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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-Q
__________________
(Mark One)
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024
or
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-6682
__________________
HASBRO, INC.
(Exact name of registrant as specified in its charter)
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Rhode Island | 05-0155090 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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1027 Newport Avenue |
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Pawtucket, | Rhode Island | 02861 |
(Address of Principal Executive Offices) | (Zip Code) |
(401) 431-8697
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.50 par value per share | HAS | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | x | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No [x]
The number of shares of Common Stock, par value $.50 per share, outstanding as of July 26, 2024 was 139,407,124.
Hasbro, Inc.
Form 10-Q
For the Quarter Ended June 30, 2024
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Part I | | |
Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
Part II | | |
Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
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Special Note Regarding Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q (“Quarterly Report”) contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which may be identified by the use of forward-looking words or phrases, include statements relating to: our business strategies and plans; products, gaming and entertainment; anticipated cost savings; expected impact of newly issued accounting pronouncements; and financial targets. Our actual actions or results may differ materially from those expected or anticipated in the forward-looking statements due to both known and unknown risks and uncertainties.
Factors that might cause such a difference include, but are not limited to:
•our ability to successfully execute on our business strategy and transformation initiatives, and to achieve anticipated cost savings;
•our ability to successfully compete in the play industry;
•our ability to transform our business and capabilities to address the changing global consumer landscape;
•our ability to design, develop, manufacture, and ship products on a timely and profitable basis;
•the concentration of our customers, potentially increasing the negative impact to our business of difficulties experienced by any of our customers or changes in their purchasing or selling patterns;
•inflation and downturns in global and regional economic conditions impacting one or more of the markets in which we sell products, which can negatively impact our customers and consumers, result in lower employment levels, consumer disposable income, retailer inventories and spending, including lower spending on purchases of our products;
•risks related to political, economic and public health conditions or regulatory changes in the markets in which we and our customers, partners, licensees, suppliers and manufacturers operate, such as inflation, rising interest rates, tariffs, higher commodity prices, labor costs or transportation costs, or outbreaks of illness or disease, the occurrence of which could create work slowdowns, delays or shortages in production or shipment of products, increases in costs or delays in revenue;
•our dependence on third party relationships, including with third party partners, manufacturers, distributors, studios, content producers, licensors, licensees, and outsourcers, which creates reliance on others and loss of control;
•risks relating to the concentration of manufacturing for many of our products in the People’s Republic of China and our ability to successfully diversify sourcing of our products to reduce reliance on sources of supply in China;
•risks associated with international operations, such as conflict in territories in which we operate, currency conversion, currency fluctuations, the imposition of tariffs, quotas, shipping delays or difficulties, border adjustment taxes or other protectionist measures, and other challenges in the territories in which we operate;
•the success of our key partner brands, including the ability to secure, maintain and extend agreements with our key partners or the risk of delays, increased costs or difficulties associated with any of our or our partners’ planned digital applications or media initiatives;
•risks related to our leadership changes;
•our ability to attract and retain talented and diverse employees, particularly following recent workforce reductions;
•risks relating to the impairment and/or write-offs of businesses, products and content we acquire and/or produce;
•the risk that acquisitions, dispositions and other investments we complete may not provide us with the benefits we expect, or the realization of such benefits may be significantly delayed;
•our ability to protect our assets and intellectual property, including as a result of infringement, theft, misappropriation, cyber-attacks or other acts compromising the integrity of our assets or intellectual property;
•fluctuations in our business due to seasonality;
•the risk of product recalls or product liability suits and costs associated with product safety regulations;
•changes in accounting or tax laws or regulations, or the interpretation and application of such laws and regulations, which may cause us to alter reserves or make other changes which significantly impact our reported financial results;
•the impact of litigation or arbitration decisions or settlement actions;
•the bankruptcy or other lack of success of one or more of our significant retailers, licensees and other partners; and
•other risks and uncertainties as may be detailed in our public announcements and U.S. Securities and Exchange Commission (“SEC”) filings.
For a detailed discussion of these and other risks, uncertainties and factors, see Part I, Item 1A— “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”).
