filings.toolsItem 1. Financial Statements.
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Item 1. Financial Statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Millions of Dollars Except Share Data)
(Unaudited)
| March 27, 2022 | March 28, 2021 | December 26, 2021 | |||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents including restricted cash of $38.8 million, $72.1 million and $35.8 million | $ | 1,057.9 | $ | 1,430.4 | $ | 1,019.2 | |||||||||||
| Accounts receivable, less allowance for doubtful accounts of $24.1 million, $32.5 million and $22.9 million | 931.7 | 810.4 | 1,500.4 | ||||||||||||||
| Inventories | 644.3 | 429.2 | 552.1 | ||||||||||||||
| Prepaid expenses and other current assets | 621.4 | 566.0 | 656.4 | ||||||||||||||
| Total current assets | 3,255.3 | 3,236.0 | 3,728.1 | ||||||||||||||
| Property, plant and equipment, less accumulated depreciation of $641.5 million, $563.5 million and $630.0 million | 422.6 | 482.7 | 421.1 | ||||||||||||||
| Other assets | |||||||||||||||||
| Goodwill | 3,419.3 | 3,691.4 | 3,419.6 | ||||||||||||||
| Other intangible assets, net of accumulated amortization of $1,075.2 million, $999.7 million and $1,050.4 million | 1,136.6 | 1,513.0 | 1,172.0 | ||||||||||||||
| Other | 1,284.9 | 1,266.0 | 1,297.0 | ||||||||||||||
| Total other assets | 5,840.8 | 6,470.4 | 5,888.6 | ||||||||||||||
| Total assets | $ | 9,518.7 | $ | 10,189.1 | $ | 10,037.8 | |||||||||||
| LIABILITIES, NONCONTROLLING INTERESTS AND SHAREHOLDERS' EQUITY | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Short-term borrowings | $ | 104.1 | $ | 8.8 | $ | 0.8 | |||||||||||
| Current portion of long-term debt | 155.8 | 148.9 | 200.1 | ||||||||||||||
| Accounts payable | 411.7 | 312.1 | 580.2 | ||||||||||||||
| Accrued liabilities | 1,371.4 | 1,283.6 | 1,674.8 | ||||||||||||||
| Total current liabilities | 2,043.0 | 1,753.4 | 2,455.9 | ||||||||||||||
| Long-term debt | 3,737.9 | 4,674.1 | 3,824.2 | ||||||||||||||
| Other liabilities | 633.6 | 777.7 | 670.7 | ||||||||||||||
| Total liabilities | $ | 6,414.5 | $ | 7,205.2 | $ | 6,950.8 | |||||||||||
| Redeemable noncontrolling interests | 23.5 | 24.0 | 23.9 | ||||||||||||||
| 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 at March 27, 2022, March 28, 2021, and December 26, 2021 | 110.1 | 110.1 | 110.1 | ||||||||||||||
| Additional paid-in capital | 2,475.7 | 2,339.6 | 2,428.0 | ||||||||||||||
| Retained earnings | 4,220.9 | 4,226.8 | 4,257.8 | ||||||||||||||
| Accumulated other comprehensive loss | (246.9) | (206.4) | (235.3) | ||||||||||||||
| Treasury stock, at cost; 80,844,603 shares at March 27, 2022; 82,724,111 shares at March 28, 2021; and 82,066,136 shares at December 26, 2021 | (3,513.8) | (3,550.6) | (3,534.7) | ||||||||||||||
| Noncontrolling interests | 34.7 | 40.4 | 37.2 | ||||||||||||||
| Total shareholders' equity | 3,080.7 | 2,959.9 | 3,063.1 | ||||||||||||||
| Total liabilities, noncontrolling interests and shareholders' equity | $ | 9,518.7 | $ | 10,189.1 | $ | 10,037.8 |
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Millions of Dollars Except Per Share Data)
(Unaudited)
| Quarter Ended | |||||||||||||||||||||||
| March 27, 2022 | March 28, 2021 | ||||||||||||||||||||||
| Net revenues | $ | 1,163.1 | $ | 1,114.8 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of sales | 333.1 | 289.9 | |||||||||||||||||||||
| Program cost amortization | 138.5 | 97.5 | |||||||||||||||||||||
| Royalties | 90.1 | 108.9 | |||||||||||||||||||||
| Product development | 69.6 | 61.8 | |||||||||||||||||||||
| Advertising | 77.6 | 87.9 | |||||||||||||||||||||
| Amortization of intangibles | 27.1 | 32.9 | |||||||||||||||||||||
| Selling, distribution and administration | 307.1 | 288.6 | |||||||||||||||||||||
| Total costs and expenses | 1,043.1 | 967.5 | |||||||||||||||||||||
| Operating profit | 120.0 | 147.3 | |||||||||||||||||||||
| Non-operating expense (income): | |||||||||||||||||||||||
| Interest expense | 41.6 | 47.9 | |||||||||||||||||||||
| Interest income | (2.1) | (1.2) | |||||||||||||||||||||
| Other income (expense), net | 0.3 | (28.9) | |||||||||||||||||||||
| Total non-operating expense, net | 39.8 | 17.8 | |||||||||||||||||||||
| Earnings before income taxes | 80.2 | 129.5 | |||||||||||||||||||||
| Income tax expense | 17.3 | 12.0 | |||||||||||||||||||||
| Net earnings | 62.9 | 117.5 | |||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | 1.7 | 1.3 | |||||||||||||||||||||
| Net earnings attributable to Hasbro, Inc. | $ | 61.2 | $ | 116.2 | |||||||||||||||||||
| Net earnings per common share: | |||||||||||||||||||||||
| Basic | $ | 0.44 | $ | 0.84 | |||||||||||||||||||
| Diluted | $ | 0.44 | $ | 0.84 | |||||||||||||||||||
| Cash dividends declared per common share | $ | 0.70 | $ | 0.68 |
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Earnings
(Millions of Dollars)
(Unaudited)
| Quarter Ended | |||||||||||||||||||||||
| March 27, 2022 | March 28, 2021 | ||||||||||||||||||||||
| Net earnings | $ | 62.9 | $ | 117.5 | |||||||||||||||||||
| Other comprehensive earnings: | |||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | (10.7) | (16.1) | |||||||||||||||||||||
| Unrealized holding gains on available-for-sale securities, net of tax | 0.2 | — | |||||||||||||||||||||
| Net (losses) gains on cash flow hedging activities, net of tax | (1.2) | 5.6 | |||||||||||||||||||||
| Reclassifications to earnings, net of tax: | |||||||||||||||||||||||
| Net gains on cash flow hedging activities | — | (1.1) | |||||||||||||||||||||
| Amortization of unrecognized pension and postretirement amounts | 0.1 | 0.2 | |||||||||||||||||||||
| Total other comprehensive loss, net of tax | $ | (11.6) | $ | (11.4) | |||||||||||||||||||
| Total comprehensive earnings attributable to noncontrolling interests | 1.7 | 1.3 | |||||||||||||||||||||
| Total comprehensive earnings attributable to Hasbro, Inc. | $ | 49.6 | $ | 104.8 |
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Millions of Dollars)
(Unaudited)
| Three months ended | |||||||||||
| March 27, 2022 | March 28, 2021 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | 62.9 | $ | 117.5 | |||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||||
| Depreciation of plant and equipment | 25.1 | 25.0 | |||||||||
| Amortization of intangibles | 27.1 | 32.9 | |||||||||
| Program cost amortization | 138.5 | 97.5 | |||||||||
| Deferred income taxes | (33.4) | 16.3 | |||||||||
| Stock-based compensation | 18.1 | 16.7 | |||||||||
| Other non-cash items | 3.9 | 5.4 | |||||||||
