Equity Method Investment

12 Months Ended

Dec. 29, 2024

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investment

Equity Method Investment

The Company owns an interest in a joint venture, Discovery Family Channel (“DFC”), with Warner Bros. Discovery, Inc. ("WBD"). The Company has determined that it does not meet the control requirements to consolidate DFC and accounts for the investment using the equity method of accounting. DFC was established to create a cable television network in the United States dedicated to high-quality children’s and family entertainment. In October 2009, the Company purchased an initial 50% share in DFC for a payment of $300.0 million and certain future tax payments based on the value of certain tax benefits expected to be received by the Company. On September 23,

2014, the Company and WBD amended their relationship with respect to DFC and WBD increased its equity interest in DFC to 60% while the Company retained a 40% equity interest in DFC.

In connection with the September 23, 2014 amendment, the Company and WBD entered into an option agreement to acquire the Company’s remaining 40% ownership in DFC, exercisable during the one-year period following December 31, 2021. During 2022, the Company and WBD further amended the agreement by extending the option exercise window through March 2025. As of December 29, 2024, neither party had exercised the option or put right to require WBD to acquire the Company's remaining ownership in DFC. The exercise price of the option agreement is based upon 80% of the then fair market value of DFC, subject to a fair market value floor. At December 29, 2024, the fair market value of this option was zero. At December 31, 2023, the fair market value of this option was $1.7 million and was included as a component of Other liabilities. During 2024, the Company recorded a gain of $1.8 million in Other expense (income), net relating to the change in fair value of this option. There were no material changes to the option's value in 2023 and 2022.

During the fourth quarter of 2024 and 2023, the Company reviewed its investment in DFC for an other than temporary decline in value of the investment due to decreases in forecasted revenues. The Company determined that the fair value of the Company's interest in the joint venture was less than its carrying value, and as such, recorded an impairment loss of $80.0 million and $1.3 million, respectively, which is included in Other expense (income), net in the consolidated statements of operations. As of December 29, 2024 and December 31, 2023, the Company’s investment in DFC totaled $5.6 million and $102.0 million, respectively.

The Company utilized the discounted cash flow method under the income approach to estimate the fair value of DFC, which requires assumptions and estimates that include: future annual cash flows, income tax rates, discount rates, estimated growth rates, and other market factors. Accelerating changes in the cable distribution industry, including technological changes and expanding options for digital content offerings, has resulted in the fragmentation of viewership, declines in subscribers to the traditional cable bundle, and pricing pressures. These factors led to the lower valuation of DFC as compared to its carrying value.

The Company’s share in the earnings of DFC for the years ended 2024, 2023 and 2022 totaled $9.4 million, $10.9 million and $8.1 million, respectively, and is included as a component of Other expense, net in the Consolidated Statements of Operations. The Company did not enter into any other material transactions with DFC during 2024, 2023 and 2022.

The Company also has a related liability due to WBD under the existing tax sharing agreement. The balance of the associated liability, including imputed interest, was $3.0 million and $9.0 million at December 29, 2024 and December 31, 2023, respectively, and is included as a component of Other liabilities in the accompanying Consolidated Balance Sheets. During 2024, 2023 and 2022, the Company made payments to WBD under this tax sharing agreement in the amount of $6.7 million, $5.7 million and $5.4 million, respectively. See Note 20, Commitments and Contingencies, for more information on estimated future payments in relation to the Company's tax sharing agreement.