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Hasbro Inc · 10-K405 · For 12/31/00 · EX-13

Filed On 3/30/01, 6:29pm ET   ·   Accession Number 46080-1-3   ·   SEC File 1-06682

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  As Of                Filer                Filing    For/On/As Docs:Size

 4/02/01  Hasbro Inc                        10-K405    12/31/00   14:979K

Annual Report — [X] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     10-K Document                                         41    188K 
 2: EX-4        Exhibit 4 (C)                                        147±   608K 
 3: EX-4        Exhibit 4 (D)                                        162±   671K 
 4: EX-4        Exhibit 4 (F)                                          2±    12K 
 5: EX-10       Exhibit 10 (D)                                         2±    10K 
 6: EX-10       Exhibit 10 (Gg)                                       11±    49K 
 7: EX-10       Exhibit 10 (Hh)                                        7±    32K 
 8: EX-10       Exhibit 10 (Vv)                                        4±    21K 
 9: EX-10       Exhibit 10 (Ww)                                        7±    36K 
10: EX-11       Statement re: Computation of Earnings Per Share        1      6K 
11: EX-12       Statement re: Computation of Ratios                    1      6K 
12: EX-13       Annual or Quarterly Report to Security Holders        44±   190K 
13: EX-21       Subsidiaries of the Registrant                         1      8K 
14: EX-23       Consent of Experts or Counsel                          1      8K 


EX-13   —   Annual or Quarterly Report to Security Holders
Exhibit Table of Contents

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11st Page   -   Filing Submission
"Common Stock


EXHIBIT 13 HASBRO, INC. AND SUBSIDIARIES Selected Information Contained in Annual Report to Shareholders for the Year Ended December 31, 2000 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ------------------------------------------------------------------------- The Company's common stock, par value $.50 per share (the "Common Stock"), is traded on the New York and London Stock Exchanges. Prior to June 23, 1999, the Common Stock was traded on the American and London Stock Exchanges. The following table sets forth the high and low sales prices as reported on the Composite Tape of the New York Stock Exchange and the American Stock Exchange, as applicable, and the cash dividends declared per share of Common Stock for the periods listed. Sales Prices ---------------- Cash Dividends Period High Low Declared ------ ---- --- -------------- 1999 1st Quarter $30 1/8 21 13/16 $.06 2nd Quarter 37 27 .06 3rd Quarter 28 5/8 21 15/16 .06 4th Quarter 24 1/4 16 7/8 .06 2000 1st Quarter $19 1/8 13 3/4 $.06 2nd Quarter 18 9/16 15 .06 3rd Quarter 17 13/16 10 3/16 .06 4th Quarter 12 15/16 8 3/8 .03 The approximate number of holders of record of the Company's Common Stock as of February 28, 2001 was 8,650. Dividends --------- Declaration of dividends is at the discretion of the Company's Board of Directors and will depend upon the earnings, financial condition of the Company and such other factors as the Board of Directors deems appropriate. Payment of dividends is further subject to restrictions contained in agreements relating to the Company's outstanding short-term and long-term debt. Under the most restrictive agreement, dividend payments are restricted to the greater of $.03 per share quarterly or 25% of prior fiscal year consolidated net income. SELECTED FINANCIAL DATA ----------------------- (Thousands of Dollars and Shares Except per share Data and Ratios) Fiscal Year ------------------------------------------------ 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Statement of Earnings Data: Net revenues $3,787,215 4,232,263 3,304,454 3,188,559 3,002,370 Net earnings (loss)$ (144,631) 188,953 206,365 134,986 199,912 Per Common Share Data: Earnings (loss) Basic $ (.82) .97 1.04 .70 1.02 Diluted $ (.82) .93 1.00 .68 .98 Cash dividends declared $ .21 .24 .21 .21 .18 Balance Sheet Data: Total assets $3,828,459 4,463,348 3,793,845 2,899,717 2,701,509 Long-term debt $1,167,838 420,654 407,180 - 149,382 Ratio of Earnings to Fixed Charges(1) (.67) 4.10 6.70 5.66 7.51 Weighted Average Number of Common Shares: Basic 176,437 194,917 197,927 193,089 195,061 Diluted 176,437 202,103 205,420 206,353 209,283 (1) For purposes of calculating the ratio of earnings to fixed charges, fixed charges include interest, amortization of debt expense and one-third of rentals; earnings available for fixed charges represent earnings before fixed charges and income taxes. Earnings for 2000 were insufficient to cover fixed charges by $225,986. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Summary ------- A percentage analysis of results of operations follows: 2000 1999 1998 ---- ---- ---- Net revenues 100.0% 100.0% 100.0% Cost of sales 44.2 40.1 41.3 ----- ----- ----- Gross profit 55.8 59.9 58.7 Amortization 4.2 4.1 2.2 Royalties, research and development 16.8 16.8 12.9 Advertising 12.0 10.8 13.3 Selling, distribution and administration 22.7 19.0 19.8 Restructuring charge and acquired in-process research and development 1.7 1.5 .6 Loss on sale of business units 1.2 - - Interest expense 3.0 1.6 1.1 Other (income) expense, net .2 (.4) (.4) ----- ----- ----- Earnings (loss) before income taxes (6.0) 6.5 9.2 Income taxes (2.2) 2.0 2.9 ----- ----- ----- Net earnings (loss) (3.8)% 4.5% 6.3% ===== ===== ===== (Thousands of Dollars Except Share Data) Results of Operations --------------------- Net earnings (loss) for the three fiscal years ended December 31, 2000 were $(144,631), $188,953 and $206,365, respectively. Diluted earnings (loss) per share was $(.82) in 2000, $.93 in 1999 and $1.00 in 1998. Net revenues and operating profit, excluding charges relating to the Company's consolidation programs, decreased from 1999 levels in the U.S. Toy and International segments. In U.S. Toys, the decline in revenues resulted from a decline in sales of product related to STAR WARS: EPISODE 1: THE PHANTOM MENACE, POKEMON toys and TELETUBBIES preschool products, offset in part by the United States introduction of ACTION MAN. Coupled with the decline in revenues, lower gross profit margins on product sold in 2000, and early 2000 higher administrative overhead and expenditures for items such as advertising resulted in an operating loss. In the International segment, the decline in sales of STAR WARS product was largely offset by shipments of POKEMON toy and non-trading card game related products. The decline in revenues was due primarily to the unfavorable impact of currency. Higher product costs on items sold in 2000 contributed to the decline in operating profit. The Company's Other segments had an operating loss in 2000 compared to operating profit in 1999 due to reduced revenues from sales of seasonal outdoor play products, combined with decreased shipments of KOOSH and candy products. In the Company's Games segment, revenues increased while operating profits, before consolidation program charges and loss on sale of business units, decreased. The increased revenues are due in large part to the full year inclusion of trading cards games from Wizards of the Coast, Inc. (Wizards), acquired in the fourth quarter of 1999, while decreased operating profits result from a significant decline in sales of FURBY and related lost profit. Included in the results of the Games segment are revenues and operating profits derived from sales of interactive software games, and costs associated with development of an online interactive game initiative, Games.com. In December 2000, the Company announced it had entered into an agreement with Infogrames Entertainment S.A. (Infogrames) to sell the business units which make up Hasbro Interactive as well as Games.com. This sale closed in January 2001. Net revenues from the business units held for sale, including revenues from affiliated companies, for the three fiscal years ended December 31, 2000 were $194,300, $237,200 and $197,000, respectively. Operating losses of the business units to be sold, including consolidation program charges and discontinued development charge, were $(104,200) in 2000, $(124,300) in 1999 and $(2,100) in 1998. Net revenues for 2000 were $3,787,215 compared to $4,232,263 and $3,304,454 for 1999 and 1998, respectively. This 11% decrease in net revenues from 1999 levels includes an approximate $129,800 worldwide unfavorable impact of foreign currency translation rates. Decreased revenues of 47% in the U.S. Toy segment resulted primarily from decreased sales of product relating to STAR WARS: EPISODE 1: THE PHANTOM MENACE. It is expected that revenues and related expenses of entertainment based products are higher in the year of a theatrical release. STAR WARS: EPISODE 1: THE PHANTOM MENACE was released theatrically in the United States in May 1999, and throughout international markets thereafter. In the International segment, net revenues decreased 12% from 1999 levels, 10% of which is due to the unfavorable impact of currency noted above, and the remainder to a combination of reduced sales of STAR WARS, FURBY and ACTION MAN products, offset in part by increased sales of POKEMON toy related products. Reduced revenues of these segments over the prior year were offset in part by increased revenues of the Games segment, which experienced an 11% growth in revenues over the prior year. This increase was driven primarily by trading card game revenues from Wizards, which was acquired in the fourth quarter of 1999. While the most significant contribution from trading card games came from sales of POKEMON card games, other staple products from Wizards, including MAGIC: THE GATHERING, accounted for 30% of the increase attributable to trading card games. Partly offsetting this increase was an approximate 86% decrease in sales of FURBY and FURBY related product, and a 22% decrease in revenues from interactive software games. In comparing 1999 to 1998, the Games segment led revenue growth during the year, accounting for approximately 71% of the increase, followed by U.S. Toys and International, contributing 18% and 13% of revenue growth, respectively. Increased Games segment revenue was primarily driven by FURBY, which accounted for 24% of segment revenue in 1999 compared to 7% in 1998. Revenues from Wizards, acquired in the fourth quarter of 1999, accounted for 14% of Games segment revenues. Increased activity in hand-held electronic games utilizing Company and licensed brands, interactive CD-ROM games and traditional board games such as MONOPOLY and TRIVIAL PURSUIT also contributed to Games segment growth. U.S. Toy segment revenues were boosted by sales of STAR WARS product associated with the theatrical release of STAR WARS: EPISODE 1: THE PHANTOM MENACE. Revenues from this line accounted for 36% of segment revenues in 1999 compared to 13% in 1998. This, as well as the popular POKEMON line, traditional toy offerings such as EASY BAKE and LITE BRITE and the full year inclusion of the MICRO MACHINES line acquired with Galoob Toys, Inc. (Galoob) in the fourth quarter of 1998, also contributed to revenue growth over 1998 by the U.S. Toy segment. The International segment contribution to revenue growth was primarily driven by sales of STAR WARS, POKEMON, TELETUBBIES and FURBY and hand-held electronic products in certain markets, all partly offset by decreased volume in traditional board games and puzzles as well as the negative impact of foreign currency translation. The results of Other segments negatively affected revenue by approximately 3%, primarily due to decreased revenues of KOOSH and candy product. The Company's gross profit margin decreased to 55.8% in 2000 from 59.9% in 1999 and 58.7% in 1998. The decrease in margin primarily reflects product mix, with lower revenues generated from FURBY and entertainment based properties, such as STAR WARS related products, which carry higher gross margins. Partially offsetting this decrease is the higher gross margin associated with trading card games from Wizards. Moderating this higher anticipated gross margin in 2000 was the impact of obsolescence costs associated with overproduction of certain trading card games, primarily POKEMON related. The increase in margin in 1999 from 1998 principally reflects the increased revenues in the Games segment, where many product lines carry a higher gross margin. Amortization expense of $157,763 includes amortization of both property rights and cost in excess of net assets acquired. This compares with $173,533 in 1999 and $72,208 in 1998. Impairment charges of $25,046 were recognized in 2000 resulting from discontinued product line offerings arising from the Company's decision to focus on developing its core brands. In 1999, as part of its consolidation program, the Company recognized $38,449 in impairment charges arising from decisions to discontinue or significantly reduce product line offerings. The remaining increases in all years were attributable to the acquisitions made during the period. Expenditures for royalties, research and development decreased 11% to $635,366 from $711,790 in 1999, which had increased from $424,673 in 1998. Included in these amounts are expenditures for research and development of $208,485 in 2000, $254,599 in 1999 and $184,962 in 1998. As percentages of net revenues, research and development was 5.5% in 2000, down from 6.0% in 1999 and 5.6% in 1998. In 1999, contractual development commitments recognized for discontinued product lines in connection with the 1999 consolidation program amounted to $10,992. The decrease in 2000 reflects reduced spending on development of interactive software game titles, the primary reason for the increase in 1999 over 1998, and reduced product development in the U.S. Toy group as the Company focuses its efforts on developing its core brands. Revenues derived from entertainment