| Change in operating assets and liabilities net of acquired balances: | |||||||||||
| Decrease in accounts receivable | 559.8 | 592.0 | |||||||||
| Increase in inventories | (99.6) | (42.1) | |||||||||
| Decrease in prepaid expenses and other current assets | 42.1 | 44.9 | |||||||||
| Program spend, net | (169.4) | (147.1) | |||||||||
| Decrease in accounts payable and accrued liabilities | (464.4) | (382.6) | |||||||||
| Other | 24.0 | 1.2 | |||||||||
| Net cash provided by operating activities | 134.7 | 377.6 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to property, plant and equipment | (29.2) | (23.9) | |||||||||
| Other | 5.3 | (1.6) | |||||||||
| Net cash utilized by investing activities | (23.9) | (25.5) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from borrowings with maturity greater than three months | 1.3 | 72.4 | |||||||||
| Repayments of borrowings with maturity greater than three months | (133.9) | (344.9) | |||||||||
| Net proceeds from other short-term borrowings | 103.3 | 2.0 | |||||||||
| Stock-based compensation transactions | 70.2 | 4.7 | |||||||||
| Dividends paid | (94.5) | (93.4) | |||||||||
| Payments related to tax withholding for share-based compensation | (19.3) | (9.3) | |||||||||
| Other | (4.6) | (2.3) | |||||||||
| Net cash utilized by financing activities | (77.5) | (370.8) | |||||||||
| Effect of exchange rate changes on cash | 5.4 | (0.6) | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 38.7 | (19.3) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of year | 1,019.2 | 1,449.7 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 1,057.9 | $ | 1,430.4 | |||||||
| Supplemental information | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | 30.5 | $ | 34.5 | |||||||
| Income taxes | $ | 29.2 | $ | 18.3 |
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interests
(Millions of Dollars)
(Unaudited)
| Three Months Ended March 27, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interests | Total Shareholders' Equity | Redeemable Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 26, 2021 | $ | 110.1 | 2,428.0 | 4,257.8 | (235.3) | (3,534.7) | 37.2 | $ | 3,063.1 | $ | 23.9 | |||||||||||||||||||||||||||||||||||||||
| Net earnings attributable to Hasbro, Inc. | — | — | 61.2 | — | — | — | 61.2 | — | ||||||||||||||||||||||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | — | — | — | — | — | 1.2 | 1.2 | 0.5 | ||||||||||||||||||||||||||||||||||||||||||
| Change in put option value | (0.4) | (0.4) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings | — | — | — | (11.6) | — | — | (11.6) | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation transactions | — | 30.0 | — | — | 20.9 | — | 50.9 | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 18.1 | — | — | — | — | 18.1 | — | ||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | (98.1) | — | — | — | (98.1) | — | ||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to noncontrolling owners and other foreign exchange | — | — | — | — | — | (3.7) | (3.7) | (0.9) | ||||||||||||||||||||||||||||||||||||||||||
| Balance, March 27, 2022 | $ | 110.1 | 2,475.7 | 4,220.9 | (246.9) | (3,513.8) | 34.7 | $ | 3,080.7 | $ | 23.5 | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 28, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interests | Total Shareholders' Equity | Redeemable Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 27, 2020 | $ | 110.1 | 2,329.1 | 4,204.2 | (195.0) | (3,551.7) | 40.0 | $ | 2,936.7 | $ | 24.4 | |||||||||||||||||||||||||||||||||||||||
| Net earnings attributable to Hasbro, Inc. | — | — | 116.2 | — | — | — | 116.2 | — | ||||||||||||||||||||||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | — | — | — | — | — | 1.3 | 1.3 | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings | — | — | — | (11.4) | — | — | (11.4) | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation transactions | — | (5.8) | — | — | 1.1 | — | (4.7) | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 16.7 | — | — | — | — | 16.7 | — | ||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | (93.6) | — | — | — | (93.6) | — | ||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to noncontrolling owners and other foreign exchange | — | (0.4) | — | — | — | (0.9) | (1.3) | (0.4) | ||||||||||||||||||||||||||||||||||||||||||
| Balance, March 28, 2021 | $ | 110.1 | 2,339.6 | 4,226.8 | (206.4) | (3,550.6) | 40.4 | $ | 2,959.9 | $ | 24.0 |
HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
(Unaudited)
(1) Basis of Presentation
In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the consolidated financial position of Hasbro, Inc. and all majority-owned subsidiaries ("Hasbro" or the "Company") as of March 27, 2022 and March 28, 2021, and the results of its operations and cash flows and shareholders' equity for the periods then ended in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of consolidated financial statements in conformity with U.S. GAAP 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.
The quarters ended March 27, 2022 and March 28, 2021 were each 13-week periods.
The results of operations for the quarter ended March 27, 2022 are not necessarily indicative of results to be expected for the full year 2022, nor were those of the comparable 2021 period representative of those actually experienced for the full year 2021.
Significant Accounting Policies
The Company's significant accounting policies are summarized in note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 26, 2021 ("2021 Form 10-K").
eOne Music Sale
On June 29, 2021, the Company completed the sale of eOne Music for net proceeds of $397.0 million, including the sales price of $385.0 million and $12.0 million of closing adjustments related to working capital and net debt calculations. The final proceeds were subject to further adjustment upon completion of closing working capital, which resulting in a net outflow of $0.9 million in the fourth quarter of 2021. Fiscal year 2021 includes two quarters of financial results for the eOne Music Business.
These consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The Company filed with the SEC audited consolidated financial statements for the fiscal year ended December 26, 2021 in its 2021 Form 10-K, which includes all such information and disclosures and, accordingly, should be read in conjunction with the financial information included herein.
Recently Adopted Accounting Standards
As of March 27, 2022, there were no recently adopted accounting standards that had a material effect on the Company’s financial statements.
