | 2019 | 2018 | |||||||||||||||
| Risk-free interest rate | 1.38 | % | 2.47 | % | 2.57 | % | |||||||||||
| Expected dividend yield | 2.81 | % | 3.14 | % | 2.57 | % | |||||||||||
| Expected volatility | 30 | % | 27 | % | 27 | % | |||||||||||
| Expected option life | 4 years | 4 years | 4 years |
The intrinsic values, which represent the difference between the fair market value on the date of exercise and the exercise price of the option, of the options exercised in fiscal 2020, 2019 and 2018 were $9,721, $24,483 and $38,909, respectively.
At December 27, 2020, the amount of total unrecognized compensation cost related to stock options was $15,181 and the weighted average period over which this will be expensed is 22 months.
Non-Employee Awards
In 2020, 2019 and 2018, the Company granted 29, 18 and 20 shares of common stock, respectively, to its non-employee members of its Board of Directors. Of these shares, the receipt of 19 shares from the 2020 grant, 10 shares from the 2019 grant and 11 shares from the 2018 grant has been deferred to the date upon which the respective director ceases to be a member of the Company’s Board of Directors. These awards were valued at the market value of the underlying common stock at the date of grant and vested upon grant. In connection with these grants, compensation cost of $1,846 was recorded in selling, distribution and administration expense in the year ended December 27, 2020, $1,760 in the year ended December 29, 2019 and $1,760 in the year ended December 30, 2018.
(16) Pension, Postretirement and Postemployment Benefits
Pension and Postretirement Benefits
The Company recognizes an asset or liability for each of its defined benefit pension plans equal to the difference between the projected benefit obligation of the plan and the fair value of the plan’s assets. Actuarial gains and losses and prior service costs that have not yet been included in income are recognized in the consolidated balance sheets in AOCE. Reclassifications to earnings from AOCE related to pension and postretirement plans are recorded to other (income) expense.
Expenses related to the Company’s defined benefit pension and defined contribution plans for 2020, 2019 and 2018 were approximately $44,700, $48,400 and $41,900, respectively. Of these amounts, $38,400, $35,100 and $32,300, respectively, related to defined contribution plans in the United States and certain international subsidiaries. The remainder of the expense relates to defined benefit pension plans discussed below.
United States Plans
Prior to 2008, substantially all United States employees were covered under at least one of several non-contributory defined benefit pension plans maintained by the Company. Benefits under the two major plans which principally covered non-union employees, were based primarily on salary and years of service. Benefits under the remaining plans are based primarily on fixed amounts for specified years of service. In 2007, for the two major plans covering its non-union employees, the Company froze benefits being accrued effective at the end of December 2007. Following the August 2015 sale of its manufacturing facility in East Longmeadow, MA, the Company elected to freeze benefits related to its major plan covering union employees. Effective January 1, 2016, the plan covering union employees merged with and into the Hasbro Inc. Pension Plan, and ceased to exist as a separate plan on that date.
In February 2018, the Compensation Committee of the Company’s Board of Directors approved a resolution to terminate the Company’s U.S. defined benefit pension plan (“U.S. Pension Plan”). During the first quarter of 2018 the Company commenced the U.S. Pension Plan termination process and received regulatory approval during the fourth quarter of 2018. During the second quarter of 2019, the Company settled all remaining benefits directly with vested participants electing a lump sum payout, and purchased a group annuity contract from Massachusetts Mutual Life Insurance Company to administer all future payments to remaining U.S. Pension Plan participants. The U.S. Pension Plan's net funded asset position was sufficient to cover the lump sum payments and the purchase of the group annuity contract and settle all other remaining benefit obligations with no additional cost to the Company.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
After the settlement of the benefit obligations and payment of expenses, the Company had excess assets in the U.S. Pension Plan of approximately $20,234. The Company elected to utilize the remaining surplus after payment of administrative expenses for the Company's future matching contributions under the Company's 401(k) plan. The Company made a transfer of $19,500 to the Company’s 401(k) plan which occurred in February 2020, with the remainder to be transferred in 2021. Upon settlement of the pension liability, which occurred in May 2019, the Company recognized a non-operating settlement charge of $110,777, with an additional settlement charge of $185 in December 2019, related to pension losses, reclassified from accumulated other comprehensive loss to other (income) expense in the Company's consolidated statements of operations, adjusted for market conditions and settlement costs at benefit distribution.
During 2020, the Company merged its employee retirement agreements, which had beginning benefit liabilities of $14,796, with its remaining US pension plans.
At December 27, 2020, the measurement date, the Company's remaining plans were unfunded with an aggregate accumulated and projected benefit obligation of $46,032.
Hasbro also provides certain postretirement health care and life insurance benefits to eligible employees who retired prior to January 1, 2020 and have either attained age 65 with 5 years of service or age 55 with 10 years of service. The cost of providing these benefits on behalf of employees who retired prior to 1993 has been substantially borne by the Company. The cost of providing benefits to all eligible employees who retire after 1992 is borne by the employee. The plan is not funded. During the fourth quarter of 2019, with the approval of the Compensation Committee of the Company's Board of Directors, the Company announced the elimination of the contributory postretirement health and life insurance coverage for employees whose retirement eligibility begins after December 31, 2019.
