SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended September 28, 1997 Commission file number 1-6682
HASBRO, INC.
--------------------
(Name of Registrant)
Rhode Island O5-0155090
- - ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
1027 Newport Avenue, Pawtucket, Rhode Island 02861
---------------------------------------------------
(Principal Executive Offices)
(401) 431-8697
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.
Yes X or No
--- ---
The number of shares of Common Stock, par value $.50 per share,
outstanding as of October 31, 1997 was 133,920,853.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Thousands of Dollars Except Share Data)
(Unaudited)
Sep. 28, Sep. 29, Dec. 29,
Assets 1997 1996 1996
--------- --------- ---------
Current assets
Cash and cash equivalents $ 80,030 57,753 218,971
Accounts receivable, less allowance
for doubtful accounts of $52,700,
$54,300 and $46,600 1,153,910 1,184,615 807,149
Inventories:
Finished products 285,135 315,227 209,903
Work in process 13,273 25,042 16,810
Raw materials 49,371 62,435 46,534
--------- --------- ---------
Total inventories 347,779 402,704 273,247
Deferred income taxes 80,730 80,661 78,031
Prepaid expenses 94,804 75,280 109,191
--------- --------- ---------
Total current assets 1,757,253 1,801,013 1,486,589
Property, plant and equipment, net 279,916 301,453 313,545
--------- --------- ---------
Other assets
Cost in excess of acquired net assets,
less accumulated amortization of
$128,187, $111,367 and $115,312 504,426 469,522 460,467
Other intangibles, less accumulated
amortization of $121,316, $96,172
and $102,387 412,641 364,340 364,987
Other 69,715 63,147 75,921
--------- --------- ---------
Total other assets 986,782 897,009 901,375
--------- --------- ---------
Total assets $3,023,951 2,999,475 2,701,509
========= ========= =========
HASBRO, INC. AND SUBSIDIARIES
Consolidated Balance Sheets, Continued
(Thousands of Dollars Except Share Data)
(Unaudited)
Sep. 28, Sep. 29, Dec. 29,
Liabilities and Shareholders' Equity 1997 1996 1996
--------- --------- ---------
Current liabilities
Short-term borrowings $ 462,894 553,136 120,736
Trade payables 120,775 136,587 174,337
Accrued liabilities 469,944 417,338 399,896
Income taxes 117,559 101,022 135,849
--------- --------- ---------
Total current liabilities 1,171,172 1,208,083 830,818
Long-term debt, excluding current
installments 148,751 149,907 149,382
Deferred liabilities 68,924 70,556 69,263
--------- --------- ---------
Total liabilities 1,388,847 1,428,546 1,049,463
--------- --------- ---------
Shareholders' equity
Preference stock of $2.50 par
value. Authorized 5,000,000
shares; none issued - - -
Common stock of $.50 par value.
Authorized 300,000,000 shares;
issued 132,191,745, 88,088,968
and 132,160,293 66,096 44,044 66,080
Additional paid-in capital 279,588 304,409 282,922
Retained earnings 1,446,515 1,270,758 1,362,791
Foreign currency translation (4,203) 18,631 21,487
Treasury stock, at cost; 5,760,479,
1,930,844 and 3,297,628 shares (152,892) (66,913) (81,234)
--------- --------- ---------
Total shareholders' equity 1,635,104 1,570,929 1,652,046
--------- --------- ---------
Total liabilities and
shareholders' equity $3,023,951 2,999,475 2,701,509
========= ========= =========
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
(Thousands of Dollars Except Share Data)
(Unaudited)
Quarter Ended Nine Months Ended
------------------- --------------------
Sep. 28, Sep. 29, Sep. 28, Sep. 29,
1997 1996 1997 1996
-------- -------- --------- ---------
Net revenues $915,533 845,148 2,055,203 1,895,442
Cost of sales 403,027 372,273 891,315 844,228
------- ------- --------- ---------
Gross profit 512,506 472,875 1,163,888 1,051,214
------- ------- --------- ---------
Expenses
Amortization 11,741 9,939 32,967 29,745
Royalties, research and
development 102,583 85,929 254,339 204,707
Advertising 116,208 116,446 254,418 252,893
Selling, distribution and
administration 156,215 146,941 433,285 397,215
------- ------- --------- ---------
Total expenses 386,747 359,255 975,009 884,560
------- ------- --------- ---------
Operating profit 125,759 113,620 188,879 166,654
------- ------- --------- ---------
Nonoperating (income) expense
Interest expense 9,197 9,419 19,120 19,678
Other (income) expense, net 1,121 (733) (6,112) (6,210)
------- ------- --------- ---------
Total nonoperating expense 10,318 8,686 13,008 13,468
------- ------- --------- ---------
Earnings before income taxes 115,441 104,934 175,871 153,186
Income taxes 38,041 34,465 59,796 52,366
------- ------- --------- ---------
Net earnings $ 77,400 70,469 116,075 100,820
======= ======= ========= =========
Per common share
Net earnings $ .60 .54 .89 .76