The statements contained herein are based on our current beliefs and expectations. We undertake no obligation to make any revisions to the forward-looking statements contained in this Form 10-Q or to update them to reflect events or circumstances occurring after the date of this Form 10-Q.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Millions of Dollars Except Share Data)
(Unaudited)
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| June 30, 2024 | | July 2, 2023 | | December 31, 2023 |
ASSETS | | | | | |
Current assets | | | | | |
Cash and cash equivalents including restricted cash of $0.3 million, $4.9 million and $0.6 million | $ | 626.8 | | | $ | 216.6 | | | $ | 545.4 | |
Short-term investments | 483.0 | | | — | | | — | |
Accounts receivable, net | 789.0 | | | 877.0 | | | 1,029.3 | |
Inventories | 357.6 | | | 731.3 | | | 332.0 | |
Prepaid expenses and other current assets | 418.0 | | | 684.1 | | | 416.9 | |
Total current assets | 2,674.4 | | | 2,509.0 | | | 2,323.6 | |
Property, plant and equipment, less accumulated depreciation of $635.5 million, $643.4 million and $618.9 million | 542.9 | | | 515.4 | | | 488.6 | |
Other assets: | | | | | |
Goodwill | 2,278.8 | | | 3,239.2 | | | 2,279.2 | |
Other intangible assets, net of accumulated amortization of $1,331.7 million, $1,259.3 million and $1,296.9 million | 552.8 | | | 724.8 | | | 587.5 | |
Other | 815.2 | | | 1,621.3 | | | 862.0 | |
Total other assets | 3,646.8 | | | 5,585.3 | | | 3,728.7 | |
Total assets | $ | 6,864.1 | | | $ | 8,609.7 | | | $ | 6,540.9 | |
LIABILITIES, NONCONTROLLING INTERESTS AND SHAREHOLDERS' EQUITY | | | | | |
Current liabilities | | | | | |
Short-term borrowings | $ | — | | | $ | 148.2 | | | $ | — | |
Current portion of long-term debt | 500.0 | | | 69.4 | | | 500.0 | |
Accounts payable | 297.5 | | | 363.4 | | | 340.6 | |
Accrued liabilities | 1,032.6 | | | 1,369.4 | | | 1,215.8 | |
Total current liabilities | 1,830.1 | | | 1,950.4 | | | 2,056.4 | |
Long-term debt | 3,461.4 | | | 3,668.5 | | | 2,965.8 | |
Other liabilities | 399.7 | | | 520.6 | | | 431.7 | |
Total liabilities | $ | 5,691.2 | | | $ | 6,139.5 | | | $ | 5,453.9 | |
Commitments and contingencies (Note 14) | | | | | |
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 June 30, 2024, July 2, 2023, and December 31, 2023 | 110.1 | | | 110.1 | | | 110.1 | |
Additional paid-in capital | 2,592.1 | | | 2,554.6 | | | 2,590.6 | |
Retained earnings | 2,284.7 | | | 3,618.1 | | | 2,188.4 | |
Accumulated other comprehensive loss | (222.2) | | | (213.5) | | | (201.5) | |
Treasury stock, at cost; 80,905,996 shares at June 30, 2024; 81,568,249 shares at July 2, 2023; and 81,498,181 shares at December 31, 2023 | (3,614.1) | | | (3,626.3) | | | (3,625.7) | |
Noncontrolling interests | 22.3 | | | 27.2 | | | 25.1 | |
Total shareholders' equity | 1,172.9 | | | 2,470.2 | | | 1,087.0 | |
Total liabilities, noncontrolling interests and shareholders' equity | $ | 6,864.1 | | | $ | 8,609.7 | | | $ | 6,540.9 | |
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Millions of Dollars Except Per Share Data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
Net revenues | $ | 995.3 | | | $ | 1,210.0 | | | $ | 1,752.6 | | | $ | 2,211.0 | |
Costs and expenses: | | | | | | | |
Cost of sales | 237.7 | | | 352.2 | | | 441.9 | | | 637.5 | |
Program cost amortization | 8.5 | | | 134.4 | | | 16.6 | | | 256.9 | |
Royalties | 55.3 | | | 119.9 | | | 106.2 | | | 188.9 | |
Product development | 70.4 | | | 72.4 | | | 135.9 | | | 155.7 | |
Advertising | 60.4 | | | 85.1 | | | 111.9 | | | 167.9 | |
Amortization of intangibles | 17.1 | | | 22.8 | | | 34.1 | | | 45.9 | |
Impairment of goodwill | — | | | 231.2 | | | — | | | 231.2 | |
Loss on disposal of business | 15.3 | | | — | | | 24.4 | | | — | |
Selling, distribution and administration | 318.5 | | | 380.6 | | | 553.3 | | | 697.7 | |
Total costs and expenses | 783.2 | | | 1,398.6 | | | 1,424.3 | | | 2,381.7 | |
Operating profit (loss) | 212.1 | | | (188.6) | | | 328.3 | | | (170.7) | |
Non-operating expense (income): | | | | | | | |
Interest expense | 43.0 | | | 46.6 | | | 81.5 | | | 92.9 | |
Interest income | (13.0) | | | (5.8) | | | (21.3) | | | (11.8) | |
Other (income) expense, net | (0.8) | | | (1.5) | | | 4.2 | | | (2.9) | |
Total non-operating expense, net | 29.2 | | | 39.3 | | | 64.4 | | | 78.2 | |
Earnings (loss) before income taxes | 182.9 | | | (227.9) | | | 263.9 | | | (248.9) | |
Income tax expense | 44.4 | | | 7.0 | | | 66.3 | | | 7.7 | |
Net earnings (loss) | 138.5 | | | (234.9) | | | 197.6 | | | (256.6) | |
Net earnings attributable to noncontrolling interests | — | | | 0.1 | | | 0.9 | | | 0.5 | |
Net earnings (loss) attributable to Hasbro, Inc. | $ | 138.5 | | | $ | (235.0) | | | $ | 196.7 | | | $ | (257.1) | |
| | | | | | | |
Net earnings (loss) per common share: | | | | | | | |
Basic | $ | 0.99 | | | $ | (1.69) | | | $ | 1.41 | | | $ | (1.85) | |
Diluted | $ | 0.99 | | | $ | (1.69) | | | $ | 1.41 | | | $ | (1.85) | |
Cash dividends declared per common share | $ | 0.70 | | | $ | 0.70 | | | $ | 1.40 | | | $ | 1.40 | |
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Earnings (Loss)
(Millions of Dollars)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
Net earnings (loss) | $ | 138.5 | | | $ | (234.9) | | | $ | 197.6 | | | $ | (256.6) | |
Other comprehensive earnings (loss): | | | | | | | |
Foreign currency translation adjustments, net of tax | (22.8) | | | 24.8 | | | (26.7) | | | 49.1 | |
Net gains (losses) on cash flow hedging activities, net of tax | 3.2 | | | (2.6) | | | 4.9 | | | (7.1) | |
Reclassifications to earnings, net of tax: | | | | | | | |
Net losses (gains) on cash flow hedging activities | 0.7 | | | 1.8 | | | 1.1 | | | (0.4) | |
Amortization of unrecognized pension and postretirement amounts | — | | | (0.1) | | | — | | | (0.2) | |
Total other comprehensive (loss) earnings, net of tax | (18.9) | | | 23.9 | | | (20.7) | | | 41.4 | |