Issued Accounting Pronouncements
In March of 2020, the FASB issued Accounting Standards Update No. 2020-04 (ASU 2020-04) Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions, for a limited period of time, to ease the potential burden of recognizing the effects of reference rate reform on financial reporting. The amendments in this update apply to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to the global transition away from LIBOR and certain other interbank offered rates. An entity may elect to apply the amendments provided by this update beginning March 12, 2020 through December 31, 2022. The change from LIBOR to an alternate rate has not had a material impact on the Company's consolidated financial statements.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
(2) Revenue Recognition
Contract Assets and Liabilities
In the ordinary course of business, the Company’s Consumer Products, Wizards of the Coast and Digital Gaming and Entertainment segments enter into contracts to license certain of the Company’s intellectual property, providing licensees right-to-use access for use in the production and sale of consumer products and digital game development, and for use within content for distribution over streaming platforms and for television and film. The Company also licenses owned television and film content for distribution to third parties in formats that include broadcast, digital streaming and theatrical. Through these arrangements, the Company may receive advanced royalty payments from licensees, either in advance of a licensees’ subsequent sales to customers or, prior to the completion of the Company’s performance obligation. In addition, the Company’s Wizards of the Coast and Digital Gaming segment may receive advanced payments from end users of its digital games at the time of the initial purchase or through in-application purchases. These digital gaming revenues are recognized over a period of time, determined based on player usage patterns or the estimated playing life of the user or when additional downloadable content is made available. The Company defers revenues on all licensee and digital gaming advanced payments until the respective performance obligations are satisfied. The Company records the aggregate deferred revenues as contract liabilities, with the current portion recorded within Accrued Liabilities and the long-term portion recorded as Other Non-current Liabilities in the Company’s consolidated balance sheets. The Company records contract assets in the case of (1) minimum guarantees being recognized in advance of contractual invoicing, which are recognized ratably over the terms of the respective license periods, and (2) film and television distribution revenues recorded for content delivered, where payment will occur over the license term. The current portion of contract assets is recorded in Prepaid Expenses and Other Current Assets, respectively, and the long-term portion is recorded within Other Long-Term Assets.
At March 27, 2022, March 28, 2021 and December 26, 2021 the Company had the following contract assets and liabilities in its consolidated balance sheets:
| March 27, 2022 | March 28, 2021 | December 26, 2021 | |||||||||||||||
| Assets | |||||||||||||||||
| Contract assets - current | $ | 299.8 | $ | 257.9 | $ | 286.9 | |||||||||||
| Contract assets - long term | 94.6 | 70.0 | 104.2 | ||||||||||||||
| Total | $ | 394.4 | $ | 327.9 | $ | 391.1 | |||||||||||
| Liabilities | |||||||||||||||||
| Contract liabilities - current | $ | 97.6 | $ | 146.9 | $ | 114.1 | |||||||||||
| Contract liabilities - long term | 5.9 | 16.6 | 7.1 | ||||||||||||||
| Total | $ | 103.5 | $ | 163.5 | $ | 121.2 |
For the three months ended March 27, 2022, the Company collected $58.8 million of the contract assets and recognized $38.6 million of contract liabilities that were included in the December 26, 2021 balances.
Unsatisfied performance obligations
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 March 27, 2022, unrecognized revenue attributable to unsatisfied performance obligations expected to be recognized in the future were $315.2 million. Of this amount, we expect to recognize $208.1 million in the remainder of 2022, $91.9 million in 2023, $6.6 million in 2024 and $8.6 million in 2025. These amounts include only fixed considerations.
Accounts Receivable and Allowance for Credit Losses
The Company’s balance for accounts receivable on the consolidated balance sheets as of March 27, 2022 and March 28, 2021 are primarily from contracts with customers. Of the Company’s accounts receivable, less allowance for doubtful accounts, of $931.7 million, approximately $35.0 million relates to accounts receivable held in Russia. The Company has insurance coverage for over 90% of Russia receivables. The Company had no material expense for credit losses for the quarters ended March 27, 2022 and March 28, 2021.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
Disaggregation of revenues
The Company disaggregates its revenues from contracts with customers by reportable segment: Consumer Products, Entertainment, and Wizards of the Coast and Digital Gaming. The Company further disaggregates revenues within its Consumer Products segment by major geographic region: North America, Europe, Latin America, and Asia Pacific; within its Entertainment segment by category: Film & TV, Family Brands, and Other; and within its Wizards of the Coast and Digital Gaming segment by line of business: Tabletop Gaming and Digital and Licensed Gaming. 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 13 for further information.
(3) Earnings Per Share
Net earnings per share data for the quarters ended March 27, 2022 and March 28, 2021 were computed as follows:
| 2022 | 2021 | ||||||||||||||||||||||
| Quarter | Basic | Diluted | Basic | Diluted | |||||||||||||||||||
| Net earnings attributable to Hasbro, Inc. | $ | 61.2 | 61.2 | $ | 116.2 | 116.2 | |||||||||||||||||
| Average shares outstanding | 139.3 | 139.3 | 137.7 | 137.7 | |||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Options and other share-based awards | — | 0.3 | — | 0.4 | |||||||||||||||||||
| Equivalent Shares | 139.3 | 139.6 | 137.7 | 138.1 | |||||||||||||||||||
| Net earnings attributable to Hasbro, Inc. per common share | $ | 0.44 | 0.44 | $ | 0.84 | 0.84 |
For the quarters ended March 27, 2022 and March 28, 2021, options and restricted stock units totaling 2.5 million and 2.2 million, respectively, were excluded from the calculation of diluted earnings per share because to include them would have been anti-dilutive.
(4) Goodwill
During the first quarter of 2021, the Company realigned its financial reporting structure creating the following three principal reportable segments: Consumer Products, Wizards of the Coast and Digital Gaming and Entertainment. In our realignment, some, but not all, of our reporting units were changed. As a result of these changes, during 2021, the Company reallocated its goodwill among the revised reporting units based on the change in relative fair values of the respective reporting units.
Changes in the carrying amount of goodwill, by operating segment, for the quarters ended March 27, 2022 and March 28, 2021 are as follows:
| Consumer Products | Wizards of the Coast and Digital Gaming | Entertainment | Total | |||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||
| Balance at December 26, 2021 | $ | 1,584.9 | 307.3 | 1,527.4 | $ | 3,419.6 | ||||||||||||||||||||
| Foreign exchange translation | (0.1) | 0.2 | (0.4) | (0.3) | ||||||||||||||||||||||
| Balance at March 27, 2022 | $ | 1,584.8 | 307.5 | 1,527.0 | $ | 3,419.3 |
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
| Consumer Products | Wizards of the Coast and Digital Gaming | Entertainment | Total | |||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||
| Balance at December 27, 2020 | $ | 1,385.7 | 53.1 | 2,252.9 | $ | 3,691.7 | ||||||||||||||||||||
| Goodwill allocation | 199.4 | 254.2 | (453.6) | — | ||||||||||||||||||||||
| Foreign exchange translation | (0.1) | 0.2 | (0.4) | (0.3) | ||||||||||||||||||||||
| Balance at March 28, 2021 | $ | 1,585.0 | 307.5 | 1,798.9 | $ | 3,691.4 |
During the second quarter of 2021, the Company entered into a definitive agreement to sell the Entertainment One Music business ("eOne Music"). Based on the value of the net assets held by eOne Music, which included goodwill and intangible assets allocated to eOne Music as part of the acquisition of Entertainment One in December 2019 (the "eOne Acquisition"), the Company recorded a pre-tax non-cash goodwill impairment charge of $108.8 million, during the second quarter of 2021, within Loss on Disposal of Business in the Consolidated Statements of Operations, and within the Entertainment segment. On June 29, 2021, during the Company's fiscal third quarter, the eOne Music sale was completed and associated goodwill and intangible assets of $162.2 million were removed from the consolidated financial statements.