======= ======= ========= =========
Cash dividends declared $ .08 .07 .24 .21
======= ======= ========= =========
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Nine Months Ended September 28, 1997 and September 29, 1996
(Thousands of Dollars)
(Unaudited)
1997 1996
------- -------
Cash flows from operating activities
Net earnings $116,075 100,820
Adjustments to reconcile net earnings to net cash
utilized by operating activities:
Depreciation and amortization of plant and equipment 79,232 71,016
Other amortization 32,967 29,745
Deferred income taxes (3,815) 2,388
Change in operating assets and liabilities (other
than cash and cash equivalents):
Increase in accounts receivable (354,339) (400,077)
Increase in inventories (60,721) (87,392)
Decrease (Increase) in prepaid expenses 15,099 (3,573)
Increase (Decrease) in trade payables
and accrued liabilities 17,009 (88,530)
Other 874 1,839
------- -------
Net cash utilized by operating activities (157,619) (373,764)
------- -------
Cash flows from investing activities
Additions to property, plant and equipment (61,071) (62,504)
Investments and acquisitions, net of cash acquired (164,153) (21,313)
Other 4,069 (4,540)
------- -------
Net cash utilized by investing activities (221,155) (88,357)
------- -------
Cash flows from financing activities
Proceeds from borrowings with original maturities
of more than three months 272,167 230,788
Repayments of borrowings with original maturities
of more than three months (71,322) (30,990)
Net proceeds of other short-term borrowings 147,453 231,603
Purchase of common stock (99,983) (58,350)
Stock option transactions 24,376 11,318
Dividends paid (28,971) (24,329)
------- -------
Net cash provided by financing activities 243,720 360,040
------- -------
Effect of exchange rate changes on cash (3,887) (1,196)
------- -------
Decrease in cash and cash equivalents (138,941) (103,277)
Cash and cash equivalents at beginning of year 218,971 161,030
------- -------
Cash and cash equivalents at end of period $ 80,030 57,753
======= =======
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows, Continued
Nine Months Ended September 28, 1997 and September 29, 1996
(Thousands of Dollars)
(Unaudited)
1997 1996
------- -------
Supplemental information
Cash paid during the period for:
Interest $ 13,449 12,892
Income taxes $ 85,861 59,165
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements
(Thousands of Dollars)
(Unaudited)
(1) In the opinion of management and subject to year-end audit, the
accompanying unaudited interim financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to present fairly
the financial position of the Company as of September 28, 1997 and
September 29, 1996, and the results of operations and cash flows for the
periods then ended.
The results of operations for the nine months ended September 28,
1997, are not necessarily indicative of results to be expected for the full
year.
(2) On May 2, 1997, the Company purchased certain assets of OddzOn
Products, Inc. and Cap Toys, Inc. (OddzOn/Cap Toys). The consideration for
this purchase is currently estimated by the Company to be $161,434. This
acquisition is being accounted for using the purchase accounting method
and, based on preliminary estimates of fair market value, the Company has
allocated $40,610 to net tangible assets, $63,100 to property rights and
licenses and $57,724 to cost in excess of net assets acquired. The
Consolidated Statements of Earnings include the results of OddzOn/Cap Toys
from date of acquisition.
(3) Per share data have been adjusted to reflect the three-for-two stock
split paid March 21, 1997.
(4) Earnings per common share are based on the weighted average number of
shares of common stock and dilutive common stock equivalents outstanding
during each period. Common stock equivalents include stock options and
warrants for the period prior to their exercise. Under the treasury stock
method, the unexercised options and warrants are assumed to be exercised at
the beginning of the period or at issuance, if later. The assumed proceeds
are then used to purchase common stock at the average market price during
the period.
For the nine months ended September 28, 1997 and September 29, 1996,
the difference between primary and fully diluted earnings per share was not
significant. For the quarter ended September 28, 1997, the primary and
fully diluted earnings per share were $.60 and $.57, respectively and for
the quarter ended September 29, 1996, they were $.54 and $.52,
respectively.
(5) As more fully described in Part II, Item 2 of this Form 10-Q, on
October 8, 1997, the Company announced the redemption of all of its
outstanding 6% Convertible Subordinated Notes Due 1998 on November 5, 1997.