based properties, such as STAR WARS and POKEMON, and resultant royalties, while continuous over the life of a contract, are generally higher in amount in the year a theatrical release takes place. It is anticipated that operating profit will also generally be higher in these years. The degree to which revenues, royalties and operating profits fluctuate is dependent not only on theatrical release dates, but video release dates as well. Excluding charges of $42,270 in 2000 and $15,300 in 1999 relating to royalty commitments on discontinued product lines and product lines with significantly reduced expectations recognized in connection with the Company's consolidation programs, royalty expenditures decreased by approximately $57,000 and .2% as a percent of net revenues from 1999. Excluding consolidation program charges, the increase in 1999 over 1998 reflects the increased percentage of 1999 revenues obtained from licensed product carrying higher royalty rates, primarily STAR WARS. Advertising expense increased to 12.0% of net revenues, compared to 10.8% of net revenues in 1999 and the 1998 level of 13.3%. Included in 2000 expense is $3,155 related to contractual commitments on discontinued product lines arising from the Company's 2000 consolidation program. This charge, combined with expenditures committed to early in the year, contributed to the increased percentage of lower 2000 net revenue. The percentage decrease in 1999 from 1998 levels primarily reflects the mix of more entertainment based properties, such as STAR WARS and POKEMON, marketed throughout our segments, which tend to carry a lower advertising to revenue ratio. Increased 1999 revenues in the Games segment from FURBY and trading card games also contributed to the decrease from 1998, as these lines do not carry as great of an advertising spend ratio as other products. Selling, distribution and administration costs increased in both dollars and as a percentage of net revenues in 2000 from 1999 levels. The increase results from marketing, selling and administrative costs in the Games segment associated with Wizards. Costs associated with tournament sponsorship and retail operations of Wizards result in higher selling, distribution and administrative costs than historically found in the Games segment. The increase in the Games segment was offset in part by lower administrative costs in the remainder of the Games segment and in the US Toy segment relating to a significant decrease or elimination of performance based bonus accruals existing in 1999. Comparing 1999 to 1998, selling, distribution and administration costs increased in dollars but decreased as a percentage of net revenues to $799,919, or 19.0% of revenues, from $655,938, or 19.9% in 1998. Of the increase in dollars, approximately 25% of the increase reflects the Games segment's 1999 acquisition of Wizards and approximately 31% of the increase reflects higher performance based bonus accruals. The remainder of the increase in dollars primarily reflects costs associated with the higher level of activity in 1999. The decreased percentage reflects higher 1999 revenues as well as the Company's commitment to control these costs, and the benefit received from the 1997 global integration and profit enhancement program. The Company recognized $63,951 of restructuring expense in 2000. This amount reflects charges under the 2000 restructuring plan of $70,079 and adjustments to the 1999 plan of $(6,128). The pretax impact of consolidation program charges and adjustments for the fiscal year ended December 31, 2000 was $146,142. On October 12, 2000, the Company announced a plan approved by its Board of Directors (Board) to consolidate its U.S. Toy group in Rhode Island, significantly reduce overhead through reductions in product development, sales and marketing, and administrative functions across the Company and to increase its focus on development of the Company's core brands. The impact of this plan was recorded in the fourth quarter as follows: Restructuring charge $ 70,079 -------- Other operating expenses: Cost of sales 6,625 Amortization 25,046 Royalties, research and development 42,270 Advertising 3,155 Selling, distribution and administration 5,095 -------- 82,191 -------- Total 2000 consolidation program cost $ 152,270 ======== The significant components of the 2000 plan include the closing of offices in Cincinnati, Ohio, the Napa, California office and warehouse and a small office in San Francisco, California, thereby essentially consolidating the U.S. Toy group in Rhode Island. These actions were substantially completed at December 31, 2000. Additionally, the plan includes the reduction of overhead, particularly in marketing and sales, product development and administration. This includes a curtailment of expansion of the retail business of Wizards, the further consolidation of certain international operating offices into regional centers and consolidation and streamlining of the Company's marketing activities. The Company is also increasing its focus on developing and marketing its core brands and reducing its reliance on licenses. This focus has resulted in product lines which will be discontinued or for which the Company has significantly reduced expectations. Together, the components of this plan anticipate the redundancy of approximately 850 employees, including 125 in manufacturing and sourcing activities and 725 worldwide in research and product development, marketing, sales and administration. Employee redundancies by area are as follows: Opening Balance at Balance Activity December 31, 2000 ------- ------- ------- Manufacturing activities 125 (98) 27 Research, product development, sales marketing and administration 725 (403) 322 ------- ------- ------- 850 (501) 349 ======= ======= ======= Total charges under the 2000 plan represent cash charges of $89,400, comprised of approximately $31,800 for severance benefits which will be disbursed over the employee's entitlement period, $5,100 in related charges paid in 2000 to relocate certain U.S. Toy group employees to Rhode Island, $21,400 for lease costs to be expended over the contractual lease term of the closed facilities and approximately $31,100 of contractual commitments on exited product lines and certain other licensed product lines with reduced expectations due to the Company's enhanced focus on its core brands. The product lines being exited were not, either individually or in the aggregate, material to the Company's revenues or operating results. Total non-cash charges were $62,900 of which charges of $16,900 were for fixed asset write- offs relating primarily to Corporate and the U.S. Toy segment. The remaining approximate $46,000 relates to asset write-offs and a write-down of assets impaired due to the Company's enhanced focus on its core brands. This includes impairment of intangible assets arising from the decision to discontinue product line offerings. Non-cash charges relating to asset write- offs have been credited to the respective line items on the balance sheet. The components of the plan included in the restructuring charge in the statement of operations are severance costs of $31,800, lease costs of $21,400 and fixed asset write-offs of $16,900. Included in accrued liabilities at December 31, 2000 is $53,200 relating to amounts due to terminated employees over their severance entitlement period and costs associated with lease costs. The Company anticipates pretax savings under the restructuring plan of $49,000 in 2001 and $53,000 in 2002. The restructuring plan is expected to be completed in fiscal 2001. Third party actions and the impact of competition could delay or increase the cost of implementation of the Company's consolidation program or alter the Company's actions and reduce actual results. In December 1999, the Company commenced a program to consolidate manufacturing and sourcing activities and product lines, as well as streamline and further regionalize marketing, sales and research and development activities worldwide. Costs associated with this program in 1999 amounted to $141,575, and were recorded $64,232 in restructuring, $8,740 in cost of sales, $38,449 in amortization, $26,292 in royalties, research and development and $3,862 in advertising. Adjustments to the 1999 restructuring plan of $(6,128) were recorded in 2000. The significant components of the 1999 restructuring plan included the closing of factories in Mexico and in the United Kingdom, reducing capacity at the remaining three factories, shifting production to third party manufacturers in the Far East and further consolidation and regionalization of the International marketing and sales structure. Actions under the plan commenced in December 1999 and were completed in fiscal 2000. There were no material changes to the plan, however adjustments were recognized in 2000 reflecting the reversal of excess restructuring accruals due to lower than previously estimated costs to achieve the overall objectives of the plan, primarily in the consolidation and regionalization of the International marketing and sales structure. The 1999 restructuring charge of $64,232 represented approximately $38,700 of cash charges for severance benefits for termination of approximately 2,200 employees, which will be disbursed over the employee's entitlement period, $14,300 of cash charges for lease and facility closing costs to be expended over the contractual lease terms and closing process and non-cash charges of $11,200 for fixed asset write-offs, arising primarily in the manufacturing area. Of the cash amount, approximately $4,700 was paid prior to December 26, 1999 for severance benefits relating to approximately 200 employees terminated prior to that date. Non-cash charges relating to fixed asset write-offs were credited to the respective line items on the balance sheet. Details of activity in the restructuring plan for fiscal 2000 follow: Balance at Balance at Dec. 26, Dec. 31, 1999 Adjustments Activity 2000 ------- ----------- -------- ------ Severance $ 34,000 (4,800) (25,200) 4,000 Lease and facility closing costs 14,300 (1,300) (9,100) 3,900 ------- ------- ------- ------ $ 48,300 (6,100) (34,300) 7,900 ======= ======= ======= ====== Employee redundancies by area: Manufacturing and sourcing activities 1,700 - (1,700) - Research, product development, sales marketing and administration 300 (40) (260) - ------- ------- ------- ------ 2,000 (40) (1,960) - ======= ======= ======= ====== The remaining severance liability represents cash charges for severance benefits for employees made redundant which will be disbursed over the employee's entitlement period. The balance in lease and facility closing costs will be expended over the contractual lease term. The Company generated pre-tax savings of approximately $15,900 from this plan in 2000. The components of the 1999 program included in other operating expenses represented costs associated with exiting certain product lines and reevaluating other product lines which resulted in reduced expectations. The product lines being exited were not, either individually or in the aggregate, material to the Company's revenues or operating results. Approximately $12,000 represents cash charges that will be incurred on contractual royalty, product development and advertising commitments associated with the discontinued product lines. Non-cash charges of approximately $65,000 relate to asset write-offs and write-downs of underutilized assets. This includes impairment of intangible assets arising from the decision to discontinue or significantly reduce product line offerings. The resulting sum of undiscounted future cash flows of these assets was not sufficient to cover the carrying amount of the assets, and as such, they were written down to their fair market value. Items relating to property rights and licenses, goodwill, inventory, prepaid and other current assets have been credited to the respective asset in the balance sheet. As noted above, in December 2000, the Company entered into an agreement to sell certain business units comprising Hasbro Interactive, as well as its internet portal, Games.com, to Infogrames for Infogrames securities and cash. The sale of the business units closed in January 2001. Net assets of the business units to be sold have been written down to estimated fair value as of December 31, 2000, resulting in the recognition of a pretax loss of $43,965. In addition, the Company entered into an agreement with Infogrames, whereby Infogrames will develop interactive games based on the Company's properties. The Company will receive annual royalties including a minimum guarantee from Infogrames based on sales generated from the licensing agreement. During the third quarter of 1998, the Company incurred a one-time charge to write-off the $20,000 appraised value of acquired in-process research and development of MicroProse, Inc., which was acquired for a total purchase price of approximately $70,000 on September 14, 1998. Interest expense was $114,421 in 2000, compared to $69,340 in 1999 and $36,111 during 1998. The increase largely reflects the costs associated with funding the Company's recent acquisitions and the Company's stock repurchase program. Under the terms of the Company's amended and restated credit facility agreements, coupled with the increased amount of long-term debt of the Company, Hasbro expects interest expense to increase in 2001. Other expense of $7,288 in 2000 compares with income of $15,616 in 1999 and $14,707 in 1998. Expense in 2000 relates primarily to the write down of investments held for sale which have experienced a non-temporary decline in value, coupled with a higher level of transactional losses resulting from an unfavorable movement in foreign currency. Income tax benefit on the pre-tax loss was 36.0% in 2000. This compares with income tax expense of 31.0% in 1999 and 32.0% in 1998. This year's higher rate reflects the tax benefit