(5) Other Comprehensive Earnings (Loss)
Components of other comprehensive earnings (loss) are presented within the consolidated statements of comprehensive earnings (loss). The following table presents the related tax effects on changes in other comprehensive earnings (loss) for the quarters ended March 27, 2022 and March 28, 2021.
| Quarter Ended | |||||||||||||||||||||||
| March 27, 2022 | March 28, 2021 | ||||||||||||||||||||||
| Other comprehensive earnings (loss), tax effect: | |||||||||||||||||||||||
| Tax (expense) on unrealized holding gains | $ | (0.1) | $ | — | |||||||||||||||||||
| Tax benefit (expense) on cash flow hedging activities | 0.9 | (1.0) | |||||||||||||||||||||
| Reclassifications to earnings, tax effect: | |||||||||||||||||||||||
| Tax expense (benefit) on cash flow hedging activities | (0.2) | 0.2 | |||||||||||||||||||||
| Amortization of unrecognized pension and postretirement amounts | — | (0.1) | |||||||||||||||||||||
| Total tax effect on other comprehensive earnings (loss) | $ | 0.6 | $ | (0.9) |
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
Changes in the components of accumulated other comprehensive earnings (loss), net of tax for the quarters ended March 27, 2022 and March 28, 2021 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 Loss | |||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||
| Balance at December 26, 2021 | $ | (35.1) | (6.0) | 0.2 | (194.4) | (235.3) | |||||||||||||||||||||||
| Current period other comprehensive earnings (loss) | 0.1 | (1.2) | 0.2 | (10.7) | (11.6) | ||||||||||||||||||||||||
| Balance at March 27, 2022 | $ | (35.0) | (7.2) | 0.4 | (205.1) | (246.9) | |||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||
| Balance at December 27, 2020 | $ | (40.7) | (22.1) | 0.3 | (132.5) | (195.0) | |||||||||||||||||||||||
| Current period other comprehensive earnings (loss) | 0.2 | 4.5 | — | (16.1) | (11.4) | ||||||||||||||||||||||||
| Balance at March 28, 2021 | $ | (40.5) | (17.6) | 0.3 | (148.6) | (206.4) |
Gains (Losses) on Derivative Instruments
At March 27, 2022, the Company had remaining net deferred gains on foreign currency forward contracts, net of tax, of $8.1 million in accumulated other comprehensive earnings (loss) ("AOCE"). These instruments hedge payments related to inventory purchased in the first quarter of 2022 or forecasted to be purchased during the remainder of 2022 through 2023, intercompany expenses expected to be paid or received during 2022, television and movie production costs paid in 2022 or expected to be paid in 2023 or 2024, and cash receipts for sales made at the end of the first quarter of 2022 or forecasted to be made in the remainder of 2022. These amounts will be reclassified into the consolidated statements of operations upon the sale of the related inventory, the recognition of the related production costs or the recognition of the related sales or intercompany expenses to be paid or received.
In addition to foreign currency forward contracts, the Company entered into hedging contracts on future interest payments related to the 3.15% Notes, that were repaid in full in the aggregate principal amount of $300.0 million during the first quarter of 2021 (See note 7), and the 5.10% Notes due 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 March 27, 2022, deferred losses, net of tax of $15.4 million related to these instruments remained in AOCE. For the quarters ended March 27, 2022 and March 28, 2021, previously deferred losses of $0.2 million and $0.5 million, respectively, related to these instruments were reclassified from AOCE to net earnings.
Of the net deferred gains included in AOCE at March 27, 2022, the Company expects net gains of approximately $8.7 million 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.
See note 11 for additional discussion on reclassifications from AOCE to earnings.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
(6) Accrued Liabilities
Components of accrued liabilities for the periods ended March 27, 2022, March 28, 2021 and December 26, 2021 were as follows:
| March 27, 2022 | March 28, 2021 | December 26, 2021 | |||||||||||||||
| Participations and residuals | $ | 301.4 | $ | 289.8 | $ | 299.1 | |||||||||||
| Royalties | 162.0 | 126.7 | 253.0 | ||||||||||||||
| Deferred revenue | 97.6 | 146.9 | 114.1 | ||||||||||||||
| Payroll and management incentives | 56.9 | 36.2 | 183.6 | ||||||||||||||
| Dividends | 97.6 | 93.5 | 94.0 | ||||||||||||||
| Other taxes | 74.1 | 67.5 | 95.0 | ||||||||||||||
| Advertising | 58.6 | 69.7 | 60.4 | ||||||||||||||
| Severance | 27.6 | 44.0 | 32.0 | ||||||||||||||
| Accrued Expenses IIC & IIP | 70.7 | 40.9 | 74.9 | ||||||||||||||
| Freight | 65.6 | 26.3 | 107.5 | ||||||||||||||
| Accrued income taxes | 33.1 | 16.5 | 30.9 | ||||||||||||||
| Other | 326.2 | 325.6 | 330.3 | ||||||||||||||
| Total accrued liabilities | $ | 1,371.4 | $ | 1,283.6 | $ | 1,674.8 |
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
(7) Financial Instruments
The Company's financial instruments include cash and cash equivalents, accounts receivable, short-term borrowings, accounts payable and certain accrued liabilities. At March 27, 2022, March 28, 2021 and December 26, 2021, the carrying cost of these instruments approximated their fair value. The Company's financial instruments at March 27, 2022, March 28, 2021 and December 26, 2021 also include certain assets and liabilities measured at fair value (see notes 10 and 11) as well as long-term borrowings. The carrying costs, which are equal to the outstanding principal amounts, and fair values of the Company's long-term borrowings as of March 27, 2022, March 28, 2021 and December 26, 2021 are as follows:
| March 27, 2022 | March 28, 2021 | December 26, 2021 | |||||||||||||||||||||||||||||||||
| Carrying Cost | Fair Value | Carrying Cost | Fair Value | Carrying Cost | Fair Value | ||||||||||||||||||||||||||||||
| 3.90% Notes Due 2029 | $ | 900.0 | 901.7 | $ | 900.0 | 961.9 | $ | 900.0 | 991.7 | ||||||||||||||||||||||||||
| 3.55% Notes Due 2026 | 675.0 | 677.2 | 675.0 | 731.2 | 675.0 | 725.6 | |||||||||||||||||||||||||||||
| 3.00% Notes Due 2024 | 500.0 | 498.0 | 500.0 | 533.9 | 500.0 | 521.2 | |||||||||||||||||||||||||||||
| 6.35% Notes Due 2040 | 500.0 | 604.2 | 500.0 | 639.6 | 500.0 | 692.8 | |||||||||||||||||||||||||||||
| 3.50% Notes Due 2027 | 500.0 | 496.5 | 500.0 | 535.8 | 500.0 | 539.2 | |||||||||||||||||||||||||||||
| 2.60% Notes Due 2022 | — | — | 300.0 | 309.6 | — | — | |||||||||||||||||||||||||||||
| 5.10% Notes Due 2044 | 300.0 | 321.7 | 300.0 | 333.8 | 300.0 | 374.5 | |||||||||||||||||||||||||||||
| 6.60% Debentures Due 2028 | 109.9 | 125.4 | 109.9 | 134.4 | 109.9 | 136.7 | |||||||||||||||||||||||||||||
| Variable % Notes Due December 30, 2022 | — | — | 300.0 | 300.0 | — | — | |||||||||||||||||||||||||||||
| Variable % Notes Due December 30, 2024 (1) | 340.0 | 340.0 | 570.0 | 570.0 | 397.5 | 397.5 | |||||||||||||||||||||||||||||
| Production Financing Facilities | 95.8 | 95.8 | 201.8 | 201.8 | 170.1 | 170.1 | |||||||||||||||||||||||||||||
| Total long-term debt | $ | 3,920.7 | 4,060.5 | $ | 4,856.7 | 5,252.0 | $ | 4,052.5 | 4,549.3 | ||||||||||||||||||||||||||
| Less: Deferred debt expenses | 27.0 | — | 33.7 | — | 28.2 | — | |||||||||||||||||||||||||||||
| Less: Current portion | 155.8 | — | 148.9 | — | 200.1 | — | |||||||||||||||||||||||||||||
| Long-term debt | $ | 3,737.9 | 4,060.5 | $ | 4,674.1 | 5,252.0 | $ | 3,824.2 | 4,549.3 |
(1) During the first quarter of 2022, the Company repaid $50.0 million of the Variable % Notes due December 30, 2024.