As of December 27, 2020, the Company had unrecognized losses related to its remaining U.S. pension and post retirement plans of $19,346.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Reconciliations of the beginning and ending balances for the projected benefit obligation, the fair value of plan assets and the funded status are included below for the years ended December 27, 2020 and December 29, 2019.
| Pension | Postretirement | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| Change in Projected Benefit Obligation | |||||||||||||||||||||||
| Projected benefit obligation — beginning | $ | 30,971 | 395,718 | 27,443 | 30,081 | ||||||||||||||||||
| Service cost | — | 1,168 | — | 888 | |||||||||||||||||||
| Interest cost | 1,466 | 6,624 | 919 | 1,267 | |||||||||||||||||||
| Transfer in | 14,796 | — | — | — | |||||||||||||||||||
| Actuarial (gain) loss | 3,436 | (8,092) | 3,382 | 6,350 | |||||||||||||||||||
| Benefits paid | (4,637) | (13,271) | (1,797) | (1,641) | |||||||||||||||||||
| Expenses paid | — | (3,172) | — | — | |||||||||||||||||||
| Curtailment | — | — | — | (9,502) | |||||||||||||||||||
| Settlements paid | — | (348,004) | — | — | |||||||||||||||||||
| Projected benefit obligation — ending | $ | 46,032 | 30,971 | 29,947 | 27,443 | ||||||||||||||||||
| Accumulated benefit obligation — ending | $ | 46,032 | 30,971 | 29,947 | 27,443 | ||||||||||||||||||
| Change in Plan Assets | |||||||||||||||||||||||
| Fair value of plan assets — beginning | $ | — | $ | 357,224 | — | — | |||||||||||||||||
| Actual return on plan assets | — | 23,147 | — | — | |||||||||||||||||||
| Employer contribution | — | 4,311 | — | — | |||||||||||||||||||
| Benefits paid | — | (13,271) | — | — | |||||||||||||||||||
| Expenses paid | — | (3,172) | — | — | |||||||||||||||||||
| Settlements paid | — | (348,004) | — | — | |||||||||||||||||||
| Transfers | — | (20,235) | — | — | |||||||||||||||||||
| Fair value of plan assets — ending | $ | — | — | — | — | ||||||||||||||||||
| Reconciliation of Funded Status | |||||||||||||||||||||||
| Projected benefit obligation | $ | (46,032) | (30,971) | (29,947) | (27,443) | ||||||||||||||||||
| Fair value of plan assets | — | — | — | — | |||||||||||||||||||
| Funded status | (46,032) | (30,971) | (29,947) | (27,443) | |||||||||||||||||||
| Unrecognized net loss | 15,787 | 13,054 | 3,559 | 177 | |||||||||||||||||||
| Net amount | $ | (30,245) | (17,917) | (26,388) | (27,266) | ||||||||||||||||||
| Accrued liabilities | $ | (3,232) | (2,484) | (1,740) | (1,767) | ||||||||||||||||||
| Other liabilities | (42,800) | (28,487) | (28,207) | (25,676) | |||||||||||||||||||
| Accumulated other comprehensive (earnings) loss | 15,787 | 13,054 | 3,559 | 177 | |||||||||||||||||||
| Net amount | $ | (30,245) | (17,917) | (26,388) | (27,266) |
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Assumptions used to determine the year-end pension and postretirement benefit obligations are as follows:
| 2020 | 2019 | ||||||||||
| Pension | |||||||||||
| Weighted average discount rate | 2.51 | % | 3.30 | % | |||||||
| Mortality table | Pri-2012/Scale MP - 2020 | Pri-2012/Scale MP - 2019 | |||||||||
| Postretirement | |||||||||||
| Discount rate | 2.72 | % | 3.46 | % | |||||||
| Health care cost trend rate assumed for next year | 6.25 | % | 6.25 | % | |||||||
| Rate to which the cost trend rate is assumed to decline (ultimate trend rate) | 5.00 | % | 5.00 | % | |||||||
| Year that the rate reaches the ultimate trend | 2024 | 2024 |
The following is a detail of the components of the net periodic benefit cost for the three years ended December 27, 2020.
| 2020 | 2019 | 2018 | |||||||||||||||
| Components of Net Periodic Cost | |||||||||||||||||
| Pension | |||||||||||||||||
| Service cost | $ | — | 1,168 | 1,300 | |||||||||||||
| Interest cost | 1,466 | 6,624 | 13,358 | ||||||||||||||
| Expected return on assets | — | (6,163) | (18,475) | ||||||||||||||
| Amortization of prior service cost | (11) | (11) | — | ||||||||||||||
| Amortization of actuarial loss | 715 | 7,578 | 10,995 | ||||||||||||||
| Curtailment/Settlement losses | — | 110,962 | — | ||||||||||||||
| Net periodic benefit cost | $ | 2,170 | 120,158 | 7,178 | |||||||||||||
| Postretirement | |||||||||||||||||
| Service cost | $ | — | 888 | 756 | |||||||||||||
| Interest cost | 919 | 1,267 | 1,171 | ||||||||||||||
| Amortization of actuarial loss | — | 21 | 165 | ||||||||||||||
| Net periodic benefit cost | $ | 919 | 2,176 | 2,092 |
Assumptions used to determine net periodic benefit cost of the pension plan and postretirement plan for each fiscal year follow:
| 2020 | 2019 | 2018 | |||||||||||||||
| Pension | |||||||||||||||||
| Weighted average discount rate | 3.33 | % | 3.72 | % | 3.71 | % | |||||||||||
| Long-term rate of return on plan assets | N/A | 4.20 | % | 4.75 | % | ||||||||||||
| Postretirement | |||||||||||||||||
| Discount rate | 3.46 | % | 4.33 | % | 3.74 | % | |||||||||||
| Health care cost trend rate assumed for next year | 6.25 | % | 6.25 | % | 6.50 | % | |||||||||||
| Rate to which the cost trend rate is assumed to decline (ultimate trend rate) | 5.00 | % | 5.00 | % | 5.00 | % | |||||||||||
| Year that the rate reaches the ultimate trend rate | 2024 | 2024 | 2024 |
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Expected benefit payments under the defined benefit pension plans (which reflects the 2019 Plan termination) and the postretirement benefit plan for the next five years subsequent to 2020 and in the aggregate for the following five years are as follows:
| Pension | Postretirement | ||||||||||
| 2021 | $ | 3,287 | 1,763 | ||||||||
| 2022 | 3,215 | 1,717 | |||||||||
| 2023 | 3,265 | 1,670 | |||||||||
| 2024 | 3,197 | 1,629 | |||||||||
| 2025 | 3,254 | 1,588 | |||||||||
| 2026-2030 | 14,778 | 7,362 |
International Plans
Pension coverage for employees of Hasbro’s international subsidiaries is provided, to the extent deemed appropriate, through separate defined benefit and defined contribution plans. At December 27, 2020 and December 29, 2019, the defined benefit plans had total projected benefit obligations of $128,162 and $112,882, respectively, and fair values of plan assets of $95,244 and $84,252, respectively. Substantially all of the plan assets are invested in equity and fixed income securities. The pension expense related to these plans was $3,502, $2,113 and $2,392 in 2020, 2019 and 2018, respectively. In fiscal 2021, the Company expects amortization of $(35) of prior service costs, $1,720 of unrecognized net losses and $2 of unrecognized transition obligation to be included as a component of net periodic benefit cost.
