Acquisition

12 Months Ended

Dec. 30, 2018

Business Combination Disclosure [Text Block]

(18) Acquisition

In January 2018, the FASB issued Accounting Standards Update No. 2017-01 (“ASU 2017-01”), Business Combinations (Topic 805): Clarifying the Definition of a Business. The standard clarifies the definition of a business with the objective of providing guidance when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public companies, the standard was effective for annual reporting periods beginning after December 15, 2017. The Company adopted ASU 2017-01 in the second quarter of 2018.

On June 12, 2018, the Company completed the acquisition of Saban Properties’ POWER RANGERS and other Entertainment Assets. The Company accounted for the acquisition as an asset acquisition based on the guidance in ASU 2017-01, which uses the cost accumulation and allocation method. As such, the Company included acquisition costs in its calculation of the purchase price to be allocated to the assets acquired.

The total purchase price for the assets was $535,850, consisting of the following:


Cash Consideration:
To seller ⁽¹⁾	$	152,000
Held in escrow ⁽²⁾		25,000
Market value of stock issued to seller ⁽³⁾		280,397
Deferred purchase price due in January 2019 ⁽⁴⁾		75,000
		532,397
Acquisition costs		1,973
Other adjustment		1,480
Total Purchase Price to be allocated	$	535,850

1. The Company previously paid Saban Brands $22,250 for the POWER RANGERS master toy license agreement announced in February 2018 and those amounts were credited to, and included above, in the purchase price.

2. The $25,000 was placed into an escrow account to support customary indemnification obligations of Saban Properties, and is considered restricted cash within cash and cash equivalents on the balance sheet with an offsetting liability included in other current liabilities. One-half of the $25,000 in escrow was released on January 3, 2019, and the remaining half is scheduled on the one-year anniversary of the closing date, less any claim amounts deducted from the escrow prior to those dates.

3. The Company issued 3,074 shares of Hasbro common stock to Saban Properties, valued at $280,397.

4. An additional $75,000 was paid in January 2019 with no contingencies.

The total purchase price was allocated on a relative fair value basis as follows:

• $534,370 was recorded as an intangible asset – POWER RANGERS IP rights, which will be amortized over a period of 25 years;

• $7,884 as current assets;

• $325 as capitalized production costs; and

• $6,729 as other current liabilities.

On July 13, 2016, the Company acquired Boulder Media Limited (“Boulder”), an animation studio based in Dublin, Ireland. The consideration included an initial cash payment of approximately $13,177 and provisions for future earnout payments. Based on the Company’s analysis, goodwill in the amount of $11,821 was recorded.