In November 2019, in conjunction with the Company's acquisition of eOne, the Company issued an aggregate of $2.4 billion of senior unsecured debt securities (the "Notes") consisting of the following tranches: $300.0 million of notes due 2022 (the "2022 Notes") that bear interest at a fixed rate of 2.60%, $500.0 million of notes due 2024 (the "2024 Notes") that bear interest at a fixed rate of 3.00%, $675.0 million of notes due 2026 (the "2026 Notes") that bear interest at a fixed rate of 3.55% and $900.0 million 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 $20.0 million of underwriting discount and fees, totaled $2.4 billion. These costs are being amortized over the life of the Notes outstanding, which range from five years to ten years from the date of issuance. During 2021, the Company repaid in full the $300.0 million of 2022 Notes and recorded $9.1 million of debt extinguishment costs within other expense (income) in the Consolidated Statements of Operations.
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) 25 basis points (in the case of the 2024 Notes); (2) 30 basis points (in the case of the 2026 Notes); and (3) 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.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
In September 2019, the Company entered into a $1.0 billion 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 $400.0 million (the “Three-Year Tranche”) and (2) a five-year senior unsecured term loan facility in an aggregate principal amount of $600.0 million (the “Five-Year Tranche” and together with the Three-Year Tranche, the “Term Loan Facilities”). The full amount of the Term Loan Facilities were drawn down on December 30, 2019, the closing date of the eOne Acquisition. As of March 27, 2022, the Company has fully repaid the Three-Year Tranche $400.0 million principal term loan, and of the Five-Year Tranche $600.0 million principal balance, the Company has repaid a total of $260.0 million in the following increments: $22.5 million in 2020; $180.0 million in 2021; and, $57.5 million in the first quarter of 2022 consisting of $50.0 million of the principal balance and a principal amortization payment of $7.5 million.
Loans under the remaining Five-Year Tranche bear interest at the Company’s option, at either the Eurocurrency Rate or the Base Rate, plus a per annum applicable rate that fluctuates 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 by 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. As of March 27, 2022, the Company was in compliance with the financial covenants contained in the Term Loan Agreement.
The Company may redeem its 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.
Current portion of long-term debt at March 27, 2022 of $155.8 million, as shown on the consolidated balance sheet, represents the current portion of required quarterly principal amortization payments for the 5-Year Tranche of the Term Loan Facilities and production financing facilities. All of the Company’s other long-term borrowings have contractual maturities that occur subsequent to 2023 with the exception of certain of the Company's production financing facilities and annual principal payments related to the Term Loan Facilities.
The fair values of the Company's long-term debt are considered Level 3 fair values (see note 10 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 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.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
Production Financing
In addition to the Company's financial instruments, the Company uses production financing facilities to fund its film and television productions which are typically arranged on an individual production basis by either special purpose production subsidiaries, each secured by future revenues of such production subsidiaries, which are non-recourse to the Company's assets, or through a senior revolving credit facility dedicated to production financing obtained in November 2021. The Company's senior revolving film and television production credit facility (the “RPCF”) with MUFG Union Bank, N.A., as administrative agent and lender and certain other financial institutions, as lenders thereto (the “Revolving Production Financing Agreement”) provides the Company with commitments having a maximum aggregate principal amount of $250.0 million. The Revolving Production Financing Agreement also provides the Company with the option to request a commitment increase up to an aggregate additional amount of $150.0 million subject to agreement of the lenders. The Revolving Production Financing Agreement extends through November 22, 2024. The Company uses the RPCF to fund certain of the Company’s original film and TV production costs. Borrowings under the RPCF are non-recourse to the Company's assets. Going forward, the Company expects to utilize the RPCF for the majority of its production financing needs.
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. The production financing facilities as of March 27, 2022, March 28, 2021 and December 26, 2021 are as follows:
| March 27, 2022 | March 28, 2021 | December 26, 2021 | |||||||||||||||
| Production financing facilities | $ | 199.1 | $ | 201.8 | $ | 170.1 | |||||||||||
| Other loans (1) | — | 7.9 | — | ||||||||||||||
| Total | $ | 199.1 | $ | 209.7 | $ | 170.1 | |||||||||||
| Production financing included in the consolidated balance sheet as: | |||||||||||||||||
| Non-current | $ | — | $ | 82.9 | $ | — | |||||||||||
| Current | 199.1 | 118.9 | 170.1 | ||||||||||||||
| Total | $ | 199.1 | $ | 201.8 | $ | 170.1 |
(1) Other loans 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 March 27, 2022 was 3.1%.
The Company has Canadian dollar and U.S. dollar production financing loans with various banks. The carrying amounts are denominated in the following currencies:
| Canadian Dollars | U.S. Dollars | Total | |||||||||||||||
| As of March 27, 2022 | $ | 24.2 | $ | 71.6 | $ | 95.8 |
The following table represents the movements in production financing loans during the first quarter of 2022:
| Production Financing | |||||||||||||||||
| December 26, 2021 | $ | 170.1 | |||||||||||||||
| Drawdowns | 112.2 | ||||||||||||||||
| Repayments | (84.0) | ||||||||||||||||
| Foreign exchange differences | 0.8 | ||||||||||||||||
| Balance at March 27, 2022 | $ | 199.1 |
The Company expects to repay all of its currently outstanding production financing loans by the first quarter of 2023.
(8) Investments in Productions and Investments in Acquired Content Rights
Investments in productions and investments in acquired content rights are predominantly monetized on a title-by-title basis and are recorded within other assets in the Company's consolidated balance sheets, to the extent they are considered recoverable
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
against future revenues. These amounts are being amortized to program cost amortization using a model that reflects the consumption of the asset as it is released through various channels including broadcast licenses, theatrical release and home entertainment. Amounts capitalized are reviewed periodically on an individual film basis and any portion of the unamortized amount that appears not to be recoverable from future net revenues is expensed as part of program cost amortization during the period the loss becomes evident.