Expected benefit payments under the international defined benefit pension plans for the five years subsequent to 2020 and in the aggregate for the five years thereafter are as follows: 2021: $2,111; 2022: $2,509; 2023: $2,655; 2024: $2,778; 2025: $2,934; and 2026 through 2030: $16,427.
Postemployment Benefits
Hasbro has several plans covering certain groups of employees, which may provide benefits to such employees following their period of active employment but prior to their retirement. These plans include certain severance plans which provide benefits to employees involuntarily terminated and certain plans which continue the Company’s health and life insurance contributions for employees who have left Hasbro’s employ under terms of its long-term disability plan.
(17) Leases
Hasbro occupies offices and uses certain equipment under various operating lease arrangements. The Company has no finance leases. The leases have remaining terms of 1 to 18 years, some of which include either, options to extend lease terms, or options to terminate current lease terms at certain times, subject to notice requirements set out in the lease agreement. Payments under certain of the lease agreements may be subject to adjustment based on a consumer price index or other inflationary indices. Any adjustments to these payments based on the related indices will be recorded to expense as incurred. Leases with an expected term of 12 months or less are not capitalized. Lease expense under such leases is recorded straight line over the life of the lease. The Company capitalizes non-lease components for equipment leases, but expenses non-lease components as incurred for real estate leases.
The rent expense under such arrangements and similar arrangements that do not qualify as leases under ASU 2016-02, net of sublease income amounted to $90,630, $68,860 and $65,181, respectively, for each of the three years ended December 27, 2020 and was not material to the Company’s financial statements nor were expenses related to short term leases (expected term less than twelve months) or variable lease payments during those same periods.
All leases expire prior to the end of 2037. Real estate taxes, insurance and maintenance expenses are generally obligations of the Company. It is expected that, in the normal course of business, leases that expire will be renewed or replaced by leases on other properties; thus, it is anticipated that future minimum lease commitments will not be less than the amounts shown for 2020.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Information related to the Company's leases for the years ended December 27, 2020 and December 29, 2019 is as follows:
| Year Ended | Year Ended | ||||||||||
| December 27, 2020 | December 29, 2019 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ | 50,891 | $ | 37,653 | |||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||
| Operating leases | $ | 20,356 | $ | 30,573 | |||||||
| Weighted Average Remaining Lease Term | |||||||||||
| Operating leases | 6.1 years | 6.2 years | |||||||||
| Weighted Average Discount Rate | |||||||||||
| Operating leases | 3.1 | % | 4.5 | % |
In addition to the Right-of-use assets obtained in exchange for lease obligations in the table above, in 2020 as part of the acquisition of eOne the Company recognized Right-of-use assets, net in the form of operating leases in the amount of $88,819.
The following is a reconciliation of future undiscounted cash flows to the operating liabilities, and the related right of use assets, included in our Consolidated Balance Sheets as of December 27, 2020:
| Year Ended | |||||
| December 27, 2020 | |||||
| 2021 | $ | 50,461 | |||
| 2022 | 46,185 | ||||
| 2023 | 38,210 | ||||
| 2024 | 26,561 | ||||
| 2025 | 21,519 | ||||
| 2026 and thereafter | 48,226 | ||||
| Total future lease payments | 231,162 | ||||
| Less imputed interest | 23,322 | ||||
| Present value of future operating lease payments | 207,840 | ||||
| Less current portion of operating lease liabilities (1) | 45,014 | ||||
| Non-current operating lease liability (2) | 162,826 | ||||
| Operating lease right-of-use assets, net (3) | $ | 191,786 | |||
| (1) Included in Accrued liabilities on the consolidated balance sheets | |||||
| (2) Included in Other liabilities on the consolidated balance sheets | |||||
| (3) Included in Property, plant and equipment on the consolidated balance sheets |
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
(18) Derivative Financial Instruments
Hasbro uses foreign currency forward contracts to mitigate the impact of currency rate fluctuations on firmly committed and projected future foreign currency transactions. These over-the-counter contracts, which hedge future currency requirements related to purchases of inventory, product sales, television and film production cost and production financing loans (see note 11) and other cross-border transactions not denominated in the functional currency of the business unit, are primarily denominated in United States and Hong Kong dollars, and Euros. All contracts are entered into with a number of counterparties, all of which are major financial institutions. The Company believes that a default by a single counterparty would not have a material adverse effect on the financial condition of the Company. Hasbro does not enter into derivative financial instruments for speculative purposes.