Total comprehensive earnings attributable to noncontrolling interests | — | | | 0.1 | | | 0.9 | | | 0.5 | |
Total comprehensive earnings (loss) attributable to Hasbro, Inc. | $ | 119.6 | | | $ | (211.1) | | | $ | 176.0 | | | $ | (215.7) | |
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Millions of Dollars)
(Unaudited)
| | | | | | | | | | | |
| Six months ended |
| June 30, 2024 | | July 2, 2023 |
Cash flows from operating activities: | | | |
Net earnings (loss) | $ | 197.6 | | | $ | (256.6) | |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | | | |
Depreciation of plant and equipment | 49.6 | | | 54.6 | |
Loss on disposal of business | 24.4 | | | — | |
Impairment of goodwill | — | | | 231.2 | |
Impairment of intangible assets | — | | | 65.0 | |
Amortization of intangibles | 34.1 | | | 45.9 | |
Program cost amortization | 16.6 | | | 256.9 | |
Deferred income taxes | 12.8 | | | (24.9) | |
Stock-based compensation | 14.8 | | | 36.6 | |
Other non-cash items | 6.0 | | | (2.0) | |
Change in operating assets and liabilities net of acquired balances: | | | |
Decrease in accounts receivable | 228.7 | | | 237.5 | |
Increase in inventories | (32.7) | | | (48.4) | |
Increase in prepaid expenses and other current assets | (12.7) | | | (14.6) | |
Program spend, net | (12.5) | | | (251.8) | |
Decrease in accounts payable and accrued liabilities | (192.7) | | | (192.1) | |
Change in net deemed repatriation tax | (8.2) | | | (34.4) | |
Other | 39.3 | | | 16.3 | |
Net cash provided by operating activities | 365.1 | | | 119.2 | |
Cash flows from investing activities: | | | |
Additions to property, plant and equipment | (97.7) | | | (112.1) | |
Investments | (480.1) | | | — | |
Other | 2.4 | | | (3.7) | |
Net cash utilized by investing activities | (575.4) | | | (115.8) | |
Cash flows from financing activities: | | | |
Proceeds from borrowings with maturity greater than three months | 498.6 | | | 1.6 | |
Repayments of borrowings with maturity greater than three months | — | | | (90.7) | |
Net repayments from other short-term borrowings | — | | | 6.6 | |
Dividends paid | (194.6) | | | (193.8) | |
Payments related to tax withholding for share-based compensation | (11.9) | | | (14.5) | |
Stock-based compensation transactions | 4.0 | | | — | |
Payment of financing costs | (5.3) | | | — | |
Other | (2.3) | | | (5.4) | |
Net cash provided by (utilized by) financing activities | 288.5 | | | (296.2) | |
Effect of exchange rate changes on cash | 3.2 | | | (3.7) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 81.4 | | | (296.5) | |
Cash, cash equivalents and restricted cash at beginning of year | 545.4 | | | 513.1 | |
Cash, cash equivalents and restricted cash at end of period | $ | 626.8 | | | $ | 216.6 | |
| | | |
Supplemental information | | | |
Cash paid during the period for: | | | |
Interest | $ | 73.3 | | | $ | 87.1 | |
Income taxes, net | $ | 14.4 | | | $ | 84.6 | |
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
(Millions of Dollars)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Treasury Stock | | Noncontrolling Interests | | Total Shareholders' Equity | | | |
Balance, December 31, 2023 | $ | 110.1 | | | $ | 2,590.6 | | | $ | 2,188.4 | | | $ | (201.5) | | | $ | (3,625.7) | | | $ | 25.1 | | | $ | 1,087.0 | | | | |
Net earnings attributable to Hasbro, Inc. | — | | | — | | | 58.2 | | | — | | | — | | | — | | | 58.2 | | | | |
Net earnings attributable to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | 0.9 | | | 0.9 | | | | |
Other comprehensive loss | — | | | — | | | — | | | (1.8) | | | — | | | — | | | (1.8) | | | | |
Stock-based compensation transactions | — | | | (16.9) | | | — | | | — | | | 6.9 | | | — | | | (10.0) | | | | |
Stock-based compensation expense | — | | | (5.0) | | | — | | | — | | | — | | | — | | | (5.0) | | | | |
Dividends declared | — | | | 1.2 | | | (98.6) | | | — | | | — | | | — | | | (97.4) | | | | |
Distributions paid to noncontrolling owners and other foreign exchange | — | | | — | | | — | | | — | | | — | | | (2.0) | | | (2.0) | | | | |
Balance, March 31, 2024 | $ | 110.1 | | | $ | 2,569.9 | | | $ | 2,148.0 | | | $ | (203.3) | | | $ | (3,618.8) | | | $ | 24.0 | | | $ | 1,029.9 | | | | |
Net earnings attributable to Hasbro, Inc. | — | | | — | | | 138.5 | | | — | | | — | | | — | | | 138.5 | | | | |
| | | | | | | | | | | | | | | | |
Other comprehensive loss | — | | | — | | | — | | | (18.9) | | | — | | | — | | | (18.9) | | | | |
Stock-based compensation transactions | — | | | 2.9 | | | — | | | — | | | 2.4 | | | — | | | 5.3 | | | | |
Stock-based compensation expense | — | | | 17.5 | | | — | | | — | | | 2.3 | | | — | | | 19.8 | | | | |
Dividends declared | — | | | 1.8 | | | (1.8) | | | — | | | — | | | — | | | — | | | | |
Distributions paid to noncontrolling owners and other foreign exchange | — | | | — | | | — | | | — | | | — | | | (1.7) | | | (1.7) | | | | |
Balance, June 30, 2024 | $ | 110.1 | | | $ | 2,592.1 | | | $ | 2,284.7 | | | $ | (222.2) | | | $ | (3,614.1) | | | $ | 22.3 | | | $ | 1,172.9 | | | | |
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
(Millions of Dollars)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Treasury Stock | | Noncontrolling Interests | | Total Shareholders' Equity | | | |
Balance, December 25, 2022 | $ | 110.1 | | | $ | 2,540.6 | | | $ | 4,071.4 | | | $ | (254.9) | | | $ | (3,634.4) | | | $ | 29.1 | | | $ | 2,861.9 | | | | |
Net loss attributable to Hasbro, Inc. | — | | | — | | | (22.1) | | | — | | | — | | | — | | | (22.1) | | | | |
Net earnings attributable to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | 0.4 | | | 0.4 | | | | |
Other comprehensive earnings | — | | | — | | | — | | | 17.5 | | | — | | | — | | | 17.5 | | | | |
Stock-based compensation transactions | — | | | (19.0) | | | — | | | — | | | 5.0 | | | — | | | (14.0) | | | | |