Substantially all of these notes were converted into shares of common stock
prior to the redemption date.
HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations
(Thousands of dollars)
NET REVENUES
- - ------------
Net revenues for the third quarter and nine months of 1997 each increased
more than 8% to $915,533 and $2,055,203, respectively, from the $845,148
and $1,895,442 reported for the same periods of 1996. Absent the
approximate $27,000 and $46,000 adverse impact of the stronger U.S. dollar
during the quarter and nine months, respectively, revenue growth
approximated 11% in each period. This growth was primarily driven by the
Company's United States operations, including its growing interactive CD-
ROM business, the recently acquired OddzOn/Cap Toys units and products
associated with its three major entertainment properties, Star Wars(R),
Jurassic Park(TM) and Batman(TM). Internationally, significant local
currency growth was experienced in Canada, Mexico and in Latin America as
well as more moderate growth in several other countries.
GROSS PROFIT
- - ------------
The Company's gross profit margin, expressed as a percentage of net
revenues, approximated 56% for the third quarters of both 1997 and 1996,
while it increased for the nine months to 56.6% from 55.5%. The impact of
unfavorable changes in currency rates, both with respect to the dollar and
certain European cross-rates, adversely impacted both periods of 1997 and
absent such impact, margins for the quarter and nine months would each have
been greater. Additionally, a less favorable mix of products was sold
during the third quarter which contributed to the third quarter margin
being less than that of the nine months.
EXPENSES
- - --------
Royalties, research and development expenses for the third quarter and nine
months increased in both amount and when expressed as a percentage of net
revenues. The increases were primarily attributable to the royalty
component, reflecting the increased revenues and the change in the mix of
the products sold. Research and development was $37,868 and $106,301 for
the quarter and nine months of 1997, respectively, compared with $36,583
and $102,093 for the same periods of 1996.
Advertising expense for both the third quarter and nine months was
essentially flat in amount but decreased as a percentage of net revenues.
As in the earlier quarters, the decreased percentage is the result of
several factors including the lower portion of the Company's revenues
coming from its international marketing units, which generally have higher
advertising to sales ratios than do the United States groups. Also
contributing was the leverage resulting from the major entertainment
properties, particularly with respect to the United States boys' products.
HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations, Continued
(Thousands of dollars)
The Company's selling, distribution and administration expense for the
third quarter, when expressed as a percentage of revenues, decreased from
that of a year ago, while increasing in amount. For the nine months, these
expenses increased in both amount and percentage. Contributing to the
increases were the impact of the Company's new units as well as costs
associated with shipping higher volumes.
NONOPERATING (INCOME) EXPENSE
- - -----------------------------
Interest expense for both the third quarter and nine months decreased
marginally from that of the same periods in 1996, reflecting both lower
borrowings and borrowing rates.
INCOME TAXES
- - ------------
Income tax expense as a percentage of pretax earnings for the nine months
of 1997 and 1996 was 34.0% and 34.2%, respectively. For the quarter the
rate was 33.0% while a year ago it was 32.8%. The tax rate for the nine
months of 1997 reflects a continued downward trend in the tax on
international earnings, partially offset by a reduction in the deferred tax
asset valuation allowance in the third quarter of 1996. The tax rate for
the quarter includes the adjustment of first and second quarter earnings to
the new tax rate.
OTHER INFORMATION
- - -----------------
During the past several years, the Company has experienced a shift in its
revenue pattern wherein the second half of the year has grown in
significance to its overall business and within that half the fourth
quarter has become more prominent. The Company expects that this trend will
continue. This concentration increases the risk of (a) underproduction of
popular items, (b) overproduction of less popular items and (c) failure to
achieve tight and compressed shipping schedules. The business of the
Company is characterized by customer order patterns which vary from year to
year largely because of differences in the degree of consumer acceptance of
a product line, product availability, marketing strategies, inventory
levels of retailers and differences in overall economic conditions. Also,
quick response inventory management practices now being used result in
fewer orders being placed in advance of shipment and more orders, when
placed, for immediate delivery. As a result, comparisons of unshipped
orders on any date in a given year with those at the same date in a prior
year are not necessarily indicative of sales for the entire year. In
addition, it is a general industry practice that orders are subject to
amendment or cancellation by customers prior to shipment. At the end of its
fiscal months of October (October 26, 1997 and October 27, 1996) the
Company's unshipped orders were approximately $480,000 and $570,000.
HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations, Continued
(Thousands of dollars)
LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------
Because of the seasonality of the Company's business coupled with certain
customer incentives, mainly in the form of extended payment terms, the
interim cash flow statements are not representative of that which may be
expected for the full year. As a result of these extended payment terms,
the majority of the Company's cash collections occur late in the fourth
quarter and early in the first quarter of the subsequent year. As
receivables are collected late in the fourth quarter and through the first
quarter of the subsequent year, cash flow from operations becomes positive
and is used to repay a significant portion of the short-term borrowings.
As a result, management believes that on an interim basis, rather than
discussing its cash flows, a better understanding of its liquidity and
capital resources can be obtained through a discussion of the various
balance sheet categories. Also, as several of the major categories,
including cash and cash equivalents, accounts receivable, inventories and
short-term borrowings, fluctuate significantly from quarter to quarter,
again due to the seasonality of its business and the extended payment terms
offered, management believes that a comparison to the comparable period in
the prior year is generally more meaningful than a comparison to the prior
year-end.
Receivables, when measured in days sales outstanding, show a seventeen-day,
or 10%, improvement over 1996, as well as being approximately $30,000 lower
in amount than at the same time a year ago. This decrease in amount is
significant since 1997 also includes amounts attributable to the recently
acquired OddzOn/Cap Toys units and the Latin American units which began
operations earlier this year. Similarly, in spite of increases related to
these new units, inventories were also less than those of the same period
in the prior year, as the Company continued efforts to balance reduced
levels with customers' needs for prompt fulfillment of their orders. Other
assets, as a group, increased substantially from their 1996 levels, largely
due to the approximate $121,000 of intangible assets acquired in the
OddzOn/Cap Toys transaction.
Net borrowings (short- and long-term borrowings less cash and cash
equivalents) were more than $100,000 below the 1996 level, even though
approximately $161,000 of cash was utilized for the OddzOn/Cap Toys
acquisition and more than $125,000 during the last twelve months for the
continuation of Hasbro's share repurchase program. At September 28, 1997,
the Company had committed unsecured lines of credit totaling approximately
$550,000 available to it. It also had available uncommitted lines
approximating $700,000. The Company believes that these amounts are
adequate for its needs. Of these available lines, approximately $490,000
was in use at September 28, 1997.
HASBRO, INC AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations, Continued
(Thousands of Dollars)
RECENT INFORMATION
- - ------------------
On October 14, 1997, the Company announced that it had been awarded an
extension of its exclusive rights to market certain toys and games based on
three new Star Wars movies. This agreement with Lucas Licensing Ltd.
continues to give the Company worldwide rights to core action figures,
vehicles and games, plus additional Star Wars categories including hand-
held games, die cast vehicles and creative play products. At the same time,
the Company acquired long term preferential negotiation rights from
Lucasfilm Ltd. for the same categories of toys based on new and certain
existing Lucasfilm movies.
PART II. Other Information
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
On October 8, 1997, the Company announced the redemption of
all of of its outstanding 6% Convertible Subordinated Notes Due
1998 on November 5, 1997. Notes were redeemable at $1,010.00
per $1,000.00 principal amount plus accrued interest of $28.33
from May 16, 1997 to the redemption date for a total redemption
price of $1,038.33. In lieu of redemption, each $1,000.00
principal amount was convertible into approximately 51 shares
of Hasbro Common Stock at a conversion price of $19.55 per
share. Of the $148,751,000, outstanding on September 28, 1997,
$28,000 was redeemed and the remainder was converted into
7,607,266 shares of common stock.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
11.1 Computation of Earnings Per Common Share - Nine Months
Ended September 28, 1997 and September 29, 1996.
11.2 Computation of Earnings Per Common Share - Quarter
Ended September 28, 1997 and September 29, 1996.
12 Computation of Ratio of Earnings to Fixed Charges -
Nine Months and Quarter Ended September 28, 1997.
27 Article 5 Financial Data Schedule - Third Quarter 1997
(b) Reports on Form 8-K
A Current Report on Form 8-K, dated October 20, 1997, was filed
by the Company and included the Press Release dated October 20,
1997, announcing the Company's results for the current quarter.
Consolidated Statements of Earnings (without notes) for the
quarters and nine months ended September 28, 1997 and September
29, 1996 and Consolidated Condensed Balance Sheets (without
notes) as of said dates were also filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HASBRO, INC.