Cash Flow Hedges
Hasbro uses foreign currency forward contracts to reduce the impact of currency rate fluctuations on firmly committed and projected future foreign currency transactions. All of the Company’s designated foreign currency forward contracts are considered to be cash flow hedges. These instruments hedge a portion of the Company’s currency requirements associated with anticipated inventory purchases, product sales, certain production financing loans and other cross-border transactions in years 2021 through 2022.
At December 27, 2020 and December 29, 2019, the notional amounts and fair values of assets (liabilities) for the Company’s foreign currency forward contracts designated as cash flow hedging instruments were as follows:
| 2020 | 2019 | ||||||||||||||||||||||
| Notional Amount | Fair Value | Notional Amount | Fair Value | ||||||||||||||||||||
| Hedged transaction | |||||||||||||||||||||||
| Inventory purchases | $ | 316,772 | (10,024) | 398,800 | 8,727 | ||||||||||||||||||
| Sales | 111,630 | 1,353 | 124,920 | 4,037 | |||||||||||||||||||
| Production financing and other | 89,908 | 353 | 19,499 | 140 | |||||||||||||||||||
| Total | $ | 518,310 | (8,318) | 543,219 | 12,904 |
The Company has a master agreement with each of its counterparties that allows for the netting of outstanding forward contracts. The fair values of the Company’s foreign currency forward contracts designated as cash flow hedges are recorded in the consolidated balance sheet at December 27, 2020 and December 29, 2019 as follows:
| 2020 | 2019 | ||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Unrealized gains | $ | 2,328 | 12,133 | ||||||||
| Unrealized losses | (1,628) | (3,955) | |||||||||
| Net unrealized gain | $ | 700 | 8,178 | ||||||||
| Other assets | |||||||||||
| Unrealized gains | $ | 1,108 | 6,652 | ||||||||
| Unrealized losses | — | — | |||||||||
| Net unrealized gain | $ | 1,108 | 6,652 | ||||||||
| Accrued liabilities | |||||||||||
| Unrealized gains | $ | 3,009 | 293 | ||||||||
| Unrealized losses | (12,951) | (2,219) | |||||||||
| Net unrealized loss | $ | (9,942) | (1,926) | ||||||||
| Other liabilities | |||||||||||
| Unrealized gains | $ | — | — | ||||||||
| Unrealized losses | (184) | — | |||||||||
| Net unrealized loss | $ | (184) | — | ||||||||
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Net gains (losses) on cash flow hedging activities have been reclassified from other comprehensive earnings to net earnings for the years ended December 27, 2020, December 29, 2019 and December 30, 2018 as follows:
| 2020 | 2019 | 2018 | |||||||||||||||
| Consolidated Statements of Operations Classification | |||||||||||||||||
| Cost of sales | $ | 21,189 | 16,689 | 3,909 | |||||||||||||
| Sales | 2,947 | 5,644 | 3,479 | ||||||||||||||
| Royalties and other | 1,247 | 193 | (527) | ||||||||||||||
| Net realized gains (losses) | $ | 25,383 | 22,526 | 6,861 |
Undesignated Hedges
The Company also enters into foreign currency forward contracts to minimize the impact of changes in the fair value of intercompany loans due to foreign currency changes. The Company does not use hedge accounting for these contracts as changes in the fair values of these contracts are substantially offset by changes in the fair value of the intercompany loans. Additionally, with the acquisition of eOne during the first quarter of 2020, the Company continued eOne's balance sheet hedging program designed to manage transactional exposure to fair value movements on certain of eOne's foreign currency denominated monetary assets and liabilities. The Company does not use hedge accounting for these contracts as changes in the fair values of these contracts are offset by changes in the fair value of the balance sheet item. As of December 27, 2020 and December 29, 2019, the total notional amounts of the Company’s undesignated derivative instruments were $590,620 and $307,351, respectively.
At December 27, 2020 and December 29, 2019, the fair value of the Company’s undesignated derivative financial instruments are recorded in the consolidated balance sheets as follows:
| 2020 | 2019 | ||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Unrealized gains | $ | 3,507 | — | ||||||||
| Unrealized losses | (521) | — | |||||||||
| Net unrealized gain | $ | 2,986 | — | ||||||||
| Accrued liabilities | |||||||||||
| Unrealized gains | $ | 3 | 13 | ||||||||
| Unrealized losses | (2,561) | (3,820) | |||||||||
| Net unrealized loss | $ | (2,558) | (3,807) | ||||||||
| Total unrealized losses | $ | 428 | (3,807) |
The Company recorded net (losses) gains of $(27,657), $13,443 and $11,698 on these instruments to other (income) expense, net for 2020, 2019 and 2018, respectively, relating to the change in fair value of such derivatives, substantially offsetting gains and losses from the change in fair value of intercompany loans to which the instruments relate.
eOne Purchase Hedges
During the third quarter of 2019 the Company hedged a portion of its exposure to fluctuations in the British pound sterling and other transactions in relation to the eOne acquisition using a series of both foreign exchange forward and option contracts. These contracts did not qualify for hedge accounting and as such, were marked to market through the Company's Consolidated Statement of Operations. For tax purposes these contracts qualified as nontaxable integrated tax hedges. The Company recorded realized gains of $79,990 on matured contracts to other (income) expense, net for the year ended December 29, 2019. These contracts matured on December 30, 2019 (the closing date of the transaction) and the related net gains or losses recognized in the Company's 2020 results were immaterial to the Company's consolidated financial statements.