The Company's unamortized investments in productions and investments in acquired content rights consisted of the following at March 27, 2022, March 28, 2021, and December 26, 2021:
| March 27, 2022 | March 28, 2021 | December 26, 2021 | |||||||||||||||||||||||||||
| Investment in Films and Television Programs: | |||||||||||||||||||||||||||||
| Individual Monetization | |||||||||||||||||||||||||||||
| Released, net of amortization | $ | 489.1 | $ | 481.9 | $ | 481.7 | |||||||||||||||||||||||
| Completed and not released | 12.7 | 35.0 | 18.5 | ||||||||||||||||||||||||||
| In production | 157.8 | 147.4 | 151.6 | ||||||||||||||||||||||||||
| Pre-production | 87.7 | 72.8 | 84.0 | ||||||||||||||||||||||||||
| 747.3 | 737.1 | 735.8 | |||||||||||||||||||||||||||
| Film/TV Group Monetization (1) | |||||||||||||||||||||||||||||
| Released, net of amortization | 31.5 | — | 32.2 | ||||||||||||||||||||||||||
| In production | 15.8 | — | 13.0 | ||||||||||||||||||||||||||
| 47.3 | — | 45.2 | |||||||||||||||||||||||||||
| Investment in Other Programming | |||||||||||||||||||||||||||||
| Released, net of amortization | 5.2 | 14.8 | 5.3 | ||||||||||||||||||||||||||
| Completed and not released | 0.4 | 2.8 | 0.4 | ||||||||||||||||||||||||||
| In production | 14.4 | 4.2 | 12.6 | ||||||||||||||||||||||||||
| Pre-production | 1.8 | 8.7 | 1.7 | ||||||||||||||||||||||||||
| 21.8 | 30.5 | 20.0 | |||||||||||||||||||||||||||
| Total Program Investments | $ | 816.4 | $ | 767.6 | $ | 801.0 |
(1) Due to a monetization strategy change, as of December 26, 2021 the Company began monetizing certain content assets as a Film/TV group.
The Company recorded $138.5 million of program cost amortization related to released programming in the quarter ended March 27, 2022, consisting of the following:
| Investment in Production | Investment in Content | Other | Total | |||||||||||||||||||||||
| Program cost amortization | $ | 122.8 | $ | 15.6 | $ | 0.1 | $ | 138.5 |
(9) Income Taxes
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.
Our effective tax rate ("ETR") from continuing operations was 21.6% for the quarter ended March 27, 2022 and 9.3% for the quarter ended March 28, 2021.
The following items caused the first quarter ETR to be significantly different from the prior year ETR:
-
during the quarter ended March 27, 2022, the Company recorded a net discrete tax benefit of $2.3 million primarily associated with the release of certain valuation allowances during the quarter; and
-
during the quarter ended March 28, 2021, the Company recorded a net discrete tax benefit of $8.9 million primarily associated with the decrease to our liability for uncertain tax positions that resulted from statutes of limitations
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
expiring in certain jurisdictions. Pre-tax income was benefited from a legal settlement gain, with no associated tax expense, due to the availability of net operating losses and release of the related valuation allowance on the net operating losses utilized by the settlement gain.
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 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 and cantonal tax, including cantonal transitional provisions adopted in 2021, were not material to the Company's financial statements.
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. The Company is currently under income tax examination by the Internal Revenue Service and in several U.S. state and local and non-U.S. jurisdictions.
(10) Fair Value of Financial Instruments
The Company measures certain financial instruments at fair value. The fair value hierarchy consists of three levels: Level 1 fair values are 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 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 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 transfers between levels within the fair value hierarchy.
Accounting standards permit entities 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.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
At March 27, 2022, March 28, 2021 and December 26, 2021, 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) | ||||||||||||||||||||
| March 27, 2022 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Available-for-sale securities | $ | 1.6 | 1.6 | — | — | ||||||||||||||||||
| Derivatives | 9.9 | — | 9.9 | — | |||||||||||||||||||
| Total assets | $ | 11.5 | 1.6 | 9.9 | — | ||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivatives | $ | 4.6 | — | 4.6 | — | ||||||||||||||||||
| Option agreement | 1.7 | — | — | 1.7 | |||||||||||||||||||
| Total liabilities | $ | 6.3 | — | 4.6 | 1.7 | ||||||||||||||||||
| March 28, 2021 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Available-for-sale securities | $ | 2.2 | 2.2 | — | — | ||||||||||||||||||
| Derivatives | 9.4 | — | 9.4 | — | |||||||||||||||||||
| Total assets | $ | 11.6 | 2.2 | 9.4 | — | ||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivatives | $ | 6.8 | — | 6.8 | — | ||||||||||||||||||
| Option agreement | 21.8 | — | — | 21.8 | |||||||||||||||||||
| Total liabilities | $ | 28.6 | — | 6.8 | 21.8 | ||||||||||||||||||
| December 26, 2021 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Available-for-sale securities | $ | 1.9 | 1.9 | — | — | ||||||||||||||||||
| Derivatives | 10.9 | — | 10.9 | — | |||||||||||||||||||
| Total assets | $ | 12.8 | 1.9 | 10.9 | — | ||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivatives | $ | 2.6 | — | 2.6 | — | ||||||||||||||||||
| Option agreement | 1.7 | — | — | 1.7 | |||||||||||||||||||
| Total Liabilities | $ | 4.3 | — | 2.6 | 1.7 |
Available-for-sale securities include equity securities of one company quoted on an active public market.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
The Company's derivatives consist of foreign currency forward and option contracts. The Company uses current forward rates of the respective foreign currencies to measure the fair value of these contracts. The Company’s option agreement relates to an equity method investment in Discovery Family Channel ("Discovery"). The option agreement is included in other liabilities at March 27, 2022, March 28, 2021 and December 26, 2021, and is valued using an option pricing model based on the fair value of the related investment. Inputs used in the option pricing model include the 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. Due to the 2021 revaluation of the Discovery investment and resulting impairment charges, the Company reduced the option's fair value by $20.1 million during the fourth quarter of 2021. There were no changes in these valuation techniques during the quarter ended March 27, 2022.
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):
| 2022 | 2021 | ||||||||||
| Balance at beginning of year | $ | (1.7) | $ | (20.6) | |||||||
| Gain from change in fair value | 0.1 | (1.2) | |||||||||
| Balance at end of first quarter | $ | (1.6) | $ | (21.8) |
(11) 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 7) as well as 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
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, primarily for the remainder of 2022, 2023, and to a lesser extent, 2024.