------------
(Registrant)
Date: November 7, 1997 By: /s/ John T. O'Neill
--------------------
John T. O'Neill
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
HASBRO, INC. AND SUBSIDIARIES
Quarterly Report on Form 10-Q
For the Period Ended September 28, 1997
Exhibit Index
Exhibit
No. Exhibits
- - ------- --------
11.1 Computation of Earnings Per Common Share -
Nine Months Ended September 28, 1997 and September 29, 1996
11.2 Computation of Earnings Per Common Share -
Quarter Ended September 28, 1997 and September 29, 1996
12 Computation of Ratio of Earnings to Fixed Charges -
Nine Months and Quarter Ended September 28, 1997
27 Article 5 Financial Data Schedule - Third Quarter 1997
EXHIBIT 11.1
HASBRO, INC. AND SUBSIDIARIES
Computation of Earnings Per Common Share
Nine Months Ended September 28, 1997 and September 29, 1996
(Thousands of Dollars and Shares Except Per Share Data)
1997 1996(a)
----------------- -----------------
Fully Fully
Primary Diluted Primary Diluted
------- ------- ------- -------
Net earnings $116,075 116,075 100,820 100,820
Interest and amortization on 6%
convertible notes, net of taxes - 4,307 - 4,321
------- ------- ------- -------
Net earnings applicable to
common shares $116,075 120,382 100,820 105,141
======= ======= ======= =======
Weighted average number of shares
outstanding:(b)
Outstanding at beginning of
period 128,863 128,863 131,017 131,017
Actual exercise of stock
options and warrants 738 738 326 326
Assumed exercise of stock
options and warrants 2,390 2,609 1,634 1,985
Actual conversion of 6%
convertible notes 13 13 2 2
Assumed conversion of 6%
convertible notes - 7,627 - 7,669
Purchase of common stock (1,825) (1,825) (1,026) (1,026)
------- ------- ------- -------
Total 130,179 138,025 131,953 139,973
======= ======= ======= =======
Per common share:
Net earnings $ .89 .87 .76 .75
======= ======= ======= =======
(a) Adjusted to reflect the three-for-two stock split paid March 21, 1997.
(b) Computation to arrive at the average number is a weighted average
computation.
EXHIBIT 11.2
HASBRO, INC. AND SUBSIDIARIES
Computation of Earnings Per Common Share
Quarter Ended September 28, 1997 and September 29, 1996
(Thousands of Dollars and Shares Except Per Share Data)
1997 1996(a)
----------------- -----------------
Fully Fully
Primary Diluted Primary Diluted
------- ------- ------- -------
Net earnings $ 77,400 77,400 70,469 70,469
Interest and amortization on 6%
convertible notes, net of taxes - 1,433 - 1,440
------- ------- ------- -------
Net earnings applicable to
common shares $ 77,400 78,833 70,469 71,909
======= ======= ======= =======
Weighted average number of shares
outstanding:(b)
Outstanding at beginning of
period 127,441 127,441 130,255 130,255
Actual exercise of stock
options and warrants 145 145 52 52
Assumed exercise of stock
options and warrants 2,564 2,564 1,643 2,027
Actual conversion of 6%
convertible notes 7 7 - -
Assumed conversion of 6%
convertible notes - 7,616 - 7,667
Purchase of common stock (670) (670) (831) (831)
------- ------- ------- -------
Total 129,487 137,103 131,119 139,170
======= ======= ======= =======
Per common share:
Net earnings $ .60 .57 .54 .52
======= ======= ======= =======
(a) Adjusted to reflect the three-for-two stock split paid March 21, 1997.
(b) Computation to arrive at the average number is a weighted average
computation.
EXHIBIT 12
HASBRO, INC. AND SUBSIDIARIES
Computation of Ratio of Earnings to Fixed Charges
Nine Months and Quarter Ended September 28, 1997
(Thousands of Dollars)
Nine
Months Quarter
------- -------
Earnings available for fixed charges:
Net earnings $116,075 77,400
Add:
Fixed charges 30,852 13,245
Income taxes 59,796 38,041
------- -------
Total $206,723 128,686
======= =======
Fixed Charges:
Interest on long-term debt $ 6,904 2,296
Other interest charges 12,216 6,901
Amortization of debt expense 255 85
Rental expense representative
of interest factor 11,477 3,963
------- -------
Total $ 30,852 13,245
======= =======
Ratio of earnings to fixed charges 6.70 9.72
======= =======
5
1000
9-MOS
DEC-28-1997
SEP-28-1997
80,030
0
1,206,610
52,700
347,779
1,757,253
533,812
253,896
3,023,951
1,171,172
148,751
0
0
66,096
1,569,008
3,023,951
2,055,203
2,055,203
891,315
891,315
541,724
9,125
19,120
175,871
59,796
116,075
0
0
0
116,075
.89
0
