HASBRO INC | 2013 | FY | 3


(4)      Goodwill and Intangibles

Goodwill and certain intangible assets relating to rights obtained in the Company's acquisition of Milton Bradley in 1984 and Tonka in 1991 are not amortized. These rights were determined to have indefinite lives and total approximately $75,700. The Company's other intangible assets are amortized over their remaining useful lives, and accumulated amortization of these other intangibles is reflected in other intangibles, net in the accompanying consolidated balance sheets.

The Company performs an annual impairment test on goodwill and intangible assets with indefinite lives.  This annual impairment test is performed in the fourth quarter of the Company's fiscal year. In addition, if an event occurs or circumstances change that indicate that the carrying value may not be recoverable, the Company will perform an interim impairment test at that time.  For the three fiscal years ended December 29, 2013, no such events occurred.  The Company completed its annual impairment tests of goodwill in the fourth quarters of 2013, 2012 and 2011 concluding that the fair value of each reporting unit substantially exceeded the carrying value and therefore, no impairment charges were taken in each of the three years.
A portion of the Company's goodwill and other intangible assets reside in the Corporate segment of the business.  For purposes of the goodwill impairment testing, these assets are allocated to the reporting units within the Company's operating segments. Changes in the carrying amount of goodwill, by operating segment, for the years ended December 29, 2013 and December 30, 2012 are as follows:

 
 
 
U.S. and Canada
  
International
  
Entertainment and Licensing
  
Total
 
2013
 
  
  
  
 
Balance at December 30, 2012
 
$
296,978
   
171,451
   
6,496
   
474,925
 
Acquired during the period
  
-
   
-
   
119,111
   
119,111
 
Foreign exchange translation
  
-
   
285
   
-
   
285
 
Balance at December 29, 2013
 
$
296,978
   
171,736
   
125,607
   
594,321
 
 
                
2012
                
Balance at December 25, 2011
 
$
296,978
   
171,318
   
6,496
   
474,792
 
Foreign exchange translation
  
-
   
133
   
-
   
133
 
Balance at December 30, 2012
 
$
296,978
   
171,451
   
6,496
   
474,925
 

On July 8, 2013, the Company acquired a majority interest in Backflip Studios, LLC ("Backflip"), a mobile game developer based in Boulder, Colorado. The Company paid $112,000 in cash to acquire a 70% interest in Backflip, and will be required to purchase the remaining 30% in the future contingent on the achievement by Backflip of certain predetermined financial performance metrics. The Company is consolidating the financial statements of Backflip and reporting the 30% redeemable noncontrolling interests as a separate line in the consolidated balance sheets and statements of operations.

Based on a valuation of approximately $160,000, the Company has allocated approximately $6,000 to net tangible assets, $35,000 to identifiable intangible assets, $119,000 to goodwill, and $48,000 to redeemable noncontrolling interests. The valuation was based on the income approach which utilizes discounted future cash flows expected to be generated from the acquired business. Identifiable intangible assets include property rights which are being amortized over the projected revenue curve over a period of four years. During 2013, amortization of intangibles includes $8,100 related to these assets. Goodwill reflects the value to the Company from leveraging Backflip's expertise in developing and marketing mobile digital games, including the continued expansion of its own brands in this arena. The goodwill recorded as part of this acquisition will be reflected in the Entertainment and Licensing segment and the amortization will be deductible for income tax purposes. The $48,000 value of the redeemable noncontrolling interests has been presented in the consolidated balance sheets as temporary equity between liabilities and shareholders' equity. This presentation is required because the Company has the obligation to purchase the remaining 30% of Backflip in the future contingent on the achievement by Backflip of certain predetermined financial performance metrics.

The consolidated statements of operations for the year ended December 29, 2013 include the operations of Backflip from the closing date of July 8, 2013. Actual and pro forma results have not been disclosed because they are not material to the consolidated financial statements. Net loss attributable to noncontrolling interests for the year ended December 29, 2013 was $2,270.

A summary of the Company's other intangibles, net at December 29, 2013 and December 30, 2012:

 
 
2013
  
2012
 
Acquired product rights
 
$
788,544
   
751,016
 
Licensed rights of entertainment properties
  
256,555
   
256,555
 
Accumulated amortization
  
(744,838
)
  
(666,650
)
Amortizable intangible assets
  
300,261
   
340,921
 
Product rights with indefinite lives
  
75,738
   
75,738
 
Total other intangibles, net
 
$
375,999
   
416,659
 

Intangible assets, other than those with indefinite lives, are reviewed for indications of impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. During 2013, the Company incurred $19,736 in impairment charges related to certain product lines which the Company exited as well as product lines with reduced expectations. The Company will continue to incur amortization expense related to the use of acquired and licensed rights to produce various products. A portion of the amortization of these product rights will fluctuate depending on brand activation, related revenues during an annual period and future expectations, as well as rights reaching the end of their useful lives.  The Company currently estimates amortization expense related to the above intangible assets for the next five years to be approximately:

2014
 
$
56,000
 
2015
  
44,000
 
2016
  
36,000
 
2017
  
35,000
 
2018
  
24,000
 


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