of operating losses in jurisdictions with higher statutory tax rates. Liquidity and Capital Resources ------------------------------- Cash and cash equivalents were $127,115 at December 31, 2000 compared to $280,159 and $177,748 at December 26, 1999 and December 27, 1998, respectively. Hasbro generated approximately $163,000 of net cash from its operating activities in 2000, compared with approximately $392,000 in 1999 and $127,000 in 1998. The 58% decrease in cash provided by operating activities from 1999 is due primarily to the approximate $145,000 net loss incurred in 2000. Coupled with cash utilized to reduce accounts payable and accrued liabilities, the decrease was partially offset by a 37% decrease in accounts receivable. The decrease in accounts receivable results from a 27% decrease in revenues for the fourth quarter of 2000 and a greater proportion of cash collected on sales during the year. Inventories decreased as a result of both lower production in anticipation of reduced shipments in the first quarter of 2001 and the write-down of excess inventory, particularly trading card games, in the fourth quarter. Conversely, prepaid expenses and other current assets increased in large part as a result of inclusion of assets held for sale in regards to the Company's sale of Hasbro Interactive and Games.com to Infogrames. Hasbro generated approximately $392,000 of net cash from its operating activities in 1999, compared with approximately $127,000 in 1998. The significant change between the 1999 and 1998 amounts results from a combination of factors. Included in the 1999 amount was $38,361 utilized by changes in operating assets and liabilities, compared with $267,231 utilized in 1998. Full year accounts receivable for 1999 increased at a rate significantly below that of the increase in fourth quarter revenues. Reflecting the acquisition of Wizards made during the fourth quarter and growth in inventory levels in the International segment for 2000 product introduction, 1999 inventories increased over prior year levels. Prepaid and other current assets also increased from the prior year, in part due to the acquisition of Wizards and the increased spending on product development. Reflecting amounts payable in 2000 for the Wizards acquisition, the remaining unpaid amounts from the 1999 consolidation program and increased bonus accruals in high performing segments, accounts payable and accrued liabilities increased by 35% over prior year levels. Royalty advances made in connection with the STAR WARS license that apply to future years have been included in long-term assets. During 1998, $267,231 was utilized by changes in operating assets and liabilities. With the $170,723 increase in fourth quarter revenues from the comparable period of 1997, most of which, under Hasbro's normal trading terms, became due after the end of the Company's fiscal year, accounts receivable increased. Inventories also increased, in part reflecting acquisitions made during the year, as did prepaid expenses and other current assets, largely reflecting higher advance royalty payments. Partially offsetting these utilizations of funds was a small increase in accounts payable and other accrued liabilities. Cash flows from investing activities were a net utilization of $180,710, $429,092 and $792,700 in 2000, 1999 and 1998, respectively. During 2000, the Company expended approximately $125,000 on additions to its property, plant and equipment while during 1999 and 1998 it expended approximately $107,000 and $142,000, respectively. Of these amounts, 33% in 2000, 53% in 1999 and 38% in 1998 were for purchases of tools, dies and molds related to the Company's products. Under the terms of the Company's amended and restated credit facilities, the Company is restricted in the amount it can expend on additions to property, plant and equipment. The 1998 additions also include the expenditures associated with the consolidation of its Spanish manufacturing and marketing operations into one facility. During the three years, depreciation and amortization of plant and equipment was $106,458, $103,791 and $96,991, respectively. During 2000, the Company made several small acquisitions for approximately $58,000 in total, net of cash acquired, none of which were considered individually significant. An additional post closing adjustment payment made and contingent payments accrued in 2000 with relation to the September 1999 acquisition of Wizards totaled approximately $79,800, bringing the total acquisition cost to date to $492,574. On September 30, 1999, the Company acquired the outstanding shares of Wizards, for an initial purchase price of $325,000, subject to additional payments based upon the closing balance sheet and future payments contingent upon achieving certain operating objectives. The Company also made other smaller acquisitions and investments in 1999, none of which were significant. Hasbro made three major acquisitions during 1998, having an aggregate purchase price of $669,737. On April 1, 1998, it acquired substantially all of the business and operating assets of Tiger Electronics, Inc. and certain affiliates. On September 14, 1998, it acquired the outstanding shares of MicroProse Inc. through a cash tender offer of $6.00 for each outstanding share. On October 30, 1998, it acquired the outstanding shares of Galoob through a cash tender offer of $12.00 for each outstanding share. Other investing activities in 2000 largely reflects a reduction in intangible and other long-term assets of Hasbro Interactive and Games.com, which were sold to Infogrames. Under the terms of the Company's amended and restated credit facilities, the Company is restricted in the amount it can expend on future acquisitions. The Company commits to inventory production, advertising and marketing expenditures prior to the peak third and fourth quarter retail selling season. In addition, accounts receivable, which increase with customer purchases, are also closer to this selling season and are generally not due for payment until the fourth quarter or early in the first quarter of the subsequent year. This timing difference between expenses paid and revenues collected makes it necessary for the Company to borrow significant amounts during the year. During 2000, the Company borrowed through the issuance of commercial paper and against short-term lines of credit to fund its seasonal working capital requirements in excess of funds available from operations and the issuance of long-term debt. In February 2001, the Company entered into amended and restated secured revolving and line of credit facility agreements with its existing lenders. These committed lines include long-term and short-term secured credit agreements of $325,000 each. The facilities are secured by substantially all domestic accounts receivable and inventory, as well as certain investments and intangible assets of the Company. The Company is not required to maintain compensating balances under the agreements. The agreements contain certain restrictive covenants setting forth minimum cash flow and coverage requirements, and a number of other limitations, including with respect to capital expenditures, investments, acquisitions, share repurchases and dividend payments. During 2001, the Company expects to fund its seasonal working capital needs through operations and these lines of credit and believes that the funds available to it are adequate to meet its needs. Amounts available for borrowing under the committed revolving and line of credit facilities are $325,000 (long-term) and $325,000 (short-term) and vary by quarter, with availability at its lowest point of $300,000 in the first quarter of 2001. Of this amount available, $213,000 is unused at March 4, 2001. Amounts available and unused under uncommitted lines at March 4, 2001 were $143,000. During 2000, net financing activities utilized approximately $128,000 of funds of the Company, primarily as a result of the completion on March 27 of a "Modified Dutch Auction" tender offer, pursuant to which the Company accepted for payment 18,085,578 shares of common stock, representing approximately 9.5% of outstanding shares, at a purchase price of $17.25 per share. The aggregate purchase, including fees and expenses associated with the tender offer, was approximately $313,000. Offsetting this utilization was net borrowing activities in 2000 which included the issuance of $550,000 of 7.95% notes due March 15, 2003 and $200,000 of 8.50% notes due March 15, 2006. During 1999, net financing activities provided approximately $145,000 of funds to the Company, primarily through the use of short-term borrowings. Net financing activities during 1998 provided approximately $490,000, principally through the issuance of $100,000 of 5.60% notes due November 1, 2005, $150,000 of 6.15% notes due July 15, 2008 and $150,000 of 6.6% debentures due July 15, 2028. On December 9, 1997, the Board cancelled all prior share repurchase authorizations and authorized the purchase of up to an additional $500,000 of the Company's common stock. On December 6, 1999, the Board authorized an additional common stock repurchase program up to $500,000. As a result of the "Modified Dutch Auction" tender offer, the repurchase authorization of 1997 has been completed while $204,500 remains under the 1999 authorization. The shares acquired under these programs are being used for corporate purposes including issuance upon the exercise of stock options and warrants. Under terms of the current bank agreements, the Company is limited in its repurchase of its shares in the future to $5,000 per year. During 1999, the Company also invested approximately $240,000 to repurchase its common stock in the open market. This compares with approximately $180,000 repurchased in the open market in 1998. At December 31, 2000, under the most restrictive bank credit agreement covenant, dividend payments are restricted to the greater of $.03 per share quarterly or 25% of prior fiscal year consolidated net income. Financial Risk Management ------------------------- The Company is exposed to market risks attributable to fluctuations in foreign currency exchange rates primarily as a result of sourcing products in four currencies while marketing those products in more than thirty currencies. Results of operations will be affected primarily by changes in the value of the U.S. dollar, Hong Kong dollar, British pound, Euro, Canadian dollar and Mexican peso versus other currencies, principally in Europe and the United States. To manage this exposure, as of December 31, 2000, the Company has hedged a portion of its estimated fiscal 2001 foreign currency transactions using a combination of forward foreign exchange contracts and purchased foreign currency options. The Company estimates that a hypothetical immediate 10% unfavorable movement in the currencies involved could result in an approximate $13.7 million decrease in the fair value of these instruments. The Company is also exposed to foreign currency risk with respect to its net cash and cash equivalents or short-term borrowing positions in other than the U.S. dollar. The Company believes, however, that the risk on this net exposure would not be material to its financial condition. In addition, the Company's revenues and costs have been and will likely continue to be affected by changes in foreign currency rates. The Company does not speculate in and other than set forth above, the Company does not hedge foreign currencies. At December 31, 2000, the Company had fixed rate long-term debt of $1,167,838. Interest rate changes affect the fair value of this fixed rate debt but do not impact earnings or cash flows. The Company estimates that a hypothetical one percentage point decrease or increase in interest rates would increase or decrease the fair value of this debt by approximately $31,000 or $29,000, respectively. In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). SFAS 133 was amended during 1999, requiring the Company to adopt SFAS 133 effective January 1, 2001. SFAS 133 will require that the Company record all derivatives, such as foreign exchange contracts, in the balance sheet at fair value. Changes in derivative fair values will either be recognized in earnings as an offset to the changes in the fair value of the related hedged assets, liabilities and firm commitments or, for forecasted transactions, deferred and recorded as a component of other shareholders' equity until the hedged transactions occur and are recognized in earnings. The ineffective portion of a hedging derivative's change in fair value will be immediately recognized in earnings. The one-time effect of adopting SFAS 133 on the Company's assets, liabilities, other comprehensive income and net income will be less than $1,000 for the fiscal quarter ending April 1, 2001. The Economy and Inflation ------------------------- The Company continued to experience difficult economic environments in some parts of the world during 2000. The principal market for the Company's products is the retail sector where certain customers have experienced economic difficulty. The Company closely monitors the creditworthiness of its customers and adjusts credit policies and limits as it deems appropriate. The effect of inflation on the Company's operations during 2000 was not significant and the Company will continue its policy of monitoring costs and adjusting prices accordingly. Euro Conversion --------------- Certain member countries of the European Union established fixed conversion rates between their existing currencies and the European Economic Monetary Union common currency, or Euro. While the Euro was introduced on January 1, 1999, member countries will continue to use their existing currencies through January 1, 2002, with the transition period for full conversion to the Euro ending June 30, 2002. Transition to the Euro creates certain issues for the Company with respect to upgrading information technology systems for 2002 full use requirements, reassessing currency risk, product pricing, amending business and financial contracts as well as processing tax and accounting records. The Company has and will continue to address these transition issues and does not expect the Euro to have a material effect on the results of operations or financial condition of the Company. Other Information ----------------- The Company's revenue pattern continues to show the second half of the year more significant to its overall business. The trend of retailers over the past few years has been to make a higher percentage of their purchases within or close to the fourth quarter holiday consumer selling season, which includes Christmas. The Company is not aware of any material amounts of potential exposure relating to environmental matters and does not believe its compliance costs or liabilities to be material to its operating results or financial position. In May 2000, the Emerging Issues Task Force reached a consensus on issue No. 00-14, Accounting for Coupons, Rebates, and Discounts (Issue 00-14). Issue 00-14 requires that all expenses relating to sales incentives such as coupons, rebates and discounts be reported as a reduction of sales. Issue 00-14 will be effective for the Company not later than the second quarter of 2001. The Company currently estimates the impact of adopting Issue 00-14 on net revenues and selling, distribution and administration expense would not have a material effect on the Company's financial condition. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ------------------------------------------- See attached pages. INDEPENDENT AUDITORS' REPORT The Board of Directors and Shareholders Hasbro, Inc.: We have audited the accompanying consolidated balance sheets of Hasbro, Inc. and subsidiaries as of December 31, 2000 and December 26, 1999 and the related consolidated statements of operations, shareholders' equity and cash flows for each of the fiscal years in the three-year period ended December 31, 2000. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hasbro, Inc. and subsidiaries as of December 31, 2000 and December 26, 1999 and the results of their operations and their cash flows for each of the fiscal years in the three-year period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG LLP Providence, Rhode Island February 7, 2001 HASBRO, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2000 and December 26, 1999 (Thousands of Dollars Except Share Data) Assets 2000 1999 ------ ---- ---- Current assets Cash and cash equivalents $ 127,115 280,159 Accounts receivable, less allowance for doubtful accounts of $55,000 in 2000 and $65,000 in 1999 685,975 1,084,118 Inventories 335,493 408,571 Prepaid expenses and other current assets 431,630 358,804 --------- --------- Total current assets 1,580,213 2,131,652 Property, plant and equipment, net 296,729 318,825 --------- --------- Other assets Cost in excess of acquired net assets, less accumulated amortization of $225,770 in 2000 and $193,947 in 1999 803,189 806,092 Other intangibles, less accumulated amortization of $347,149 in 2000 and $300,632 in 1999 902,893 949,789 Other 245,435 256,990 --------- --------- Total other assets 1,951,517 2,012,871 --------- --------- Total assets $3,828,459 4,463,348 ========= ========= HASBRO, INC. AND SUBSIDIARIES Consolidated Balance Sheets, Continued December 31, 2000 and December 26, 1999 (Thousands of Dollars Except Share Data) Liabilities and Shareholders' Equity 2000 1999 ------------------------------------ ---- ---- Current liabilities Short-term borrowings $ 228,085 714,669 Accounts payable 191,749 284,772 Accrued liabilities 789,128 983,280 Income taxes 30,850 88,606 --------- --------- Total current liabilities 1,239,812 2,071,327 Long-term debt 1,167,838 420,654 Deferred liabilities 93,403 92,392 --------- --------- Total liabilities 2,501,053 2,584,373 --------- --------- Shareholders' equity Preference stock of $2.50 par value. Authorized 5,000,000 shares; none issued - - Common stock of $.50 par value. Authorized 600,000,000 shares; issued 209,694,630 shares in 2000 and 1999 104,847 104,847 Additional paid-in capital 464,084 468,329 Deferred compensation (6,889) - Retained earnings 1,583,394 1,764,110 Accumulated other comprehensive earnings (44,718) (32,982) Treasury stock, at cost, 37,253,164 shares in 2000 and 16,710,620 shares in 1999 (773,312) (425,329) --------- --------- Total shareholders' equity 1,327,406 1,878,975 --------- --------- Total liabilities and shareholders' equity $3,828,459 4,463,348 ========= ========= See accompanying notes to consolidated financial statements. HASBRO, INC. AND SUBSIDIARIES Consolidated Statements of Operations Fiscal Years Ended in December (Thousands of Dollars Except Share Data) 2000 1999 1998 ---- ---- ---- Net revenues $3,787,215 4,232,263 3,304,454 Cost of sales 1,673,973 1,698,242 1,366,061 --------- --------- --------- Gross profit 2,113,242 2,534,021 1,938,393 --------- --------- --------- Expenses Amortization 157,763 173,533 72,208 Royalties, research and development 635,366 711,790 424,673 Advertising 452,978 456,978 440,692 Selling, distribution and administration 863,496 799,919 655,938 Restructuring charge 63,951 64,232 - Loss on sale of business units 43,965 - - Acquired in-process research and development - - 20,000 --------- --------- --------- Total expenses 2,217,519 2,206,452 1,613,511 --------- --------- --------- Operating profit (loss) (104,277) 327,569 324,882 --------- --------- --------- Nonoperating (income) expense Interest expense 114,421 69,340 36,111 Other (income) expense, net 7,288 (15,616) (14,707) --------- --------- --------- Total nonoperating expense 121,709 53,724 21,404 --------- --------- --------- Earnings (loss) before income taxes (225,986) 273,845 303,478 Income taxes (81,355) 84,892 97,113 --------- --------- --------- Net earnings (loss) $ (144,631) 188,953 206,365 ========= ========= ========= Per common share Net earnings (loss) Basic $ (.82) .97 1.04 ========= ========= ========= Diluted $ (.82) .93 1.00 ========= ========= ========= Cash dividends declared $ .21 .24 .21 ========= ========= ========= See accompanying notes to consolidated financial statements. HASBRO, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Fiscal Years Ended in December (Thousands of Dollars) 2000 1999 1998 ---- ---- ---- Cash flows from operating activities Net earnings (loss) $(144,631) 188,953 206,365 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization of plant and equipment 106,458 103,791 96,991 Other amortization 157,763 173,533 72,208 Deferred income taxes (67,690) (38,675) 1,679 Compensation earned under restricted stock programs 2,754 - - Loss on sale of business units 43,965 - - Acquired in-process research and development - - 20,000 Change in operating assets and liabilities (other than cash and cash equivalents): Decrease (increase) in accounts receivable 395,682 (11,248) (126,842) Decrease (increase) in inventories 69,657 (44,212) (44,606) Increase in prepaid expenses and other current assets (84,006) (26,527) (113,451) (Decrease) increase in accounts payable and other current liabilities (292,313) 193,626 17,668 Long-term advances and other (25,083) (147,729) (3,425) ------- ------- ------- Net cash provided by operating activities 162,556 391,512 126,587 ------- ------- ------- Cash flows from investing activities Additions to property, plant and equipment (125,055) (107,468) (141,950) Investments and acquisitions, net of cash acquired (138,518) (352,417) (667,736) Other 82,863 30,793 16,986 ------- ------- ------- Net cash utilized by investing activities (180,710) (429,092) (792,700) ------- ------- ------- HASBRO, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows, Continued Fiscal Years Ended in December (Thousands of Dollars) 2000 1999 1998 ---- ---- ---- Cash flows from financing activities Proceeds from borrowings with original maturities of more than three months 912,979 460,333 407,377 Repayments of borrowings with original maturities of more than three months (291,779) (308,128) (24,925) Net (repayments) proceeds of other short-term borrowings (341,522) 226,103 271,895 Purchase of common stock (367,548) (237,532) (178,917) Stock option and warrant transactions 2,523 50,358 58,493 Dividends paid (42,494) (45,526) (42,277) ------- ------- ------- Net cash (utilized) provided by financing activities (127,841) 145,608 491,646 ------- ------- ------- Effect of exchange rate changes on cash (7,049) (5,617) (9,570) ------- ------- ------- (Decrease) increase in cash and cash equivalents (153,044) 102,411 (184,037) Cash and cash equivalents at beginning of year 280,159 177,748 361,785 ------- ------- ------- Cash and cash equivalents at end of year $127,115 280,159 177,748 ======= ======= ======= Supplemental information Cash paid during the year for Interest $ 91,180 64,861 25,135 ======= ======= ======= Income taxes $ 95,975 108,342 128,436 ======= ======= ======= See accompanying notes to consolidated financial statements. [Enlarge/Download Table] HASBRO, INC. AND SUBSIDIARIES Consolidated Statements of Shareholders' Equity (Thousands of Dollars) Accumulated Additional Other Total Common Paid-in Deferred Retained Comprehensive Treasury Shareholders' Stock Capital Compensation Earnings Earnings Stock Equity --------- --------- --------- --------- --------- --------- --------- Balance, December 28, 1997 $ 104,849 454,498 - 1,457,495 (3,903) (174,822) 1,838,117 Net earnings - - - 206,365 - - 206,365 Other comprehensive earnings - - - - (5,722) - (5,722) Comprehensive earnings 200,643 Purchase of treasury stock - - - - - (178,917) (178,917) Stock option and warrant transactions - 66,818 - - - 60,195 127,013 Dividends declared - - - (42,061) - - (42,061) --------- --------- --------- --------- --------- --------- --------- Balance, December 27, 1998 104,849 521,316 - 1,621,799 (9,625) (293,544) 1,944,795 Net earnings - - - 188,953 - - 188,953 Other comprehensive earnings - - - - (23,357) - (23,357) Comprehensive earnings 165,596 Purchase of treasury stock - - - - - (237,532) (237,532) Stock option and warrant transactions - (52,892) - - - 105,747 52,855 Dividends declared - - - (46,642) - - (46,642) Other (2) (95) - - - - (97) --------- --------- --------- --------- --------- --------- --------- Balance, December 26, 1999 104,847 468,329 - 1,764,110 (32,982) (425,329) 1,878,975 Net loss - - - (144,631) - - (144,631) Other comprehensive earnings - - - - (11,736) - (11,736) Comprehensive earnings (156,367) Purchase of treasury stock - - - - - (367,548) (367,548) Stock option and warrant transactions - (1,708) - - - 7,406 5,698 Restricted stock activity (2,537) (6,889) - - 12,159 2,733 Dividends declared - - - (36,085) - - (36,085) --------- --------- --------- --------- --------- --------- --------- Balance, December 31, 2000 $ 104,847 464,084 (6,889) 1,583,394 (44,718) (773,312) 1,327,406 ========= ========= ========= ========= ========= ========= ========= See accompanying notes to consolidated financial statements HASBRO, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Thousands of Dollars Except Share Data) (1) Summary of Significant Accounting Policies ------------------------------------------ Principles of Consolidation --------------------------- The consolidated financial statements include the accounts of Hasbro, Inc. and all significant majority-owned subsidiaries (Hasbro or the Company). Investments in affiliates representing 20% to 50% ownership interest are accounted for using the equity method. All significant intercompany balances and transactions have been eliminated. Preparation of Financial Statements ----------------------------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and notes thereto. Actual results could differ from those estimates. Fiscal Year ----------- Hasbro's fiscal years end on the last Sunday in December. The fiscal year ended December 31, 2000 is a fifty-three week period while the fiscal years ended December 26, 1999 and December 27, 1998 were fifty-two week periods. Cash and Cash Equivalents ------------------------- Cash and cash equivalents include all cash balances and highly liquid investments purchased with a maturity to the Company of three months or less. Inventories ----------- Inventories are valued at the lower of cost (first-in, first-out) or market. Long-Lived Assets ----------------- The Company reviews long-lived assets (property, plant and equipment, cost in excess of acquired net assets and other intangibles) for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets were considered to be impaired, the impairment to be recognized would be measured by the amount by which the carrying value of the assets exceed their fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the asset. Assets to be disposed of are carried at the lower of the carrying amount or their fair value less disposal costs. Cost in Excess of Net Assets Acquired and Other Intangibles ----------------------------------------------------------- Approximately 43% of Hasbro's goodwill results from the 1984 acquisition of Milton Bradley Company (Milton Bradley), including its Playskool and international units, and the 1991 acquisition of Tonka Corporation (Tonka), including its Kenner, Parker Brothers and international units. Approximately 24% results from the Company's 1998 acquisitions of Tiger Electronics, Inc. and Galoob Toys, Inc. An additional approximate 21% results from the Company's 1999 acquisition of Wizards of the Coast, Inc. Goodwill is being amortized on the straight-line basis over lives ranging from ten to forty years. Substantially all of the other intangibles consist of the cost of acquired product rights. In establishing the value of such rights, the Company considers, but does not individually value, existing trademarks, copyrights, patents, license agreements and other product-related