For additional information related to the Company’s derivative financial instruments see notes 4 and 14.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
(19) Restructuring Actions
During 2018, the Company announced a comprehensive restructuring plan which consists of re-designing its go-to market strategy and re-shaping its organization to become a more responsive, innovative and digitally-driven play and entertainment company. As part of this process the Company took certain restructuring actions which continued through 2019. The actions primarily included headcount reduction aimed at right-sizing the Company’s cost-structure and giving it the ability to add required new talent in the future. In 2020, the Company continued to streamline its commercial organization, and recorded severance of $6,938 associated with these cost-savings initiatives. These charges were included within selling, distribution and administrative costs on the Consolidated Statement of Operations for the year ended December 27, 2020, and reported within Corporate and Eliminations.
During 2020, in connection with the eOne Acquisition, the Company recorded $32,519 of severance and other employee charges related to the integration of eOne. These charges were recorded within acquisition and related costs on the Consolidated Statements of Operations for the year ended December 27, 2020, and reported within Corporate and Eliminations.
The Company also recorded severance charges of $1,532 in 2020 associated with cost-savings initiatives within the Company's Music business.
The detail of activity related to the programs as of December 27, 2020 is as follows:
| 2018 Restructuring & 2020 Commercial Program | eOne Integration Program | Other | Total | ||||||||||||||||||||
| Remaining amounts to be paid as of December 30, 2018 | $ | 69,192 | $ | — | $ | — | $ | 69,192 | |||||||||||||||
| Payments made in 2019 | (35,481) | — | — | (35,481) | |||||||||||||||||||
| Changes in estimates | (2,598) | — | — | (2,598) | |||||||||||||||||||
| Remaining amounts to be paid as of December 29, 2019 | 31,113 | — | — | $ | 31,113 | ||||||||||||||||||
| 2020 restructuring charges | 6,938 | 32,519 | 1,532 | 40,989 | |||||||||||||||||||
| Payments made in 2020 | (19,736) | (15,681) | (692) | (36,109) | |||||||||||||||||||
| Remaining amounts to be paid as of December 27,2020 | $ | 18,315 | $ | 16,838 | $ | 840 | $ | 35,993 |
(20) Commitments and Contingencies
Hasbro had unused open letters of credit and related instruments of approximately $16,200 and $14,000 at December 27, 2020 and December 29, 2019, respectively.
The Company enters into license agreements with strategic partners, inventors, designers and others for the use of intellectual properties in its products. Certain of these agreements contain provisions for the payment of guaranteed or minimum royalty amounts. In addition, the Company enters into contractual commitments to obtain film and television content distribution rights and minimum guarantee commitments related to the purchase of film and television rights for content to be delivered in the future. Under terms of existing agreements as of December 27, 2020, Hasbro may, provided the other party meets their contractual commitment, be required to pay amounts as follows: 2021: $380,507; 2022: $121,399; 2023: $52,653; 2024: $32,653; 2025: $32,653; and thereafter: $32,806. At December 27, 2020, the Company had $93,675 of prepaid royalties, all of which are included in prepaid expenses and other current assets.
The Company enters into contracts with certain partners which among other things, provide the Company right of first refusal to purchase, distribute, or license certain entertainment projects or content. At December 27, 2020, the Company estimates that it may be obligated to pay $20,916 and $8,479, in 2021 and 2022, respectively, related to such agreements.
In connection with the Company’s agreement to form a joint venture with Discovery, the Company is obligated to make future payments to Discovery under a tax sharing agreement. The Company estimates these payments may total approximately $24,600 and may range from approximately $2,800 to $6,000 per year during the period 2021 to 2025, and approximately $400 in aggregate for all years occurring thereafter. These payments are
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
contingent upon the Company having sufficient taxable income to realize the expected tax deductions of certain amounts related to the joint venture.
At December 27, 2020, the Company estimates payments related to inventory and tooling purchase commitments may total approximately $574,323, including contractual commitments under the manufacturing agreement with Cartamundi as follows: 2021: $105,000, 2022: $95,000 and 2023: $85,000.
Hasbro is party to certain legal proceedings, as well as certain asserted and unasserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements.
(21) Segment Reporting
Segment and Geographic Information
Hasbro is a global play and entertainment company with a broad portfolio of brands and entertainment properties spanning toys, games, licensed products ranging from traditional to high-tech and digital, and film and television entertainment. For the periods presented in these consolidated financial statements, the Company’s segments are (i) U.S. and Canada, (ii) International, (iii) Entertainment, Licensing and Digital, (iv) eOne and (v) Global Operations. Following the eOne Acquisition on December 30, 2019, the eOne operating segment was added to the Company's existing reporting structure.
The U.S. and Canada segment includes the marketing and selling of action figures, arts and crafts and creative play products, electronic toys and related electronic interactive products, fashion and other dolls, infant products, play sets, preschool toys, plush products, sports action blasters and accessories, vehicles and toy-related specialty products, as well as traditional board games, and trading card and role-playing games primarily within the United States and Canada. Within the International segment, the Company markets and sells both toy and game products in markets outside of the U.S. and Canada, primarily in the European, Asia Pacific, and Latin and South American regions. The Company’s Entertainment, Licensing and Digital segment includes the Company’s consumer products licensing, digital gaming and Hasbro legacy movie and television entertainment operations. The eOne segment is engaged in the development, acquisition, production, financing, distribution and sale of entertainment content and is comprised of all legacy eOne operations. The Global Operations segment is responsible for sourcing finished products for the Company’s U.S. and Canada and International segments.
During the first quarter of 2019, the Company realigned its financial reporting segments to include all digital gaming businesses within the re-named Entertainment, Licensing and Digital reporting segment. As a result of the realignment 2018 results for the U.S. and Canada and the former Entertainment and Licensing segments have been restated to reflect those changes.