Stock-based compensation expense | — | | | 15.7 | | | — | | | — | | | — | | | — | | | 15.7 | | | | |
Dividends declared | — | | | 0.5 | | | (97.5) | | | — | | | — | | | — | | | (97.0) | | | | |
Buyout of redeemable noncontrolling interest | — | | | (2.1) | | | — | | | — | | | — | | | — | | | (2.1) | | | | |
Distributions paid to noncontrolling owners and other foreign exchange | — | | | — | | | — | | | — | | | — | | | (1.6) | | | (1.6) | | | | |
Balance, April 2, 2023 | $ | 110.1 | | | $ | 2,535.7 | | | $ | 3,951.8 | | | $ | (237.4) | | | $ | (3,629.4) | | | $ | 27.9 | | | $ | 2,758.7 | | | | |
Net loss attributable to Hasbro, Inc. | — | | | — | | | (235.0) | | | — | | | — | | | — | | | (235.0) | | | | |
Net earnings attributable to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | 0.1 | | | 0.1 | | | | |
Other comprehensive earnings | — | | | — | | | — | | | 23.9 | | | — | | | — | | | 23.9 | | | | |
Stock-based compensation transactions | — | | | (1.1) | | | — | | | — | | | 0.7 | | | — | | | (0.4) | | | | |
Stock-based compensation expense | — | | | 18.5 | | | — | | | — | | | 2.4 | | | — | | | 20.9 | | | | |
Dividends declared | — | | | 1.5 | | | (98.7) | | | — | | | — | | | — | | | (97.2) | | | | |
Distributions paid to noncontrolling owners and other foreign exchange | — | | | — | | | — | | | — | | | — | | | (0.8) | | | (0.8) | | | | |
Balance, July 2, 2023 | $ | 110.1 | | | $ | 2,554.6 | | | $ | 3,618.1 | | | $ | (213.5) | | | $ | (3,626.3) | | | $ | 27.2 | | | $ | 2,470.2 | | | | |
See accompanying condensed notes to consolidated financial statements.
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 consolidated subsidiaries ("Hasbro" or the "Company") as of June 30, 2024, July 2, 2023, and December 31, 2023, and the results of its operations and cash flows and shareholders' equity for the periods ended June 30, 2024 and July 2, 2023 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 condensed notes thereto. Actual results could differ from those estimates.
The three months ended June 30, 2024 and July 2, 2023 were 13-week and 14-week periods, respectively. The six months ended June 30, 2024 and July 2, 2023 were 26-week and 27-week periods, respectively.
The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of results to be expected for the full year 2024, nor were those of the comparable 2023 periods representative of those actually experienced for the full year 2023.
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 31, 2023 in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Form 10-K"), which includes all such information and disclosures and, accordingly, should be read in conjunction with the financial information included herein.
Other Adjustments
During the three months ended March 31, 2024, the Company corrected a prior year error and recorded an $18.1 million benefit related to the reversal of stock compensation expense for the Company's performance stock awards that should have been recorded during fiscal year 2023. The $18.1 million benefit recorded during the three months ended March 31, 2024 is not considered to be material to the full year 2023 or 2024 consolidated financial statements.
During the three months ended June 30, 2024, the Company corrected a prior year error and recorded a $31.1 million expense and associated liability related to historical environmental exposures in accordance with Accounting Standard Codification 410, Asset Retirement and Environmental Obligations. The $31.1 million expense was recorded in Selling, distribution and administration on the Consolidated Statements of Operations. Additionally, during the three months ended June 30, 2024, the Company corrected a prior year error and recorded a $26.7 million benefit related to an over-accrual of vendor commitment liabilities. The $26.7 million benefit was recorded in Cost of sales on the Consolidated Statements of Operations. The recording of these two items were not considered to be material, individually or in the aggregate, to the Company's prior year financial statements or the 2024 consolidated financial statements.
Significant Accounting Policies
The Company's significant accounting policies are summarized in note 1 to the consolidated financial statements included in the Company's 2023 Form 10-K.
Recently Adopted Accounting Standards
During the three and six months ended June 30, 2024, there were no recently adopted accounting standards that had a material effect on the Company’s financial statements.
Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. The standard did not change the definition of a segment, the method for determining segments or the
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
criteria for aggregating operating segments into reportable segments. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption is required for all prior periods presented in the financial statements. We are assessing the impact of this ASU and upon adoption expect that any impact would be limited to additional segment expense disclosures in the footnotes to our consolidated financial statements. We expect to adopt the standard beginning with our 2024 Form 10-K.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements in Income Tax Disclosures. The amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This amendment requires public companies to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, under the amendment, entities are required to disclose the amount of income taxes paid disaggregated by federal, state and foreign taxes, as well as disaggregated by material individual jurisdictions. Finally, the amendment requires entities to disclose income from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state and foreign. The new rules are effective for annual periods beginning after December 15, 2024. We are currently assessing the impact of this ASU on our consolidated financial statements.