rights. Approximately 61% of these other intangibles relate to rights acquired in the acquisitions noted above. These rights, which were valued at their acquisition date based on the anticipated future cash flows from the underlying product lines, are being amortized over three to twenty-five years using the straight-line method. An additional approximate 11% of these other intangibles relate to rights acquired from a major motion picture studio and are being amortized over the contract life, in proportion to projected sales of the licensed products during the same period. Depreciation and Amortization ----------------------------- Depreciation and amortization are computed using accelerated and straight-line methods to amortize the cost of property, plant and equipment over their estimated useful lives. The principal lives, in years, used in determining depreciation rates of various assets are: land improvements 15 to 19, buildings and improvements 15 to 25 and machinery and equipment 3 to 12. Tools, dies and molds are amortized over a three year period or their useful lives, whichever is less, using an accelerated method. Revenue Recognition ------------------- Revenue from product sales is recognized upon the passing of title to the customer, generally at the time of shipment. Provisions for discounts, rebates and returns are made when the related revenues are recognized. The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin 101 (SAB 101), Revenue Recognition in Financial Statements, in December 1999. The SAB summarizes certain of the SEC staff's views in applying generally accepted accounting principles to revenue recognition in financial statements. SAB 101 was adopted by the Company in the fourth quarter and had no significant impact on the consolidated financial statements. Research and Development ------------------------ Research and product development costs for 2000, 1999 and 1998 were $208,485, $254,599 and $184,962, respectively. Advertising ----------- Production costs of commercials and programming are charged to operations in the fiscal year during which the production is first aired. The costs of other advertising, promotion and marketing programs are charged to operations in the fiscal year incurred. Shipping and Handling --------------------- Hasbro expenses costs related to the shipment and handling of goods to customers as incurred. For 2000, 1999, and 1998, these costs were $177,200, $169,068 and $155,521 and are included in selling, distribution and administration expenses. Income Taxes ------------ Hasbro uses the asset and liability approach for financial accounting and reporting for income taxes. Deferred income taxes have not been provided on undistributed earnings of international subsidiaries as substantially all of such earnings are indefinitely reinvested by the Company. Comprehensive Income -------------------- Comprehensive income is comprised primarily of gains and losses on the translation of foreign currency financial statements and also includes unrealized gains and losses on certain investment securities, net of tax. The related tax benefit of other comprehensive income items was $720, $3,187 and $1,684 for the years 2000, 1999 and 1998, respectively. Reclassification adjustments in 2000, net of related income taxes of $2,695, were $4,398. Foreign Currency Translation ---------------------------- Foreign currency assets and liabilities are translated into dollars at current rates, and revenues, costs and expenses are translated at average rates during each reporting period. Current earnings include gains or losses resulting from foreign currency transactions as well as translation gains and losses resulting from the use of the U.S. dollar as the functional currency in highly inflationary economies. Other gains and losses resulting from translation of financial statements are the principal component of other comprehensive earnings. Pension Plans, Postretirement and Postemployment Benefits --------------------------------------------------------- Hasbro, except for certain international subsidiaries, has pension plans covering substantially all of its full-time employees. Pension expense is based on actuarial computations of current and future benefits. The Company's policy is to fund amounts which are required by applicable regulations and which are tax deductible. The estimated amounts of future payments to be made under other retirement programs are being accrued currently over the period of active employment and are also included in pension expense. Hasbro has a contributory postretirement health and life insurance plan covering substantially all employees who retire under any of its United States defined benefit pension plans and meet certain age and length of service requirements. It also has several plans covering certain groups of employees which may provide benefits to such employees following their period of employment but prior to their retirement. Risk Management Contracts ------------------------- Hasbro does not enter into derivative financial instruments for speculative purposes. The Company enters into foreign currency forward and option contracts to mitigate its exposure to foreign currency exchange rate fluctuations. This exposure relates to future purchases of inventory not denominated in the functional currency of the unit purchasing the inventory as well as other cross-border currency requirements. Premiums on option contracts are amortized over their term and if such contract is terminated before its maturity, the unamortized premium is expensed and included in other expense, net. The carrying value of options is included in prepaid expenses and other current assets. Gains and losses on forward and option contracts meeting hedge accounting requirements are deferred and recognized as adjustments to the carrying value of the related transactions. In the event hedge accounting requirements are not met, gains and losses on such instruments are included currently in the statements of operations. Earnings Per Common Share ------------------------- Basic earnings per share is computed by dividing net earnings by the weighted average number of shares outstanding for the year. Diluted earnings per share is similar except that the weighted average number of shares outstanding is increased by shares issuable upon exercise of stock options and warrants for which market price exceeds exercise price, less shares which could have been purchased by the Company with the related proceeds. As a result of the Company's net loss during 2000, the basic and diluted shares are the same because increasing diluted shares by 526 related to employee stock options would have an antidilutive effect. A reconciliation of earnings per share for the three fiscal years ended December 31, 2000 is as follows: 2000 1999 1998 --------------- --------------- --------------- Basic Diluted Basic Diluted Basic Diluted ------- ------- ------- ------- ------- ------- Net earnings (loss) $(144,631) (144,631) 188,953 188,953 206,365 206,365 ======= ======= ======= ======= ======= ======= Average shares outstanding 176,437 176,437 194,917 194,917 197,927 197,927 Options and warrants - - - 7,186 - 7,493 ------- ------- ------- ------- ------- ------- Equivalent shares 176,437 176,437 194,917 202,103 197,927 205,420 ======= ======= ======= ======= ======= ======= Earnings (loss) per share $ (.82) (.82) .97 .93 1.04 1.00 ======= ======= ======= ======= ======= ======= (2) Acquisitions and Disposals -------------------------- In December 2000, the Company entered into an agreement to sell certain business units comprising Hasbro Interactive, as well as its internet portal, Games.com, to Infogrames Entertainment SA (Infogrames) for Infogrames securities and cash. The sale of the business units closed in January 2001. Net assets of the business units to be sold have been written down to estimated fair value as of December 31, 2000, resulting in the recognition of a pretax loss of $43,965. The net assets of the business units held for sale are presented in the balance sheet at December 31,2000 as a component of prepaid expenses and other current assets. In the three fiscal years ended December 31, 2000, net revenues of the business units sold were $194,300, $237,200 and $197,000, respectively. Operating losses of the business units to be sold, including consolidation program charges and discontinued development charge, were $(104,200) in 2000, $(124,300) in 1999 and $(2,100) in 1998. On September 30, 1999, Hasbro acquired Wizards of the Coast, Inc. (Wizards) for an initial purchase price of $325,000 subject to additional payments based upon the closing balance sheet and future payments contingent upon achieving certain operating objectives. The total acquisition cost to date amounts to $492,574, which includes $76,495 of contingent payment in accrued liabilities at year end with respect to 2000, and has been accounted for using the purchase method. The Company also made several smaller acquisitions in 2000, none of which were material. On a pro forma basis, reflecting the acquisition of Wizards as if it had taken place at the beginning of each period and after giving effect to adjustments recording the acquisition, unaudited net revenues, net earnings and basic and diluted earnings per share for the year ended December 26, 1999 would have been $4,630,368, $270,386, $1.39 and $1.34, respectively, and for the year ended December 27, 1998 would have been $3,459,343, $177,704, $.90 and $.87, respectively. These pro forma results are not indicative of either future performance or actual results which would have occurred had the acquisition taken place at the beginning of the respective periods. (3) Inventories ----------- 2000 1999 ---- ---- Finished products $285,884 348,058 Work in process 19,071 13,470 Raw materials 30,538 47,043 ------- ------- $335,493 408,571 ======= ======= (4) Property, Plant and Equipment ----------------------------- 2000 1999 ---- ---- Land and improvements $ 12,146 16,323 Buildings and improvements 206,518 199,713 Machinery and equipment 297,410 355,958 ------- ------- 516,074 571,994 Less accumulated depreciation 253,533 298,766 ------- ------- 262,541 273,228 Tools, dies and molds, net of amortization 34,188 45,597 ------- ------- $296,729 318,825 ======= ======= Expenditures for maintenance and repairs which do not materially extend the life of the assets are charged to operations. (5) Short-Term Borrowings --------------------- At December 31, 2000, Hasbro has available secured committed and unsecured uncommitted lines of credit from various banks approximating $704,000 and $419,000, respectively. Substantially all of the short-term borrowings outstanding at the end of 2000 and 1999 represent borrowings made under, or supported by, these lines of credit and the weighted average interest rates of the outstanding borrowings were 10.0% and 6.4%, respectively. During 2000, Hasbro's working capital needs were fulfilled by borrowing under these lines of credit and through the issuance of commercial paper, both of which were on terms and at interest rates generally extended to companies of comparable creditworthiness. Certain domestic accounts receivable and inventory of the Company secured the committed lines at December 31, 2000. In February 2001, the Company entered into amended and restated secured revolving and line of credit facility agreements with its existing lenders. These committed lines include $325,000 and $325,000 available under long-term and short-term secured credit agreements, respectively. The facilities are secured by substantially all domestic accounts receivable and inventory, as well as certain investments and intangible assets of the Company. The Company is not required to maintain compensating balances, however, it is required to pay a fee of 3/8% per annum of the unused amount of the facility available for borrowing. The agreements contain certain restrictive covenants setting forth minimum cash flow and coverage requirements, and a number of other limitations, including with respect to capital expenditures, investments, acquisitions, share repurchases and dividend payments. (6) Accrued Liabilities ------------------- 2000 1999 ---- ---- Royalties $149,020 178,211 Advertising 86,480 140,129 Payroll and management incentives 71,840 114,852 Other 481,788 550,088 ------- ------- $789,128 983,280 ======= ======= (7) Long-Term Debt -------------- 2000 1999 ---- ---- 7.95% Notes Due 2003 $ 550,000 - 5.60% Notes Due 2005 100,000 100,000 8.50% Notes Due 2006 200,000 - 6.15% Notes Due 2008 150,000 150,000 6.60% Debentures Due 2028 150,000 150,000 Other 17,838 20,654 ------- ------- $1,167,838 420,654 ========= ======= Current installments of $1,793 in 2000 and $4,142 in 1999 are aggregated with short-term borrowings. The maturities of long-term debt in 2002 and in the succeeding three years are $2,400, $550,900, $1,000 and $101,000. (8) Income Taxes ------------ Income taxes attributable to earnings (loss) before income taxes are: 2000 1999 1998 ---- ---- ---- Current United States $(41,343) 77,512 40,256 State and local (443) 5,566 5,226 International 28,121 40,489 49,952 ------- ------- ------- (13,665) 123,567 95,434 ------- ------- ------- Deferred United States (59,775) (40,131) (6,458) State and local (5,124) (3,440) (554) International (2,791) 4,896 8,691 ------- ------- ------- (67,690) (38,675) 1,679 ------- ------- ------- $(81,355) 84,892 97,113 ======= ======= ======= Certain tax benefits are not reflected in income taxes in the statements of operations. Such benefits of $248 in 2000, $16,735 in 1999 and $14,377 in 1998, relate primarily to stock options. A reconciliation of the statutory United States federal income tax rate to Hasbro's effective income tax rate is as follows: 2000 1999 1998 ---- ---- ---- Statutory income tax rate (35.0)% 35.0% 35.0% State and local income taxes, net (1.6) .5 1.0 Goodwill amortization 4.6 3.3 1.8 Tax on international earnings (3.1) (7.9) (5.4) Other, net (.9) .1 (.4) ---- ---- ---- (36.0)% 31.0% 32.0% ==== ==== ==== The components of earnings (loss) before income taxes, determined by tax jurisdiction, are as follows: 2000 1999 1998 ---- ---- ---- United States $(318,859) 79,519 123,969 International 92,873 194,326 179,509 ------- ------- ------- $(225,986) 273,845 303,478 ======= ======= ======= The components of deferred income tax expense arise from various temporary differences and relate to items included in the statements of operations. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2000 and December 26, 1999 are: 2000 1999 Deferred tax assets: ---- ---- Accounts receivable $ 33,227 36,696 Inventories 22,839 26,205 Net operating loss carryovers 29,885 28,930 Operating expenses 50,713 39,512 Postretirement benefits 12,032 12,243 Other 147,023 99,143 ------- ------- Gross deferred tax assets 295,719 242,729 Valuation allowance (11,124) (15,146) ------- ------- Net deferred tax assets 284,595 227,583 ------- ------- Deferred tax liabilities 118,870 100,820 ------- ------- Net deferred income taxes $165,725 126,763 ======= ======= Hasbro has a valuation allowance for deferred tax assets at December 31, 2000 of $11,124, which is a decrease of $4,022 from the $15,146 at December 26, 1999. The allowance pertains to United States and international operating loss carryforwards, some of which have no expiration and others that would expire beginning in 2003. If fully realized, $7,103 will reduce goodwill and the balance will reduce future income tax expense. Deferred tax liabilities relate primarily to property rights. Based on Hasbro's history of taxable income and the anticipation of sufficient taxable income in years when the temporary differences are expected to become tax deductions, it believes that it will realize the benefit of the deferred tax assets, net of the existing valuation allowance. Deferred income taxes of $155,291 and $115,646 at the end of 2000 and 1999, respectively, are included as a component of prepaid expenses and other current assets, and $14,693 and $19,592, respectively, are included as a component of other assets. At the same dates, deferred income taxes of $806 and $1,236, respectively, are included as a component of accrued liabilities, and $3,453 and $7,239, respectively, are included as a component of deferred liabilities. The cumulative amount of undistributed earnings of Hasbro's international subsidiaries held for reinvestment is approximately $408,000 at December 31, 2000. In the event that all international undistributed earnings were remitted to the United States, the amount of incremental taxes would be approximately $60,000. (9) Capital Stock ------------- Preference Share Purchase Rights -------------------------------- Hasbro maintains a Preference Share Purchase Rights plan (the Rights Plan). Under the terms of the Rights Plan, each share of common stock is accompanied by a Preference Share Purchase Right. Each Right is only exercisable under certain circumstances and, until exercisable, the Rights are not transferable apart from Hasbro's common stock. When exercisable, each Right will entitle its holder to purchase until June 30, 2009, in certain merger or other business combination or recapitalization transactions, at the Right's then current exercise price, a number of the acquiring company's or Hasbro's, as the case may be, common shares having a market value at that time of twice the Right's exercise price. Under certain circumstances, the Company may substitute cash, other assets, equity securities or debt securities for the common stock. At the option of the Board of Directors of Hasbro (the Board), the rightholder may, under certain circumstances, receive shares of Hasbro's stock in exchange for Rights. Prior to the acquisition by the person or group of beneficial ownership of a certain percentage of Hasbro's common stock, the Rights are redeemable for $.01 per Right. The Rights Plan contains certain exceptions with respect to the Hassenfeld family and related entities. Common Stock ------------ On December 6, 1999, the Board authorized a common share repurchase program up to $500,000. At December 31, 2000, $204,500 remained under this authorization. On February 19, 1999, the Board declared a three-for-two stock split, payable in the form of a 50% stock dividend, on March 15, 1999 to shareholders of record on March 1, 1999. All earnings per common share amounts, references to common stock and shareholders' equity amounts are reflective of the stock split. (10) Stock Options, Restricted Stock and Warrants -------------------------- Hasbro has various stock plans for employees as well as a plan for non- employee members of the Board (collectively, the plans) and has reserved 30,316,339 shares of its common stock for issuance upon exercise of options granted or to be granted under the plans. These options generally vest in equal annual amounts over three to five years. The plans provide that options be granted at exercise prices not less than market value on the date the option is granted and options are adjusted for such changes as stock splits and stock dividends. No options are exercisable for periods of more than ten years after date of grant. Certain of the plans permit the granting of awards in the form of stock options, stock appreciation rights, stock awards and cash awards. During 2000, the Company issued restricted stock and granted deferred restricted stock units to certain key employees. At December 31, 2000, these awards, net of forfeitures, aggregated the equivalent of 634,076 shares. These shares or units are nontransferable and subject to forfeiture for periods prescribed by the Company. Upon granting of these awards, unearned compensation equivalent to the market value at the date of grant is charged to shareholders' equity and subsequently amortized over the periods during which the restrictions lapse, generally 3 years. Deferred compensation relating to the grants, net of forfeitures, amounted to $9,622. Amortization of deferred, unearned compensation relating to the restricted stock and deferred restricted stock units of $2,733 was recorded in fiscal 2000. During 2000, the Company also made awards under a Long Term Incentive Program (LTIP) under the Company's omnibus employee stock plans. Conditional upon the Company reaching certain volume, earnings per share and stock price benchmarks within a three year performance cycle, restricted shares would be awarded which would vest over the two years following that cycle. Unearned compensation equivalent to the market value of the target number of shares that would be awarded if these conditions were met was recorded at the date of the LTIP award and is being amortized over a five-year period. Adjustments are made to compensation expense for changes in market value and achievement of financial goals. For the year ended December 31, 2000, conditional requirements of the LTIP award had not been met and accordingly no compensation expense has been recognized. As permitted by Statement of Financial Accounting Standards No. 123 (SFAS 123), Hasbro continues to apply Accounting Principles Board Opinion No. 25 (APB 25) in accounting for the plans under which no compensation cost is recognized. Had compensation expense been recorded under the provisions of SFAS 123, the impact on the Company's net earnings (loss) and earnings (loss) per share would have been: 2000 1999 1998 ---- ---- ---- Reported net earnings (loss) $(144,631) 188,953 206,365 Pro forma compensation expense, net of tax (21,981) (18,335) (10,339) ------- ------- ------- Pro forma net earnings (loss) $(166,612) 170,618 196,026 ======= ======= ======= Pro forma earnings (loss) per share Basic $ (.94) .88 .99 Diluted $ (.94) .84 .95 ======= ======= ======= The weighted average fair value of options granted in 2000, 1999 and 1998 were $6.43, $12.13 and $8.66, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2000, 1999 and 1998, respectively: risk-free interest rates of 6.77%, 5.60% and 5.70%; expected dividend yields of 1.58%, 0.78% and 0.85% and expected volatility of approximately 41%, 34% and 26%, and expected lives of approximately 6 years. Additionally, the Company has reserved 18,962,500 shares of its common stock for issuance upon exercise of outstanding warrants. During 2000, in connection with the acquisition of certain rights, the Company issued warrants to purchase 500,000 shares at an exercise price of $15.00 and a fair value at date of grant of $6.00. In addition, the Company granted warrants to purchase 1,000,000 and 700,000 shares at exercise prices of $15.70 and $18.84 respectively, relating to future rights. Information with respect to options and warrants, in thousands of shares, for the three years ended December 31, 2000 is as follows: 2000 1999 1998 ---- ---- ---- Number of shares: Outstanding at beginning of year 33,776 36,361 31,424 Granted 9,029 7,168 8,639 Exercised (475) (8,313) (3,468) Expired or canceled (1,872) (1,440) (234) ------ ------ ------ Outstanding at end of year 40,458 33,776 36,361 ====== ====== ====== Exercisable at end of year 27,656 23,456 11,673 ====== ====== ====== Weighted average exercise price: Granted $ 15.59 31.32 23.86 Exercised $ 7.81 14.51 13.34 Expired or canceled $ 22.40 27.43 18.75 Outstanding at end of year $ 20.27 21.46 18.17 Exercisable at end of year $ 20.11 19.09 14.43 ====== ====== ====== Information, in thousands of shares, with respect to the 40,458 options and warrants outstanding and the 27,656 exercisable at December 31, 2000, is as follows: Weighted Average Weighted Remaining Average Range of Contractual Exercise Exercise Prices Shares Life Price --------------- ------- ---------- ------- Outstanding $11.10-$14.06 2,823 2.7 years $13.13 $14.14-$16.81 10,466 7.0 years $15.44 $17.34-$23.27 13,989 7.8 years $18.90 $23.33-$36.27 13,180 8.6 years $27.09 ====== ===== Exercisable $11.10-$14.06 2,630 $13.26 $14.14-$16.81 3,257 $15.76 $17.34-$23.27 12,453 $18.82 $23.33-$36.27 9,316 $25.30 ====== ===== (11) Pension, Postretirement and Postemployment Benefits --------------------------------------------------- Pension and Postretirement Benefits ----------------------------------- Hasbro's net pension, 401(k) matching contribution and profit sharing cost for 2000, 1999 and 1998 was approximately $13,700, $14,200 and $14,500, respectively. United States Plans ------------------- Substantially all United States employees are covered under at least one of several non-contributory defined benefit pension plans maintained by the Company. Benefits under the two major plans, principally covering non-union employees, are based primarily on salary and years of service. One of these plans is funded. Benefits under the remaining plans are based primarily on fixed amounts for specified years of service. One of these plans is also funded. At December 31, 2000, the two funded plans have plan assets of $236,296 and accumulated benefit obligations of $145,589. The unfunded plans have accumulated benefit obligations of $17,747. Hasbro also provides certain postretirement health care and life insurance benefits to eligible employees who retire and have either attained age 65 with 5 years of service or age 55 with 10 years of service. The cost of providing these benefits on behalf of employees who retired prior to 1993 is and will continue to be substantially borne by the Company. The cost of providing benefits on behalf of employees who retire after 1992 is shared, with the employee contributing an increasing percentage of the cost, resulting in an employee-paid plan after the year 2002. The plan is not funded. Pension Postretirement --------------- --------------- 2000 1999 2000 1999 ---- ---- ---- ---- Change in projected benefit --------------------------- obligation ---------- Projected benefit obligation at beginning of year $ 188,318 207,063 24,683 28,428 Service cost 8,032 9,356 241 227 Interest cost 13,656 13,670 1,792 1,775 Plan amendments 955 (2,298) - - Actuarial gain (18,660) (32,438) (1,155) (3,263) Benefits paid (7,652) (6,305) (2,238) (2,484) Expenses paid (371) (730) - - Other (1,735) - (384) - ------- ------- ------- ------- Projected benefit obligation at end of year $ 182,543 188,318 22,939 24,683 ======= ======= ======= ======= Change in plan assets --------------------- Fair value of plan assets at beginning of year $ 242,889 219,410 - - Actual return on plan assets 919 30,061 - - Employer contribution 511 453 - - Benefits paid (7,652) (6,305) - - Expenses paid (371) (730) - - ------- ------- ------- ------- Fair value of plan assets at end of year $ 236,296 242,889 - - ======= ======= ======= ======= Funded status $ 53,752 54,571 (22,939) (24,683) Unrecognized net gain (73,588) (80,496) (1,424) (406) Unrecognized prior service cost 5,191 5,836 (384) - ------- ------- ------- ------- Accrued benefit cost $(14,645) (20,089) (24,747) (25,089) ======= ======= ======= ======= The assets of the funded plans are managed by investment advisors and consist primarily of pooled indexed and actively managed stock and bond funds. For measuring the expected pension accumulated benefit obligation, assumed discount rates of 8.00%, 7.75% and 6.75% were used for 2000, 1999 and 1998, respectively; assumed long-term rates of compensation increase of 4.50% in 2000, 1999 and 1998, and an assumed long-term rate of return on plan assets of 9.00% in all years. For measuring the expected postretirement benefit obligation, a 7.00%, 7.25% and 7.50% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2000, 1999 and 1998, respectively. The rates for all years were further assumed to decrease gradually to 4.50% in 2012. All were assumed to remain constant after 2012. The discount rates used in the pension calculation were also used for the postretirement calculation. 