Segment performance is measured at the operating profit level. Included in Corporate and eliminations are certain corporate expenses, including the elimination of intersegment transactions and certain assets benefiting more than one segment. Intersegment sales and transfers are reflected in management reports at amounts approximating cost. Certain shared costs, including global development and marketing expenses and corporate administration, are allocated to segments based upon expenses and foreign exchange rates fixed at the beginning of the year, with adjustments to actual expenses and foreign exchange rates included in Corporate and eliminations. The accounting policies of the segments are the same as those referenced in note 1.
Given the evolution and reorganization of the Company in recent years, including as a result of the acquisition of eOne, the Company plans to realign the reporting segment structure in 2021 to reflect how future operating results will be organized for decision-making purposes and for assessing the Company’s performance. This realignment is expected to integrate the eOne segment and certain legacy Hasbro segments into a new reporting segment structure. However, for the year ended December 27, 2020, management views eOne’s performance separately from the Hasbro’s legacy business.
Results shown for fiscal years 2020, 2019 and 2018 are not necessarily those which would be achieved if each segment was an unaffiliated business enterprise.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Information by segment and a reconciliation to reported amounts are as follows:
| Revenues from External Customers | Affiliate Revenue | Operating Profit (Loss) | Depreciation and Amortization | Capital Additions | Total Assets | ||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||
| U.S. and Canada | $ | 2,556,104 | 19,788 | 539,727 | 10,304 | 13,864 | 3,063,421 | ||||||||||||||||||||||||||||
| International | 1,578,989 | 374 | 42,466 | 5,151 | 3,898 | 2,303,696 | |||||||||||||||||||||||||||||
| Entertainment, Licensing and Digital | 373,854 | 962 | 92,957 | 7,324 | 24,040 | 693,782 | |||||||||||||||||||||||||||||
| eOne | 956,496 | 975 | (79,185) | 103,664 | 4,702 | 5,784,302 | |||||||||||||||||||||||||||||
| Global Operations(a) | — | 1,193,831 | (8,670) | 68,117 | 65,348 | 3,401,024 | |||||||||||||||||||||||||||||
| Corporate and Eliminations(b) | — | (1,215,930) | (85,481) | 70,415 | 13,902 | (4,427,840) | |||||||||||||||||||||||||||||
| Consolidated Total | $ | 5,465,443 | — | 501,814 | 264,975 | 125,754 | 10,818,385 | ||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||
| U.S. and Canada | $ | 2,449,280 | 11,016 | 415,436 | 8,696 | 6,280 | 3,244,950 | ||||||||||||||||||||||||||||
| International | 1,836,360 | 273 | 107,304 | 6,166 | 4,290 | 2,482,170 | |||||||||||||||||||||||||||||
| Entertainment, Licensing and Digital | 434,467 | 11,466 | 99,686 | 8,342 | 25,718 | 695,898 | |||||||||||||||||||||||||||||
| Global Operations(a) | 120 | 1,388,623 | (7,237) | 81,532 | 73,708 | 3,334,190 | |||||||||||||||||||||||||||||
| Corporate and Eliminations(b) | — | (1,411,378) | 36,861 | 76,051 | 23,640 | (901,580) | |||||||||||||||||||||||||||||
| Consolidated Total | $ | 4,720,227 | — | 652,050 | 180,787 | 133,636 | 8,855,628 | ||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||
| U.S. and Canada | $ | 2,375,653 | 10,242 | 370,197 | 11,119 | 5,255 | 2,899,986 | ||||||||||||||||||||||||||||
| International | 1,847,585 | 290 | 39,470 | 6,530 | 4,652 | 2,229,053 | |||||||||||||||||||||||||||||
| Entertainment, Licensing and Digital | 356,299 | 15,796 | 29,127 | 4,627 | 26,631 | 620,425 | |||||||||||||||||||||||||||||
| Global Operations(a) | 109 | 1,439,292 | (8,415) | 84,759 | 82,912 | 3,197,847 | |||||||||||||||||||||||||||||
| Corporate and Eliminations(b) | — | (1,465,620) | (99,327) | 60,923 | 20,976 | (3,684,323) | |||||||||||||||||||||||||||||
| Consolidated Total | $ | 4,579,646 | — | 331,052 | 167,958 | 140,426 | 5,262,988 |
(a)The Global Operations segment derives substantially all of its revenues, and thus its operating results, from intersegment activities.
(b)Certain long-term assets, including property, plant and equipment, goodwill and other intangibles, which benefit multiple operating segments, are included in Corporate and eliminations. Allocations of certain expenses related to these assets to the individual operating segments are done at the beginning of the year based on budgeted amounts. Any differences between actual and budgeted amounts are reflected in Corporate and eliminations. Furthermore, Corporate and eliminations includes elimination of inter-company income statement transactions. Corporate and eliminations also includes the elimination of inter-company balance sheet amounts.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
The following table represents consolidated International segment net revenues by major geographic region for the three fiscal years ended December 27, 2020.
| 2020 | 2019 | 2018 | |||||||||||||||
| Europe | $ | 1,045,411 | 1,043,217 | 1,046,901 | |||||||||||||
| Latin America | 241,611 | 435,740 | 454,066 | ||||||||||||||
| Asia Pacific | 291,967 | 357,403 | 346,618 | ||||||||||||||
| Net revenues | $ | 1,578,989 | 1,836,360 | 1,847,585 |
The following table presents consolidated net revenues by brand portfolio for the three fiscal years ended December 27, 2020.
| 2020 | 2019 | 2018 | |||||||||||||||
| Franchise Brands | $ | 2,286,079 | 2,411,847 | 2,445,902 | |||||||||||||
| Partner Brands | 1,079,355 | 1,220,982 | 987,283 | ||||||||||||||
| Hasbro Gaming | 814,798 | 709,750 | 787,692 | ||||||||||||||
| Emerging Brands | 480,371 | 377,648 | 358,769 | ||||||||||||||
| TV/Film/Entertainment | 804,840 | — | — | ||||||||||||||
| Net revenues | $ | 5,465,443 | 4,720,227 | 4,579,646 |
Hasbro’s total gaming category, including all gaming net revenues, most notably MAGIC: THE GATHERING and MONOPOLY, totaled $1,763,793, $1,528,283 and $1,443,164 for the years ended December 27, 2020, December 29, 2019 and December 30, 2018, respectively.