There were no other recently issued accounting pronouncements which would have a material effect on the Company’s condensed consolidated financial statements.
(2) Revenue Recognition
Revenue is recognized when control of the promised goods, functional 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. The majority of the Company’s revenues are derived from sales of finished products to customers. See note 1 of the Company's 2023 Annual Report for the Company's revenue recognition accounting policy.
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 or access such intellectual property 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, through in-application purchases or through subscription services. 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, or as with subscription services, ratably over the subscription term. 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, primarily related to (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 and the long-term portion is recorded within Other long-term assets.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
The changes in carrying amounts of contract assets and liabilities for the six months ended June 30, 2024 and July 2, 2023 are as follows:
| | | | | | | | | | | |
| June 30, 2024 | | July 2, 2023 |
Assets | | | |
Balance at beginning of the year | $ | 213.3 | | | $ | 594.4 | |
Recognized in current year | 135.8 | | | 320.3 | |
Amounts reclassified to accounts receivable | (109.6) | | | (352.1) | |
Foreign currency impact | (2.3) | | | 7.3 | |
Ending Balance | $ | 237.2 | | | $ | 569.9 | |
| | | |
Liabilities | | | |
Balance at beginning of the year | $ | 230.8 | | | $ | 113.0 | |
Recognized in current year | 131.9 | | | 164.0 | |
Amounts in beginning balance reclassified to revenue | (45.4) | | | (58.8) | |
Current year amounts reclassified to revenue | (58.5) | | | (97.9) | |
Foreign currency impact | 0.1 | | | (1.0) | |
Ending Balance | $ | 258.9 | | | $ | 119.3 | |
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 June 30, 2024, unrecognized revenue attributable to unsatisfied performance obligations expected to be recognized in the future was $2.4 million. Of this amount, we expect to recognize $1.5 million in the remainder of 2024 and $0.9 million in 2025. These amounts include only fixed consideration.
Accounts Receivable and Allowance for Credit Losses
The Company’s balance for accounts receivable on the Consolidated Balance Sheets as of June 30, 2024 and July 2, 2023 are primarily from contracts with customers. A summary of the activity in the allowance for credit losses for the six months ended June 30, 2024 and July 2, 2023 are as follows:
| | | | | | | | | | | |
| June 30, 2024 | | July 2, 2023 |
| | | |
Balance at beginning of the year | $ | 12.7 | | | $ | 20.0 | |
Charged to costs and expenses, net | 1.8 | | | 1.5 | |
Customer accounts written off—net of recoveries | (0.6) | | | — | |
Foreign currency impact | (0.8) | | | 0.7 | |
Ending balance | $ | 13.1 | | | $ | 22.2 | |
Disaggregation of revenues
The Company disaggregates its revenues from contracts with customers by reportable segment: Consumer Products, Wizards of the Coast and Digital Gaming, and Entertainment. The Company further disaggregates revenues within its Consumer Products segment by major geographic region: North America, Europe, Latin America, and Asia Pacific; within its Wizards of the Coast and Digital Gaming segment by category: Tabletop Gaming and Digital and Licensed Gaming; and within its Entertainment segment by category: Film & TV, Family Brands, and Other. Finally, the Company disaggregates its revenues by brand portfolio into three brand categories: Franchise Brands, Partner Brands and Portfolio Brands. We believe these collectively depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Effective in the first quarter of 2024, subsequent to the sale of the eOne Film and TV business (as defined in Note 3), the Company moved the remaining Non-Hasbro Branded Film & TV brands into Portfolio Brands to align with the Company's Brand Strategy. For comparability, net revenues for the three and six months ended July 2, 2023, have been reclassified to reflect the movement, resulting in a change of $0.8 million and $0.9 million, respectively.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
The following table represents consolidated Consumer Products segment net revenues by major geographic region for the three and six months ended June 30, 2024 and July 2, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
North America | $ | 306.1 | | | $ | 382.0 | | | $ | 545.2 | | | $ | 661.1 | |
Europe | 92.0 | | | 131.9 | | | 179.5 | | | 263.5 | |
Asia Pacific | 62.6 | | | 66.4 | | | 111.4 | | | 129.7 | |
Latin America | 63.8 | | | 74.9 | | | 101.4 | | | 121.3 | |
Net revenues | $ | 524.5 | | | $ | 655.2 | | | $ | 937.5 | | | $ | 1,175.6 | |
The following table represents consolidated Wizards of the Coast and Digital Gaming segment net revenues by category for the three and six months ended June 30, 2024 and July 2, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
Tabletop Gaming | $ | 307.6 | | | $ | 298.5 | | | $ | 535.8 | | | $ | 516.4 | |
Digital and Licensed Gaming | 144.4 | | | 77.1 | | | 232.5 | | | 154.4 | |
Net revenues | $ | 452.0 | | | $ | 375.6 | | | $ | 768.3 | | | $ | 670.8 | |
The following table represents consolidated Entertainment segment net revenues by category for the three and six months ended June 30, 2024 and July 2, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
Film and TV (1) | $ | 1.8 | | | $ | 153.3 | | | $ | 1.8 | | | $ | 321.7 | |
Family Brands | 17.0 | | | 25.9 | | | 45.0 | | | 42.9 | |
Net revenues | $ | 18.8 | | | $ | 179.2 | | | $ | 46.8 | | | $ | 364.6 | |
(1) Net revenues from the Company's Film and TV portfolio were primarily associated with the Company's non-core eOne Film and TV business sold to Lionsgate during the fourth quarter of 2023.