2000 1999 1998 ---- ---- ---- Components of net periodic cost ------------------------------- Pension ------- Service cost $ 8,032 9,356 9,362 Interest cost 13,656 13,670 12,798 Expected return on assets (21,368) (19,484) (17,465) Net amortization and deferrals (4,498) (786) (448) ------- ------- ------- Net periodic benefit cost (benefit) $(4,178) 2,756 4,247 ======= ======= ======= Postretirement -------------- Service cost $ 241 227 224 Interest cost 1,792 1,775 1,893 Net amortization and deferrals (136) 27 57 ------- ------- ------- Net periodic benefit cost $ 1,897 2,029 2,174 ======= ======= ======= If the health care cost trend rate were increased one percentage point in each year, the accumulated postretirement benefit obligation at December 31, 2000 and the aggregate of the benefits earned during the period and the interest cost would have each increased by approximately 10%. Hasbro has a retirement savings plan to which eligible employees may make contributions of up to 18% of their salary, as allowed under Section 401(k) of the Internal Revenue Code. In 2000, the plan was amended to increase Hasbro's matching percentage of employee contributions, in lieu of discretionary contributions to the profit sharing component of the plan. The Company contributed approximately $11,200, $6,500 and $6,600 to the plan in 2000, 1999 and 1998, respectively. International Plans ------------------- Pension coverage for employees of Hasbro's international subsidiaries is provided, to the extent deemed appropriate, through separate defined benefit and defined contribution plans. These plans were neither significant individually nor in the aggregate. Postemployment Benefits ----------------------- Hasbro has several plans covering certain groups of employees which may provide benefits to such employees following their period of active employment but prior to their retirement. These plans include certain severance plans which provide benefits to employees involuntarily terminated and certain plans which continue the Company's health and life insurance contributions for employees who have left Hasbro's employ under terms of its long-term disability plan. (12) Leases ------ Hasbro occupies certain manufacturing facilities and sales offices and uses certain equipment under various operating lease arrangements. The rent expense under such arrangements, net of sublease income which is not material, for 2000, 1999 and 1998 amounted to $57,470, $56,072 and $50,932, respectively. Minimum rentals, net of minimum sublease income which is not material, under long-term operating leases for the five years subsequent to 2000 and in the aggregate are as follows: 2001 $ 32,443 2002 23,982 2003 19,561 2004 16,181 2005 13,121 Later years 51,243 ------- $156,531 ======= All leases expire prior to 2014. Real estate taxes, insurance and maintenance expenses are generally obligations of the Company. It is expected that in the normal course of business, leases that expire will be renewed or replaced by leases on other properties; thus, it is anticipated that future minimum lease commitments will not be less than the amounts shown for 2000. In addition, Hasbro leases certain facilities which, as a result of restructurings, are no longer in use. Future costs relating to such facilities were included as a component of the restructuring charge and are not included in the table above. (13) Consolidation Program and Restructuring Charge ---------------------------------------------- The Company recognized $63,951 of restructuring expense in 2000. This amount reflects charges under the 2000 restructuring plan of $70,079 and adjustments to the 1999 plan of $(6,128). The pretax impact of all consolidation program charges and adjustments to the statement of operations for the fiscal year ended December 31, 2000 was $146,142. On October 12, 2000, the Company announced a plan approved by its Board of Directors to consolidate its U.S. Toy group into Rhode Island, significantly reduce overhead through reductions in product development, sales and marketing, and administrative functions across the Company and to increase its focus on development of the Company's core brands. The impact of this plan was recorded in the fourth quarter as follows: Restructuring charge $ 70,079 -------- Other operating expenses: Cost of sales 6,625 Amortization 25,046 Royalties, research and development 42,270 Advertising 3,155 Selling, distribution and administration 5,095 -------- 82,191 -------- Total 2000 consolidation program cost $ 152,270 ======== The significant components of the 2000 plan include the closing of offices in Cincinnati, Ohio, the Napa, California office and warehouse and a small office in San Francisco, California, thereby essentially consolidating the U.S. Toy group in Rhode Island. These actions were substantially completed at December 31, 2000. Additionally, the plan includes the reduction of overhead, particularly in marketing and sales, product development and administration. This includes a curtailment of expansion of the retail business of Wizards, the further consolidation of certain international operating offices into regional centers and consolidation and streamlining of the Company's marketing activities. The Company is also increasing its focus on developing and marketing its core brands, reducing its reliance on licenses. This focus has resulted in product lines which will be discontinued or for which the Company has significantly reduced expectations. Together, the components of this plan anticipate the redundancy of approximately 850 employees, including 125 in manufacturing and sourcing activities and 725 worldwide in research and product development, marketing, sales and administration. Employee redundancies by area are as follows: Opening Balance at Balance Activity December 31, 2000 -------- -------- ----------------- Manufacturing activities 125 (98) 27 Research, product development, sales marketing and administration 725 (403) 322 ------- ------- ------- 850 (501) 349 ======= ======= ======= Total charges under the 2000 plan represent cash charges of $89,400, comprised of approximately $31,800 for severance benefits which will be disbursed over the employee's entitlement period, $5,100 in related charges paid in 2000 to relocate certain U.S. Toy group employees to Rhode Island, $21,400 for lease costs to be expended over the contractual lease term of the closed facilities and approximately $31,100 of contractual commitments on exited product lines and certain other licensed product lines with reduced expectations due to the Company's enhanced focus on its core brands. The product lines being exited were not, either individually or in the aggregate, material to the Company's revenues or operating results. Total non-cash charges were $62,900. Non- cash charges of $16,900 for fixed asset write-offs relate primarily to Corporate and the U.S. Toy segment. The remaining approximate $46,000 relates to asset write-offs and a write-down of assets impaired due to the Company's enhanced focus on its core brands. This includes impairment of intangible assets arising from the decision to discontinue product line offerings. Non-cash charges relating to asset write-offs have been credited to the respective line items on the balance sheet. The components of the plan included in the restructuring charge in the statement of operations are severance costs of $31,800, lease costs of $21,400 and fixed asset write-offs of $16,900. Included in accrued liabilities at December 31, 2000 is $53,200 relating to amounts due to terminated employees over their severance entitlement period and costs associated with lease and closing costs. The restructuring plan is expected to be completed in fiscal 2001. On December 7, 1999, the Company announced a program to consolidate manufacturing and sourcing activities and product lines, as well as streamline and further regionalize marketing, sales and research and development activities worldwide. Costs associated with the 1999 consolidation program, recorded in the fourth quarter of 1999, amounted to $141,575, of which $64,232 was recorded as a restructuring charge and $77,343 in various other operating expense categories. Adjustments to the restructuring plan of $(6,128) were recorded in 2000. The significant components of the plan included the closing of factories in Mexico and in the United Kingdom, reducing capacity at the remaining three factories, shifting production to third party manufacturers in the Far East and further consolidation and regionalization of the International marketing and sales structure. Actions under the plan commenced in December 1999 and were completed in fiscal 2000. There were no material changes to the plan, however, adjustments were recognized in 2000 reflecting the reversal of excess restructuring accruals due to lower than previously estimated costs to achieve the overall objectives of the plan, primarily in the consolidation and regionalization of the International marketing and sales structure. The 1999 restructuring charge of $64,232 represented approximately $38,700 of cash charges for severance benefits for termination of approximately 2,200 employees, which will be disbursed over the employee's entitlement period, $14,300 of cash charges for lease and facility closing costs to be expended over the contractual lease terms and closing process and non-cash charges of $11,200 for fixed asset write-offs, arising primarily in the manufacturing area. Of the cash amount, approximately $4,700 was paid prior to December 26, 1999 for severance benefits relating to approximately 200 employees terminated prior to that date. Non-cash charges relating to fixed asset write-offs were credited to the respective line items on the balance sheet. Details of activity in the restructuring plan for fiscal 2000 follow: Balance at Balance at Dec. 26, Dec. 31, 1999 Adjustments Activity 2000 ------- ----------- -------- ------ Severance $ 34,000 (4,800) (25,200) 4,000 Lease and facility closing costs 14,300 (1,300) (9,100) 3,900 ------- ------- ------- ------ $ 48,300 (6,100) (34,300) 7,900 ======= ======= ======= ====== Employee redundancies by area: Manufacturing and sourcing activities 1,700 - (1,700) - Research, product development, sales marketing and administration 300 (40) (260) - ------- ------- ------- ------ 2,000 (40) (1,960) - ======= ======= ======= ====== The remaining severance liability represents cash charges for severance benefits for employees made redundant which will be disbursed over the employee's entitlement period. The balance in lease and facility closing costs will be expended over the contractual lease term. The components of the consolidation program included in other operating expenses in 1999 represent costs associated with exiting certain product lines and reevaluating other product lines resulting in reduced expectations. The product lines being exited were not, either individually or in the aggregate, material to the Company's revenues or operating results. Approximately $12,000 represented cash charges to be incurred on contractual royalty, product development and advertising commitments associated with the discontinued product lines. Non-cash charges of approximately $65,000 related to asset write-offs and write- downs of underutilized assets. This includes impairment of intangible assets arising from the decision to discontinue or significantly reduce product line offerings. The resulting sum of undiscounted future cash flows of these assets was not sufficient to cover the carrying amount of the assets, and as such, they were written down to their fair market value. Items relating to property rights and licenses, goodwill, inventory, prepaid and other current assets were credited to the respective asset in the balance sheet. (14) Financial Instruments --------------------- Hasbro's financial instruments include cash and cash equivalents, accounts receivable, short- and long-term borrowings, accounts payable and accrued liabilities. At December 31, 2000, the carrying cost of these instruments approximated their fair value. Its financial instruments also include foreign currency forwards and options. At December 31, 2000, the carrying value of these instruments approximated their fair value based on quoted or publicly available market information. Hasbro uses foreign currency forwards and options, generally purchased for terms of not more than twelve months, to protect itself from adverse currency rate fluctuations on firmly committed and anticipated foreign currency transactions. These over-the-counter contracts, which hedge future purchases of inventory and other cross-border currency requirements, are primarily denominated in United States and Hong Kong dollars and Irish punts and entered into with counterparties who are major financial institutions with which Hasbro also has other financial relationships. The Company believes any risk related to default by a counterparty to be remote. The Company had the equivalent of approximately $166,500 and $85,000 of foreign currency forwards outstanding, and approximately $89,500 and $132,000 of foreign currency options outstanding at December 31, 2000 and December 26, 1999, respectively. Gains and losses deferred under hedge accounting provisions are subsequently included in the measurement of the related foreign currency transaction. Gains and losses on contracts not meeting hedge accounting provisions are included currently in earnings. The aggregate amount of gains and losses resulting from all foreign currency transactions was not material. (15) Commitments and Contingencies ----------------------------- Hasbro had unused open letters of credit of approximately $40,000 and $15,000 at December 31, 2000 and December 26, 1999, respectively. The Company routinely enters into license agreements with inventors, designers and others for the use of intellectual properties in its products. Certain of these agreements contain provisions for the payment