Information as to Hasbro’s operations in different geographical areas is presented below on the basis the Company uses to manage its business. Net revenues are categorized based on location of the customer, while long-lived assets (property, plant and equipment, goodwill and other intangibles) are categorized based on their location.
| 2020 | 2019 | 2018 | |||||||||||||||
| Net revenues | |||||||||||||||||
| United States | $ | 3,202,402 | 2,653,337 | 2,497,331 | |||||||||||||
| International | 2,263,041 | 2,066,890 | 2,082,315 | ||||||||||||||
| 5,465,443 | 4,720,227 | 4,579,646 | |||||||||||||||
| Long-lived assets | |||||||||||||||||
| United States | 1,491,345 | 1,299,317 | 1,287,444 | ||||||||||||||
| International | 4,220,240 | 223,820 | 148,753 | ||||||||||||||
| $ | 5,711,585 | 1,523,137 | 1,436,197 |
Principal international markets include Europe, Canada, Mexico and Latin America, Australia, China and Hong Kong. Long-lived assets include property, plant and equipment, goodwill and other intangibles.
Other Information
Hasbro markets its products primarily to customers in the retail sector. Although the Company closely monitors the creditworthiness of its customers, adjusting credit policies and limits as deemed appropriate, a substantial portion of its customers’ ability to discharge amounts owed is generally dependent upon the overall retail economic environment.
In 2020 and 2019 the Company’s largest customers were Wal-Mart Stores, Inc., Amazon.com and Target Corporation. Sales to these customers amounted to 15%, 10% and 8%, respectively of consolidated net revenues in 2020 and 18%, 9% and 8%, respectively of consolidated net revenues during 2019. In 2018 the Company’s largest customers were Wal-Mart Stores, Inc. and Target Corporation. Sales to these customers amounted to 20% and 9%, respectively, of consolidated net revenues during 2018. These sales were primarily within the U.S. and Canada segment.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
Hasbro purchases certain components used in its manufacturing process and certain finished products from manufacturers in the Far East. The Company’s reliance on external sources of manufacturing can be shifted, over a period of time, to alternative sources of supply for products it sells, should such changes be necessary. However, if the Company were prevented from obtaining products from a substantial number of its current Far East suppliers due to political, labor or other factors beyond its control, the Company’s operations would be disrupted, potentially for a significant period of time, while alternative sources of product were secured. The imposition of trade sanctions, tariffs, border adjustment taxes or other measures by the United States or the European Union against a class of products imported by Hasbro from, or the loss of “normal trade relations” status with, China, or other countries where we manufacture products, or other factors which increase the cost of manufacturing in China, or other countries where we manufacture products, such as higher labor costs or an appreciation in the Chinese Yuan, could significantly disrupt our operations and/or significantly increase the cost of the products which are manufactured and imported into other markets.
The Company has agreements which allow it to develop and market products based on properties owned by third parties including its license with Marvel Entertainment, LLC and Marvel Characters B.V. (together “Marvel”) and its license with Lucas Licensing Ltd. and Lucasfilm Ltd. (together “Lucas”). These licenses have multi-year terms and provide the Company with the right to market and sell designated classes of products based on Marvel’s portfolio of brands, including SPIDER-MAN and THE AVENGERS, and Lucas’s STAR WARS brand. The Company also has a license to market products with The Walt Disney Company for DISNEY PRINCESS and DISNEY FROZEN lines. Hasbro’s net revenues from these licenses can be significant in any given year based on the level of third party entertainment. In addition to DISNEY PRINCESS and DISNEY FROZEN, both Marvel and Lucas are owned by The Walt Disney Company.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
(22) Quarterly Financial Data (Unaudited)
| Quarter | |||||||||||||||||||||||||||||
| First | Second | Third | Fourth | Full Year | |||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||
| Net revenues | $ | 1,105,570 | 860,279 | 1,776,623 | 1,722,971 | 5,465,443 | |||||||||||||||||||||||
| Operating profit (loss) (a) | (23,283) | 2,175 | 336,558 | 186,364 | 501,814 | ||||||||||||||||||||||||
| Earnings (loss) before income taxes | (71,882) | (43,728) | 299,198 | 138,474 | 322,062 | ||||||||||||||||||||||||
| Net earnings (loss) (a) | (67,810) | (32,898) | 219,983 | 106,166 | 225,441 | ||||||||||||||||||||||||
| Net earnings (loss) attributable to Hasbro, Inc. | (69,637) | (33,915) | 220,898 | 105,173 | 222,519 | ||||||||||||||||||||||||
| Per common share | |||||||||||||||||||||||||||||
| Net earnings (loss) | |||||||||||||||||||||||||||||
| Basic | $ | (0.51) | (0.25) | 1.61 | 0.77 | 1.62 | |||||||||||||||||||||||
| Diluted | (0.51) | (0.25) | 1.61 | 0.76 | 1.62 | ||||||||||||||||||||||||
| Market price | |||||||||||||||||||||||||||||
| High | $ | 109.50 | 83.99 | 83.26 | 97.13 | 109.50 | |||||||||||||||||||||||
| Low | 41.33 | 60.20 | 70.78 | 77.29 | 41.33 | ||||||||||||||||||||||||
| Cash dividends declared | $ | 0.68 | 0.68 | 0.68 | 0.68 | 2.72 | |||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||