The following table presents consolidated net revenues by brand portfolio for the three and six months ended June 30, 2024 and July 2, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
Franchise Brands | $ | 786.6 | | | $ | 788.4 | | | $ | 1,393.1 | | | $ | 1,401.8 | |
Partner Brands | 124.6 | | | 172.9 | | | 212.3 | | | 305.6 | |
Portfolio Brands | 84.1 | | | 107.9 | | | 147.2 | | | 200.0 | |
Non-Hasbro Branded Film & TV (1) | — | | | 140.8 | | | — | | | 303.6 | |
Net revenues | $ | 995.3 | | | $ | 1,210.0 | | | $ | 1,752.6 | | | $ | 2,211.0 | |
(1) Net revenues from the Company's Non-Hasbro-branded Film and TV portfolio were associated with the Company's non-core eOne Film and TV business sold to Lionsgate during the fourth quarter of 2023.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
(3) Sale of Non-Core Entertainment One Film and TV Business
On December 27, 2023, the Company completed the sale of its Entertainment One film and television business ("eOne Film and TV") to Lions Gate Entertainment Corp., Lions Gate Entertainment Inc. and Lions Gate International Motion Pictures S.à.r.l (collectively "Lionsgate"), pursuant to the terms of an Equity Purchase Agreement dated August 3, 2023, among Hasbro and Lionsgate. The Company sold eOne Film and TV for a sales price of $375.0 million in cash, subject to the satisfaction of customary net working capital closing conditions and holdbacks for certain retained liabilities, plus the assumption by Lionsgate of production financing loans. During the three months ended June 30, 2024, the Company recorded a $15.3 million expense in Loss on disposal of business on the Consolidated Statements of Operations associated with certain purchase price and related adjustments.
The Company recorded a pre-tax non-cash charge of $539.0 million within Loss on disposal of business on the Consolidated Statements of Operations for the year ended December 31, 2023. The Company also recorded pre-tax cash transaction expenses of $35.1 million within Selling, distribution and administration expense on the Consolidated Statements of Operations for the year ended December 31, 2023. See note 3 of the Company's 2023 Annual Report for further detail of the Company's sale of the eOne Film and TV business.
(4) Earnings (Loss) Per Share
Net earnings (loss) per share data for the three and six months ended June 30, 2024 and July 2, 2023 were computed as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
Net earnings (loss) attributable to Hasbro, Inc. | $ | 138.5 | | | $ | (235.0) | | | $ | 196.7 | | | $ | (257.1) | |
| | | | | | | |
Average shares outstanding | 139.5 | | | 138.8 | | | 139.2 | | | 138.7 | |
Effect of dilutive securities: | | | | | | | |
Options and other share-based awards | 0.5 | | | — | | | 0.4 | | | — | |
Equivalent Shares | 140.0 | | | 138.8 | | | 139.6 | | | 138.7 | |
| | | | | | | |
Net earnings (loss) attributable to Hasbro, Inc. per common share | | | | | | | |
Basic | $ | 0.99 | | | $ | (1.69) | | | $ | 1.41 | | | $ | (1.85) | |
Diluted | $ | 0.99 | | | $ | (1.69) | | | $ | 1.41 | | | $ | (1.85) | |
For the three and six months ended June 30, 2024, options and restricted stock units totaling 2.0 million and 2.3 million, respectively, were excluded from the calculation of diluted earnings per share because to include them would have been anti-dilutive. For the three and six months ended July 2, 2023, options and restricted stock units totaling 4.3 million and 4.2 million, respectively, were excluded from the calculation of diluted earnings per share because to include them would have been anti-dilutive. Of the fiscal 2023 amount, 1.2 million and 1.6 million shares, respectively, would have been included in the calculation of diluted shares had the Company not had a net loss for the three and six months ended July 2, 2023. Assuming that these awards and options were included, under the treasury stock method, they would have resulted in an additional 0.2 million and 0.1 million shares, respectively, being included in the diluted earnings per share calculation for the three and six months ended July 2, 2023.
(5) Goodwill
Changes in the carrying amount of goodwill, by operating segment, for the six months ended June 30, 2024 and July 2, 2023 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Consumer Products | | Wizards of the Coast and Digital Gaming | | Entertainment (1) | | Total |
2024 | | | | | | | | |
Balance as of December 31, 2023 | | $ | 1,582.3 | | $ | 371.7 | | $ | 325.2 | | $ | 2,279.2 |
Foreign exchange translation | | (0.1) | | (0.3) | | — | | (0.4) |
Balance as of June 30, 2024 | | $ | 1,582.2 | | $ | 371.4 | | $ | 325.2 | | $ | 2,278.8 |
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 (1) | | Total | |
2023 | | | | | | | | | |
Balance as of December 25, 2022 | | $ | 1,584.7 | | $ | 371.5 | | $ | 1,513.9 | | $ | 3,470.1 | |
Foreign exchange translation | | 0.1 | | 0.2 | | — | | 0.3 | |
Impairment during the period | | — | | — | | (231.2) | | (231.2) | |
Balance as of July 2, 2023 | | $ | 1,584.8 | | $ | 371.7 | | $ | 1,282.7 | | $ | 3,239.2 | |
(1) During the fourth quarter of 2023, the Company recorded $960.0 million of non-cash goodwill impairment charges within the Entertainment segment. See further detail in the 2023 Annual Report.
During the six months ended July 2, 2023, the Company recorded non-cash impairment charges of $296.2 million within the Entertainment segment. These impairment charges consisted of a $231.2 million goodwill impairment charge associated recorded within Impairment of goodwill and a $65.0 million intangible asset impairment charge, recorded in Selling, distribution and administration costs, within the Consolidated Statements of Operations for the three and six months ended July 2, 2023.