of guaranteed or minimum royalty amounts. Under terms of currently existing agreements, in certain circumstances the Company may become liable for remaining guaranteed minimum royalties of up to $741,000 between 2001 and 2008. Of this amount, approximately $238,000 has been paid. Approximately $58,000 is included in the $66,509 of prepaid royalties which are a component of prepaid expenses and other current assets in the balance sheet. Included in other assets is $180,000 representing the long-term portion of amounts paid. Of the remaining unpaid minimum guaranties, Hasbro may be required to pay amounts as follows: 2001 $ 44,000 2002 193,000 2003 89,000 2004 56,000 2005 121,000 ------- $ 503,000 ======= Such payments are related to royalties which are expected to be incurred on anticipated revenues in the years 2001 through 2008. Hasbro is party to certain legal proceedings, substantially involving routine litigation incidental to the Company's business, none of which, individually or in the aggregate, is deemed to be material to the financial condition of the Company. (16) Segment Reporting ----------------- Segment and Geographic Information ---------------------------------- Hasbro is a worldwide marketer and distributor of children's and family entertainment products, principally engaged in the design, manufacture and marketing of games and toys ranging from traditional to high-tech. The Company's reportable segments are U.S. Toys, Games, International and Global Operations. In the United States, the U.S. Toy segment includes the design, marketing and selling of boys action figures, vehicles and playsets, girls toys, preschool toys and infant products and creative play products. The Games segment includes the development, marketing and selling of traditional board games and puzzles, handheld electronic games, electronic interactive products, children's consumer electronics, electronic learning aids, trading card and role-playing games and interactive software games based on the Company's owned and licensed brands. Within the International segment, the Company develops, markets and sells both toy and certain game products in non-U.S. markets. Global Operations manufactures and sources product for the majority of the Company's segments. The Company also has other segments which license certain toy properties and which develop and market non-traditional toy and game based product realizing more than half of their revenues and the majority of their operating profit in the first half of the year, which is contra- seasonal to the rest of the Company's business. These other segments do not meet the quantitative thresholds for reportable segments and have been combined for reporting purposes. Segment performance is measured at the operating profit level, prior to certain charges. In 2000, segment profitability was measured prior to $146,142 and $43,965 in charges incurred in connection with the consolidation programs and loss on sale of business units, respectively. In 1999, segment profitability was measured prior to $141,575 in charges incurred in connection with the 1999 consolidation program. For 1998, operating profits are reflected prior to the $20,000 charge incurred to write-off acquired in-process research and development arising on the MicroProse acquisition. Included in Corporate and eliminations are general corporate expenses, the elimination of intersegment transactions and assets not identified with a specific segment. Intersegment sales and transfers are reflected in management reports at amounts approximating cost. As a result of the complexity of the Company's organizational changes, it is unable to segregate assets and related expenses between the U.S. Toys and Games segments for 1999 and prior and these balances are reported as one. Assets are segregated in 2000 and are separately reported for that period. The total of U.S. Toys and Games assets in 2000 is presented for comparative purposes only, and is not used by management in assessing segment performance in 2000. Certain asset related expense items, including depreciation and amortization of intangibles, have been allocated to segments in 1999 and 1998 based upon estimates in order to arrive at segment operating profit. In December of 2000, the Company announced that it entered into an agreement to dispose of certain business units included in its Games segment (see note 2). During 1999, the Company's Games segment acquired Wizards of the Coast, Inc. The accounting policies of the segments are the same as those described in note (1) to the consolidated financial statements. Information by segment and a reconciliation to reported amounts are as follows: [Enlarge/Download Table] Revenues from Operating Depreciation External Affiliate Profit and Capital Total Customers Revenues (Loss) Amortization Additions Assets --------- --------- --------- --------- --------- --------- 2000 ---- U.S. Toys $ 558,915 5,130 (112,338) 24,240 923 273,381 Games 1,898,177 83,164 146,009 90,196 45,463 2,099,809 --------- --------- --------- --------- --------- --------- U.S. Toys and Games 2,457,092 88,294 33,671 114,436 46,386 2,373,190 International 1,085,839 - 61,458 35,073 19,447 1,244,479 Global Operations (b) 24,885 825,594 (1,329) 56,542 42,989 504,105 Other segments 219,399 17,898 (18,749) 21,328 2,467 276,203 Corporate and eliminations - (931,786) 10,779 11,796 13,766 (569,518) --------- --------- --------- --------- --------- --------- Segment total 3,787,215 - 85,830 239,175 125,055 3,828,459 Consolidation program (c) - - (146,142) 25,046 - - Loss on sale of business units (d) - - (43,965) - - - --------- --------- --------- --------- --------- --------- Consolidated Total $3,787,215 - (104,277) 264,221 125,055 3,828,459 ========= ========= ========= ========= ========= ========= 1999 ---- U.S. Toys (a) $1,056,700 - 91,588 Games (a) 1,703,216 81,948 259,314 --------- --------- --------- --------- --------- --------- U.S. Toys and Games (a) 2,759,916 81,948 350,902 109,250 12,077 3,588,994 International 1,227,949 6,403 140,567 34,150 9,539 1,285,342 Global Operations (b) 24,923 1,030,028 (1,878) 61,175 67,644 572,454 Other segments 219,475 18,988 5,777 22,517 4,301 269,435 Corporate and eliminations - (1,137,367) (26,224) 11,783 13,907 (1,252,877) --------- --------- --------- --------- --------- --------- Segment total 4,232,263 - 469,144 238,875 107,468 4,463,348 Consolidation program (c) - - (141,575) 38,449 - - --------- --------- --------- --------- --------- --------- Consolidated Total $4,232,263 - 327,569 277,324 107,468 4,463,348 ========= ========= ========= ========= ========= ========= [Enlarge/Download Table] Revenues from Operating Depreciation External Affiliate Profit and Capital Total Customers Revenues (Loss) Amortization Additions Assets --------- --------- --------- --------- --------- --------- 1998 ---- U.S. Toys (a) $ 894,279 61 55,103 Games (a) 1,043,623 1,019 143,216 --------- --------- --------- --------- --------- --------- U.S. Toys and Games (a) 1,937,902 1,080 198,319 54,543 12,739 2,390,147 International 1,106,565 (174) 130,232 23,905 34,480 840,246 Global Operations (b) 6,453 935,683 (6,560) 62,397 71,585 415,872 Other segments 253,534 8,992 35,565 19,106 4,925 354,717 Corporate and eliminations - (945,581) (12,674) 9,248 18,221 (207,137) --------- --------- --------- --------- --------- --------- Segment total 3,304,454 - 344,882 169,199 141,950 3,793,845 Acquired in-process research and development - - (20,000) - - - --------- --------- --------- --------- --------- --------- Consolidated Total $3,304,454 - 324,882 169,199 141,950 3,793,845 ========= ========= ========= ========= ========= ========= (a) As a result of the complexity of the Company's organizational changes, it was unable to segregate assets and related expenses between the U.S. Toys and Games segments prior to fiscal 2000. Certain asset related expense items including depreciation and amortization of intangibles have been allocated to segments based upon estimates in order to arrive at segment operating profit. (b) The Global Operations segment derives substantially all of its revenues, and thus its operating results, from intersegment activities. (c) The impact of the consolidation programs to operating profit by segment was $45,437 to U. S. Toys, $5,937 to Games, $29,301 to International, $401 to Global Operations and $65,066 to Corporate and Other segments for 2000. In 1999, the impact to operating profit by segment was $16,150 to U.S. Toys, $35,732 to Games, $23,044 to International, $44,324 to Global Operations and $22,325 to Other. (d) The loss on sale of business units relates to the sale of the Games segment's business units comprising Hasbro Interactive and Games.com (see note 2). The following table presents consolidated net revenues by classes of principal products for the years ended in December: 2000 1999 1998 ---- ---- ---- Boys toys $ 719,900 1,232,300 891,600 Games and puzzles 2,146,800 1,936,100 1,268,700 Interactive software games 179,600 229,400 192,300 Preschool toys 202,000 273,600 341,600 Other 538,915 560,863 610,254 ------- --------- --------- Net revenues $3,787,215 4,232,263 3,304,454 ========= ========= ========= Information as to Hasbro's operations in different geographical areas is presented below on the basis the Company uses to manage its business. Net revenues and the related pretax earnings are categorized based on location of the customer, while long-lived assets (property, plant and equipment, cost in excess of acquired net assets and other intangibles) are categorized based on their location: 2000 1999 1998 ---- ---- ---- Net revenues United States $2,251,023 2,818,837 2,113,057 International 1,536,192 1,413,426 1,191,397 --------- --------- --------- $3,787,215 4,232,263 3,304,454 ========= ========= ========= Pretax earnings (loss) United States $ (242,758) 158,834 194,050 International 16,772 115,011 109,428 --------- --------- --------- $ (225,986) 273,845 303,478 ========= ========= ========= Long-lived assets United States $1,803,688 1,880,029 1,694,967 International 199,123 194,677 177,569 --------- --------- --------- $2,002,811 2,074,706 1,872,536 ========= ========= ========= Principal international markets include Western Europe, Canada, Mexico, Australia, New Zealand and Hong Kong. Other Information ----------------- Hasbro markets its products primarily to customers in the retail sector. Although the Company closely monitors the creditworthiness of its customers, adjusting credit policies and limits as deemed appropriate, a substantial portion of its customers' ability to discharge amounts owed is dependent upon the overall retail economic environment. Sales to the Company's two largest customers, Wal-Mart Stores, Inc. and Toys `R Us, Inc., amounted to 14% and 13%, respectively, of consolidated net revenues during 2000, 16% each during 1999 and 18% and 17%, respectively, during 1998. Hasbro purchases certain components and accessories used in its manufacturing process and certain finished products from manufacturers in the Far East. The Company's reliance on external sources of manufacturing can be shifted, over a period of time, to alternative sources of supply for products it sells, should such changes be necessary. However, if the Company were prevented from obtaining products from a substantial number of its current Far East suppliers due to political, labor or other factors beyond its control, the Company's operations would be disrupted while alternative sources of product were secured. The imposition of trade sanctions by the United States or the European Union against a class of products imported by Hasbro from, or the loss of "normal trade relations" status by, the People's Republic of China could significantly increase the cost of the Company's products imported into the United States or Europe. (17) Quarterly Financial Data (Unaudited) ------------------------------------ 2000 ---- Quarter ----------------------------------- First Second Third Fourth Full Year ----- ------ ----- ------ --------- Net revenues $773,481 778,373 1,072,617 1,162,744 3,787,215 Gross profit $473,180 480,330 613,082 546,650 2,113,242 Earnings (loss) before income taxes $ 21,923 9,421 20,046 (277,376)(a)(225,986) Net earnings (loss) $ 15,127 6,500 13,832 (180,090) (144,631) ======= ======= ======= ========= ========= Per common share Earnings (loss) Basic $ .08 .04 .08 (1.05) (.82) Diluted $ .08 .04 .08 (1.05) (.82) Market price High $ 19 1/8 18 9/16 17 13/16 12 15/16 19 1/8 Low $ 13 3/4 15 10 3/16 8 3/8 8 3/8 Cash dividends declared $ .06 .06 .06 .03 .21 ======= ======= ======= ========= ========= 1999 ---- Quarter ----------------------------------- First Second Third Fourth Full Year ----- ------ ----- ------ --------- Net revenues $668,398 874,574 1,098,179 1,591,112 4,232,263 Gross profit $411,881 529,548 654,166 938,426 2,534,021 Earnings before income taxes $ 19,993 46,796 123,434 83,622(a) 273,845 Net earnings $ 13,795 32,289 85,170 57,699 188,953 ======= ======= ======= ========= ========= Per common share Earnings Basic $ .07 .17 .44 .30 .97 Diluted $ .07 .16 .43 .29 .93 Market price High $ 30 1/8 37 28 5/8 24 1/4 37 Low $ 21 13/16 27 21 15/16 16 7/8 16 7/8 Cash dividends declared $ .06 .06 .06 .06 .24 ======= ======= ======= ========= ========= (a) In 2000 and 1999, includes $63,951 and $64,232, respectively, relating to restructuring of operations.

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K405 Filing   Date   Other Filings
12/9/978-K
12/28/9710-K405
4/1/988-K
9/14/98SC 14D1/A
10/30/98424B2
12/27/9810-K405
1/1/99
2/19/99
3/1/99
3/15/99
6/23/99
9/30/99
12/6/99
12/7/998-K, S-3/A
12/26/9910-K405
12/31/99
10/12/008-K
For The Period Ended12/31/0011-K
1/1/01
2/7/01SC 13G
2/28/01
3/4/01
Filed On3/30/01
4/1/0110-Q
Filed As Of4/2/01
1/1/02
6/30/0210-Q
3/15/03
11/1/058-K
3/15/06
7/15/08
6/30/094
7/15/28
 
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