| Net revenues | $ | 732,510 | 984,537 | 1,575,173 | 1,428,007 | 4,720,227 | |||||||||||||||||||||||
| Operating profit (b) | 36,127 | 128,333 | 297,210 | 190,380 | 652,050 | ||||||||||||||||||||||||
| Earnings before income taxes | 29,595 | 6,108 | 259,746 | 298,761 | 594,210 | ||||||||||||||||||||||||
| Net earnings (b) | 26,727 | 13,433 | 212,949 | 267,345 | 520,454 | ||||||||||||||||||||||||
| Per common share | |||||||||||||||||||||||||||||
| Net earnings | |||||||||||||||||||||||||||||
| Basic | $ | 0.21 | 0.11 | 1.68 | 2.02 | 4.07 | |||||||||||||||||||||||
| Diluted | 0.21 | 0.11 | 1.67 | 2.01 | 4.05 | ||||||||||||||||||||||||
| Market price | |||||||||||||||||||||||||||||
| High | $ | 93.19 | 108.86 | 126.87 | 123.05 | 126.87 | |||||||||||||||||||||||
| Low | 77.34 | 84.61 | 103.04 | 92.59 | 77.34 | ||||||||||||||||||||||||
| Cash dividends declared | $ | 0.68 | 0.68 | 0.68 | 0.68 | 2.72 |
(a)Operating profit (loss) and net earnings (loss) for the 2020 quarters include the impact of the following items:
- During 2020, in association with the acquisition of eOne, the Company incurred the following:
◦Incremental intangible amortization costs related to the intangible assets acquired totaling $97,856 ($80,731 after-tax). Incremental intangible amortization costs by quarter were as follows: $25,028 ($19,885 after-tax) in the first quarter, $22,592 ($17,949 after-tax) in the second quarter, $24,716 ($19,637 after-tax) in the third quarter, and $25,520 ($23,260 after-tax) in the fourth quarter, respectively.
HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Thousands of Dollars and Shares Except Per Share Data)
◦The Company also incurred related costs of $218,566 ($188,557 after-tax), comprised of the following:
▪Acquisition and integration costs, including expense associated with the acceleration of eOne stock-based compensation, intangible asset impairments and advisor fees settled at the closing of the acquisition by quarter were as follows: $95,718 in the first quarter, $3,966 in the second quarter, $4,599 in the third quarter, and $40,886 in the fourth quarter, respectively.
▪Restructuring and related costs, including severance and retention costs by quarter were as follows: $54,064 in the first quarter, $6,296 in the second quarter, $1,350 in the third quarter, and $11,687 in the fourth quarter, respectively.
-
The Company incurred $8,470 of severance charges during 2020, associated with cost-savings initiatives within the Company’s commercial and Film and TV business. Severance charges by quarter were as follows: $11,554 in the second quarter, and ($3,084) in the fourth quarter, respectively.
-
During 2020, net earnings was impacted by income tax expense of $15,389 as a result of the revaluation of Hasbro’s UK tax attributes in accordance with the Finance Act of 2020 enacted by the United Kingdom on July 22, 2020. Income tax expense by quarter were as follows: $13,680 in the third quarter, and $1,709 in the fourth quarter, respectively.
(b)Operating profit and net earnings for the 2019 quarters include the impact of the following items:
-
During 2019, net earnings was impacted by $110,962 ($85,995 after-tax) non-cash charges related to the settlement of the Company's U.S. defined benefit pension plan. Non-cash charges consisted of $110,777 ($85,852 after-tax) in the second quarter, and $185 ($143 after-tax) in the fourth quarter, respectively. During 2018 the Compensation Committee of the Company’s Board of Directors approved a resolution to terminate the Company’s U.S. defined benefit pension plan and commenced the termination process.
-
In the third quarter of 2019, net earnings were impacted by a loss of $25,533 ($20,886 after-tax) related to hedging the British pound sterling purchase price of eOne. During the third quarter of 2019 the Company announced that they entered into a definitive agreement under which the Company would acquire eOne in an all-cash transaction, to be paid in British pound sterling. The Company hedged a portion of its exposure to fluctuations in the British pound sterling in relation to the acquisition using a series of both foreign exchange forward and option contracts. These contracts did not qualify for hedge accounting and, as such, were marked to market through other expense in the Company's Consolidated Statement of Operations.
-
In the fourth quarter of 2019, in association with the Company's agreement to acquire eOne, the Company incurred certain transaction-related costs, as well as hedge gains on the British pound sterling purchase price in 2019. This resulted in eOne net gains in the fourth quarter of 2019 of $101,249 ($102,658 after-tax), comprised of the following:
◦Net earnings were impacted by hedge gains of $139,666 in the fourth quarter of 2019 related to the foreign exchange forward and option contracts to hedge a portion of the British pound sterling purchase price for the eOne Acquisition;
◦Net earnings were impacted by financing transaction fees of $20,568 in the fourth quarter, primarily related to the Company’s bridge financing facility which terminated unused in the fourth quarter of 2019;
◦Operating profit and net earnings were impacted by eOne Acquisition related costs of $17,778 in the fourth quarter; and
◦Net earnings were impacted by tax benefits of $1,409 in the fourth quarter of 2019 related to the eOne Acquisition related costs and Financing transaction fees.
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