(6) 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 three and six months ended June 30, 2024 and July 2, 2023.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
Other comprehensive earnings (loss), tax effect: | | | | | | | |
Tax (benefit) expense on cash flow hedging activities | $ | (1.2) | | | $ | 1.2 | | | $ | (1.2) | | | $ | 2.3 | |
Reclassifications to earnings (loss), tax effect: | | | | | | | |
Tax (benefit) expense on cash flow hedging activities | (0.3) | | | (0.6) | | | (0.5) | | | (0.4) | |
Amortization of unrecognized pension and postretirement amounts | — | | | — | | | — | | | 0.1 | |
Total tax effect on other comprehensive earnings (loss) | $ | (1.5) | | | $ | 0.6 | | | $ | (1.7) | | | $ | 2.0 | |
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 six months ended June 30, 2024 and July 2, 2023 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 |
2024 | | | | | | | | | |
Balance at December 31, 2023 | $ | (4.2) | | | $ | (16.8) | | | $ | (0.1) | | | $ | (180.4) | | | $ | (201.5) | |
Current period other comprehensive earnings (loss) | — | | | 6.0 | | | — | | | (26.7) | | | (20.7) | |
Balance at June 30, 2024 | $ | (4.2) | | | $ | (10.8) | | | $ | (0.1) | | | $ | (207.1) | | | $ | (222.2) | |
| | | | | | | | | |
2023 | | | | | | | | | |
Balance at December 25, 2022 | $ | (3.0) | | | $ | (12.0) | | | $ | (0.1) | | | $ | (239.8) | | | $ | (254.9) | |
Current period other comprehensive earnings (loss) | (0.2) | | | (7.6) | | | — | | | 49.2 | | | 41.4 | |
Balance at July 2, 2023 | $ | (3.2) | | | $ | (19.6) | | | $ | (0.1) | | | $ | (190.6) | | | $ | (213.5) | |
Gains (Losses) on Derivative Instruments
At June 30, 2024, the Company had remaining net deferred losses on foreign currency forward contracts, net of tax, of $3.1 million in Accumulated other comprehensive earnings (loss) ("AOCE"). These instruments hedge payments related to inventory purchased in the six months ended June 30, 2024 or forecasted to be purchased during the remainder of 2024, intercompany expenses expected to be paid or received during 2024 and cash receipts for sales made at the end of the second quarter of 2024 or forecasted to be made in the remainder of 2024. 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 3.15% Notes that were repaid in full in the aggregate principal amount of $300.0 million in 2021, 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 June 30, 2024, deferred losses, net of tax of $13.7 million related to these instruments remained in AOCE. For each of the three months ended June 30, 2024 and July 2, 2023, previously deferred losses of $0.2 million related to these instruments were reclassified from AOCE to net earnings. For the six months ended June 30, 2024 and July 2, 2023, previously deferred losses of $0.4 million and $0.4 million, respectively, related to these instruments were reclassified from AOCE to net earnings.
Of the net deferred losses included in AOCE at June 30, 2024, the Company expects net losses of approximately $2.4 million to be reclassified to the Consolidated Statements of Operations within the next twelve months. However, the amount ultimately realized in earnings is dependent on the fair value of the hedging instruments on the settlement dates.
See note 12 for additional discussion on reclassifications from AOCE to earnings.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
(7) Additional Balance Sheet Information
Components of Accrued liabilities for the periods ended June 30, 2024, July 2, 2023 and December 31, 2023 were as follows:
| | | | | | | | | | | | | | | | | |
| June 30, 2024 | | July 2, 2023 | | December 31, 2023 |
Royalties | $ | 319.7 | | | $ | 170.1 | | | $ | 286.8 | |
Deferred revenue | 83.2 | | | 117.9 | | | 101.6 | |
Lag & cancellation charges | 76.3 | | | 82.6 | | 118.9 |
Dividends (1) | — | | | 97.1 | | 97.2 |
Severance | 63.0 | | | 70.7 | | | 83.7 | |
Accrued income taxes | 108.6 | | | 50.8 | | | 61.6 | |
Other taxes | 48.8 | | | 66.7 | | | 68.7 | |
Interest | 33.7 | | | 32.6 | | | 29.9 | |
General vendor accruals | 43.8 | | | 52.3 | | | 51.9 | |
Participations and residuals | 17.8 | | | 287.0 | | | 34.0 | |
Advertising | 25.8 | | | 51.7 | | | 45.0 | |
Lease liability - current | 32.7 | | | 35.2 | | | 30.5 | |
Payroll and management incentives | 51.8 | | | 31.2 | | | 85.6 | |
Defined contribution plans | 19.2 | | | 25.1 | | | 29.7 | |
Freight | 25.7 | | | 29.6 | | | 22.9 | |
Insurance | 14.3 | | | 12.1 | | | 13.3 | |
Professional fees | 10.1 | | | 13.0 | | | 12.4 | |
Accrued expenses - IIP & IIC | 0.5 | | | 57.3 | | | 0.7 | |
Other | 57.6 | | | 86.4 | | | 41.4 | |
Total accrued liabilities | $ | 1,032.6 | | | $ | 1,369.4 | | | $ | 1,215.8 | |
(1) During the third quarter of 2024, the Board of Directors has declared a quarterly cash dividend of $0.70 per common share payable on September 4, 2024, to shareholders of record at the close of business on August 21, 2024.
Prepaid expenses and other current assets include accrued income, current of $159.3 million, $375.8 million, and $85.6 million as of June 30, 2024, July 2, 2023 and December 31, 2023, respectively.