At March 27, 2022, March 28, 2021 and December 26, 2021, the notional amounts and fair values of the Company's foreign currency forward contracts designated as cash flow hedging instruments were as follows:
| March 27, 2022 | March 28, 2021 | December 26, 2021 | |||||||||||||||||||||||||||||||||
| Hedged transaction | Notional Amount | Fair Value | Notional Amount | Fair Value | Notional Amount | Fair Value | |||||||||||||||||||||||||||||
| Inventory purchases | $ | 196.9 | 7.8 | $ | 332.1 | 0.6 | $ | 199.1 | 10.4 | ||||||||||||||||||||||||||
| Sales | 104.3 | (2.4) | 208.5 | 0.3 | 104.5 | (1.9) | |||||||||||||||||||||||||||||
| Production financing and other | 188.0 | 2.5 | 113.2 | 0.3 | 217.0 | 2.3 | |||||||||||||||||||||||||||||
| Total | $ | 489.2 | 7.9 | $ | 653.8 | 1.2 | $ | 520.6 | 10.8 |
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
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 sheets at March 27, 2022, March 28, 2021 and December 26, 2021 as follows:
| March 27, 2022 | March 28, 2021 | December 26, 2021 | |||||||||||||||
| Prepaid expenses and other current assets | |||||||||||||||||
| Unrealized gains | $ | 12.7 | $ | 8.4 | $ | 13.8 | |||||||||||
| Unrealized losses | (2.8) | (4.4) | (3.1) | ||||||||||||||
| Net unrealized gains | $ | 9.9 | $ | 4.0 | $ | 10.7 | |||||||||||
| Other assets | |||||||||||||||||
| Unrealized gains | $ | — | $ | 1.8 | $ | 0.2 | |||||||||||
| Unrealized losses | — | (0.2) | — | ||||||||||||||
| Net unrealized gains | $ | — | $ | 1.6 | $ | 0.2 | |||||||||||
| Accrued liabilities | |||||||||||||||||
| Unrealized gains | $ | 0.9 | $ | 1.7 | $ | — | |||||||||||
| Unrealized losses | (2.7) | (5.9) | (0.1) | ||||||||||||||
| Net unrealized losses | $ | (1.8) | $ | (4.2) | $ | (0.1) | |||||||||||
| Other liabilities | |||||||||||||||||
| Unrealized gains | $ | — | $ | — | $ | — | |||||||||||
| Unrealized losses | (0.2) | (0.2) | — | ||||||||||||||
| Net unrealized losses | $ | (0.2) | $ | (0.2) | $ | — |
Net gains (losses) on cash flow hedging activities have been reclassified from other comprehensive earnings (loss) to net earnings for the quarters ended March 27, 2022 and March 28, 2021 as follows:
| Quarter Ended | |||||||||||||||||||||||
| March 27, 2022 | March 28, 2021 | ||||||||||||||||||||||
| Statements of Operations Classification | |||||||||||||||||||||||
| Cost of sales | $ | (0.4) | $ | — | |||||||||||||||||||
| Net revenues | (0.4) | 0.5 | |||||||||||||||||||||
| Other | (0.5) | 0.9 | |||||||||||||||||||||
| Net realized gains | $ | (1.3) | $ | 1.4 |
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, to manage transactional exposure to fair value movements on certain monetary assets and liabilities denominated in foreign currencies, the Company has implemented a balance sheet hedging program. 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 items. As of March 27, 2022, March 28, 2021 and December 26, 2021 the total notional amounts of the Company's undesignated derivative instruments were $665.0 million, $653.4 million and $632.0 million, respectively.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
At March 27, 2022, March 28, 2021 and December 26, 2021, the fair values of the Company's undesignated derivative financial instruments were recorded in the consolidated balance sheets as follows:
| March 27, 2022 | March 28, 2021 | December 26, 2021 | |||||||||||||||
| Prepaid expenses and other current assets | |||||||||||||||||
| Unrealized gains | $ | — | $ | 5.0 | $ | — | |||||||||||
| Unrealized losses | — | (1.2) | — | ||||||||||||||
| Net unrealized gains | $ | — | $ | 3.8 | $ | — | |||||||||||
| Accrued liabilities | |||||||||||||||||
| Unrealized gains | $ | 6.6 | $ | 0.1 | $ | 3.5 | |||||||||||
| Unrealized losses | (9.2) | (2.5) | (6.0) | ||||||||||||||
| Net unrealized losses | $ | (2.6) | $ | (2.4) | $ | (2.5) | |||||||||||
| Total unrealized gains (losses), net | $ | (2.6) | $ | 1.4 | $ | (2.5) |
The Company recorded net (losses) of $(2.6) million and $(6.1) million on these instruments to other (income) expense, net for the quarters ended March 27, 2022 and March 28, 2021, 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 contracts relate.
For additional information related to the Company's derivative financial instruments (see notes 5 and 10).
(12) Leases
The Company occupies offices and uses certain equipment under various operating lease arrangements. The Company has no material finance leases. These leases have remaining lease terms of 1 to 17 years, some of which include 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. The lease liability for such lease agreements as of the adoption date, was based on fixed payments as of the adoption date. 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 $22.3 million and $21.8 million for the quarters ended March 27, 2022 and March 28, 2021, respectively, and was not material to the Company's financial statements nor were expenses related to short-term leases (expected terms less than 12 months) or variable lease payments was not material in the quarters ended March 27, 2022 or March 28, 2021.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
Information related to the Company’s leases for the quarters ended March 27, 2022 and March 28, 2021 are as follows:
| Quarter Ended | |||||||||||||||||||||||
| March 27, 2022 | March 28, 2021 | ||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||||||||
| Operating cash flows from operating leases | $ | 13.4 | $ | 13.2 | |||||||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||||||||||||||
| Operating leases | $ | 9.1 | $ | 7.3 | |||||||||||||||||||
| Weighted Average Remaining Lease Term | |||||||||||||||||||||||
| Operating leases | 5.4 years | 5.9 years | |||||||||||||||||||||
| Weighted Average Discount Rate | |||||||||||||||||||||||
| Operating leases | 2.9 | % | 3.1 | % | |||||||||||||||||||
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 March 27, 2022:
| March 27, 2022 | |||||
| 2022 (excluding the three months ended March 27, 2022) | $ | 38.5 | |||
| 2023 | 44.3 | ||||
| 2024 | 31.9 | ||||
| 2025 | 26.1 | ||||
| 2026 | 20.3 | ||||
| 2027 and thereafter | 33.4 | ||||
| Total future lease payments | 194.5 | ||||
| Less imputed interest | 21.2 | ||||
| Present value of future operating lease payments | 173.3 | ||||
| Less current portion of operating lease liabilities (1) | 45.0 | ||||
| Non-current operating lease liability (2) | 128.3 | ||||
| Operating lease right-of-use assets, net (3) | $ | 156.7 |
(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.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
(13) Segment Reporting
Hasbro is a global play and entertainment company with a broad portfolio of brands and entertainment content spanning toys, games, licensed products ranging from traditional to digital, as well as film and television entertainment. Effective for the three months ended March 28, 2021, the Company realigned its reportable segment structure to: (1) align with changes to its business structure subsequent to the integration of eOne; and (2) reflect changes to its reporting structure and provide transparency into how operating performance is measured. The Company's three principal reportable segments are (i) Consumer Products, (ii) Wizards of the Coast and Digital Gaming, and (iii) Entertainment.
The Consumer Products segment engages in the sourcing, marketing and sales of toy and game products around the world. The Consumer Products business also promotes the Company's brands through the out-licensing of our trademarks, characters and other brand and intellectual property rights to third parties, through the sale of branded consumer products such as toys and apparel. The Wizards of the Coast and Digital Gaming business engages in the promotion of the Company's brands through the development of trading card, role-playing and digital game experiences based on Hasbro and Wizards of the Coast games. Additionally, the Company out-licenses certain brands to other third-party digital game developers who transform Hasbro brand-based characters and other intellectual properties, into digital gaming experiences. The Entertainment segment engages in the development, acquisition, production, financing, distribution and sale of world-class entertainment content including film, scripted and unscripted television, family programming, digital content and live entertainment.
The significant accounting policies of the Company's segments are the same as those referenced in note 1.
Results shown for the quarter ended March 27, 2022 are not necessarily representative of those which may be expected for the full year 2022, nor were those of the comparable 2021 periods representative of those actually experienced for the full year 2021. Similarly, such results are not necessarily those which would be achieved were each segment an unaffiliated business enterprise.