Other assets include deferred tax assets of $397.4 million, $264.9 million, and $427.9 million as of June 30, 2024, July 2, 2023 and December 31, 2023, respectively, and content assets of $144.7 million, $949.1 million, and $162.8 million as of June 30, 2024, July 2, 2023 and December 31, 2023, respectively.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
(8) Debt
The carrying costs, which are equal to the outstanding principal amounts, and fair values of the Company's long-term borrowings as of June 30, 2024, July 2, 2023 and December 31, 2023 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2024 | | July 2, 2023 | | December 31, 2023 |
| Carrying Cost | | Fair Value | | Carrying Cost | | Fair Value | | Carrying Cost | | Fair Value |
3.90% Notes Due 2029 | $ | 900.0 | | | $ | 830.9 | | | $ | 900.0 | | | $ | 814.9 | | | $ | 900.0 | | | $ | 839.8 | |
3.55% Notes Due 2026 | 675.0 | | | 644.8 | | | 675.0 | | | 628.0 | | | 675.0 | | | 641.0 | |
3.00% Notes Due 2024 | 500.0 | | | 494.6 | | | 500.0 | | | 481.6 | | | 500.0 | | | 488.4 | |
6.35% Notes Due 2040 | 500.0 | | | 512.1 | | | 500.0 | | | 510.1 | | | 500.0 | | | 520.1 | |
3.50% Notes Due 2027 | 500.0 | | | 471.5 | | | 500.0 | | | 466.6 | | | 500.0 | | | 472.2 | |
6.05% Notes Due 2034 | 500.0 | | | 500.1 | | | — | | | — | | | — | | | — | |
5.10% Notes Due 2044 | 300.0 | | | 258.0 | | | 300.0 | | | 264.6 | | | 300.0 | | | 271.6 | |
6.60% Debentures Due 2028 | 109.9 | | | 114.2 | | | 109.9 | | | 116.4 | | | 109.9 | | | 116.0 | |
Variable % Notes Due December 30, 2024 (1) | — | | | — | | | 265.0 | | | 265.0 | | | — | | | — | |
Production Financing Facilities (2) | — | | | — | | | 9.4 | | | 9.4 | | | — | | | — | |
Total long-term debt | $ | 3,984.9 | | | $ | 3,826.2 | | | $ | 3,759.3 | | | $ | 3,556.6 | | | $ | 3,484.9 | | | $ | 3,349.1 | |
Less: Deferred debt expenses | 23.5 | | | — | | | 21.4 | | | — | | | 19.1 | | | — | |
Less: Current portion | 500.0 | | | — | | | 69.4 | | | — | | | 500.0 | | | — | |
Long-term debt | $ | 3,461.4 | | | $ | 3,826.2 | | | $ | 3,668.5 | | | $ | 3,556.6 | | | $ | 2,965.8 | | | $ | 3,349.1 | |
(1) During the fourth quarter of 2023, the Company paid the remaining principal balance of the Variable % Notes Due December 30, 2024.
(2) The Company's production financing facilities were assumed by Lionsgate effective upon the closing of the sale of the eOne Film and TV business in the fourth quarter of 2023. See note 3 for additional information.
2034 Notes
In May 2024, the Company issued an aggregate of $500.0 million of senior unsecured debt securities that bear a fixed interest rate of 6.05% due 2034 (the "2034 Notes"). In connection with the issuance of the 2034 Notes, the 2034 Notes were issued with an original issuance discount of $1.4 million and the Company capitalized $5.3 million of debt issuance costs. The original issuance discount and debt issuance costs will be amortized over the term of the 2034 Notes.
Other Financing Arrangements
The Company's third amended and restated revolving credit facility with Bank of America, as administrative agent, swing line lender, a letter of credit issuer and a lender and certain other financial institutions as lenders thereto (the "Amended Revolving Credit Facility") provides the Company with commitments having a maximum aggregate principal amount of $1.25 billion. 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. It also provides for a potential additional incremental commitment increase of up to $500.0 million subject to agreement of the lenders.
The Company also has a supplier finance program which provides participating suppliers the option of receiving payment in advance of an invoice due date, to be paid by certain administering banks, on the basis of invoices that the Company has confirmed as valid and approved. The Company’s obligation is to make payment in the invoice amount negotiated with participating suppliers, to the administering banks on the invoice due date. The Company’s suppliers are not required to participate in the supplier finance program. The early payment transactions between the Company’s supplier and the administering bank are subject to an agreement between those parties, and the Company does not participate in any financial aspect of the agreements between the Company’s suppliers and the administering banks. The Company has not pledged any assets to the administering bank under the supplier financing program. The Company or the administering bank may terminate the agreement upon at least 30 days’ written notice. The amount of obligations confirmed under the program that remain unpaid by the Company were $72.4 million, $89.0 million, and $43.3 million as of June 30, 2024, July 2, 2023 and December 31, 2023, respectively. These obligations are presented within Accounts payable in our Consolidated Balance Sheets. The activity related to this program is reflected within the operating activities section of the Consolidated Statements of Cash Flows.
Condensed Notes to Consolidated Financial Statements
(Millions of Dollars and Shares Except Per Share Data)
(9) 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 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 title 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 June 30, 2024, July 2, 2023, and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2024 | | July 2, 2023 | | December 31, 2023 | | | |
Investment in Films and Television Programs: (1) | | | | | | | | | |
Individual Monetization | | | | | | | | | |
Released, net of amortization | | $ | 54.6 | | | $ | 552.3 | | | $ | 74.7 | | | | |
Completed and not released | | — | | | 53.6 | | | 5.1 | | | | |
In production | | 30.7 | | | 135.3 | | | 27.1 | | | | |
Pre-production | | 6.9 | | | 130.9 | | | 10.4 | | | | |
| | 92.2 | | | 872.1 | | | 117.3 | | | | |
Film/TV Group Monetization | | | | | | | | | |
Released, net of amortization | | 43.1 | | | 17.5 | | | 26.0 | | | | |
In production | | — | | | 24.9 | | | 23.6 | | | | |
| | |