Information by segment and a reconciliation to reported amounts for the quarters ended March 27, 2022 and March 28, 2021 are as follows:
| Quarter Ended | |||||||||||||||||||||||
| March 27, 2022 | March 28, 2021 | ||||||||||||||||||||||
| Net revenues | External | Affiliate (c) | External | Affiliate (c) | |||||||||||||||||||
| Consumer Products | $ | 672.8 | $ | 91.9 | $ | 653.9 | $ | 70.3 | |||||||||||||||
| Wizards of the Coast and Digital Gaming | 262.8 | 29.8 | 242.2 | 25.4 | |||||||||||||||||||
| Entertainment | 227.5 | 13.9 | 218.7 | 14.1 | |||||||||||||||||||
| Corporate and Other (a) | — | (135.6) | — | (109.8) | |||||||||||||||||||
| $ | 1,163.1 | $ | — | $ | 1,114.8 | $ | — |
| Quarter Ended | |||||||||||||||||||||||
| Operating profit (loss) | March 27, 2022 | March 28, 2021 | |||||||||||||||||||||
| Consumer Products (a) | $ | 8.6 | $ | 32.3 | |||||||||||||||||||
| Wizards of the Coast and Digital Gaming | 106.4 | 110.0 | |||||||||||||||||||||
| Entertainment (a) | 12.2 | 17.0 | |||||||||||||||||||||
| Corporate and Other (a) | (7.2) | (12.0) | |||||||||||||||||||||
| $ | 120.0 | $ | 147.3 |
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
| Total assets | March 27, 2022 | March 28, 2021 | December 26, 2021 | ||||||||||||||
| Consumer Products (b) | $ | 4,817.9 | $ | 5,567.7 | $ | 4,925.5 | |||||||||||
| Wizards of the Coast and Digital Gaming | 1,877.7 | 616.9 | 1,585.1 | ||||||||||||||
| Entertainment (a) | 6,214.4 | 6,106.8 | 6,052.8 | ||||||||||||||
| Corporate and Other (a) | (3,391.3) | (2,102.3) | (2,525.6) | ||||||||||||||
| $ | 9,518.7 | $ | 10,189.1 | $ | 10,037.8 |
(a) Certain long-term assets, including property, plant and equipment, goodwill and other intangibles, which benefit multiple operating segments, are included in both Entertainment and Corporate and Other. Allocations of certain Corporate and Other expenses, related to these assets are made to the individual operating segments at the beginning of the year based on budgeted amounts. Any differences between actual and budgeted amounts are reflected in Corporate and Other because allocations are translated from the U.S. Dollar to local currency at budgeted rates when recorded. Beginning in 2022, the Company has allocated certain of the intangible amortization costs related to the assets acquired in the eOne acquisition, between the Consumer Products and Entertainment segments. Corporate and Other also includes the elimination of inter-company balance sheet amounts.
(b) During the second quarter of 2021, the Company adjusted certain inter-segment balance sheet amounts which impacted the Consumer Products and Corporate and Other total asset values. These adjustments did not impact the Company's total assets.
(c) Amounts represent revenues from transactions with other operating segments that are included in the operating profit (loss) of the segment.
The following table represents consolidated Consumer Products segment net revenues by major geographic region for the quarters ended March 27, 2022 and March 28, 2021:
| Quarter Ended | |||||||||||||||||||||||
| March 27, 2022 | March 28, 2021 | ||||||||||||||||||||||
| North America | $ | 405.2 | $ | 362.7 | |||||||||||||||||||
| Europe | 176.7 | 188.5 | |||||||||||||||||||||
| Asia Pacific | 52.2 | 64.8 | |||||||||||||||||||||
| Latin America | 38.7 | 37.9 | |||||||||||||||||||||
| Net revenues | $ | 672.8 | $ | 653.9 |
The following table represents consolidated Wizards of the Coast and Digital Gaming segment net revenues by category for the quarters ended March 27, 2022 and March 28, 2021:
| Quarter Ended | |||||||||||
| March 27, 2022 | March 28, 2021 | ||||||||||
| Tabletop Gaming | $ | 192.2 | $ | 175.3 | |||||||
| Digital and Licensed Gaming | 70.6 | 66.9 | |||||||||
| Net revenues | $ | 262.8 | $ | 242.2 |
The following table represents consolidated Entertainment segment net revenues by category for the quarters ended March 27, 2022 and March 28, 2021:
| Quarter Ended | |||||||||||||||||||||||
| March 27, 2022 | March 28, 2021 | ||||||||||||||||||||||
| Film and TV | $ | 190.2 | $ | 166.4 | |||||||||||||||||||
| Family Brands | 23.2 | 18.8 | |||||||||||||||||||||
| Music and Other | 14.1 | 33.5 | |||||||||||||||||||||
| Net revenues | $ | 227.5 | $ | 218.7 |
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
The following table presents consolidated net revenues by brand and entertainment portfolio for the quarters ended March 27, 2022 and March 28, 2021:
| Quarter Ended | |||||||||||||||||||||||
| March 27, 2022 | March 28, 2021 | ||||||||||||||||||||||
| Franchise Brands (1) | $ | 543.1 | $ | 523.1 | |||||||||||||||||||
| Partner Brands | 206.5 | 188.0 | |||||||||||||||||||||
| Hasbro Gaming (2) | 143.6 | 136.3 | |||||||||||||||||||||
| Emerging Brands (1) | 76.4 | 73.1 | |||||||||||||||||||||
| TV/Film/Entertainment | 193.5 | 194.3 | |||||||||||||||||||||
| Total | $ | 1,163.1 | $ | 1,114.8 |
(1) Effective in the first quarter of 2022, the Company moved PEPPA PIG into Franchise Brands from Emerging Brands. For comparability, net revenues for the quarter ended March 28, 2021 have been restated to reflect the elevation of PEPPA PIG from Emerging Brands to Franchise Brands, which amounted to a change of $31.6 million.
(2) Hasbro's total gaming category, which includes all gaming net revenues, both those reported in Hasbro Gaming and those reported elsewhere, most notably MAGIC: THE GATHERING and MONOPOLY which are reported within Franchise Brands, totaled $378.8 million and $365.3 million for the quarters ended March 27, 2022 and March 28, 2021, respectively.
(14) Restructuring Actions
During 2018 and 2020, the Company took certain restructuring actions including headcount reduction aimed at right-sizing the Company’s cost-structure and integration actions related to the acquisition of eOne.
As of March 27, 2022, the Company had a remaining balance of $13.3 million in termination payments related to these programs.
(15) Subsequent Event
On April 13, 2022, the Company announced that it entered into a definitive agreement with Fandom, Inc. to purchase D&D Beyond for $146.3 million to be paid in cash. D&D Beyond is the premier digital content platform for DUNGEONS & DRAGONS. It is a rapidly growing role-playing game digital toolset that will become the hub for DUNGEONS & DRAGONS digital gaming. The strategic acquisition of D&D Beyond is expected to deliver a direct relationship with fans, providing valuable, data-driven insights to unlock opportunities for growth in new product development, live services and tools, and regional expansions.
The transaction is subject to customary closing conditions, including obtaining required regulatory approvals, and is expected to close late in the second quarter or early in the third quarter of 2022. The transaction will be funded out of cash on hand and is not expected to have a material impact on Hasbro's 2022 results of operations.
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