-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ERdnrd5MJv7D1BRJKvTmoSyVdlhXbpTbHyoJnuD+/VbVeY1jYJq/uaW5RpJZeR+P RBD+wcmwMnIBd7KeDzhnWA== 0000950116-96-000404.txt : 19960517 0000950116-96-000404.hdr.sgml : 19960517 ACCESSION NUMBER: 0000950116-96-000404 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960329 FILED AS OF DATE: 19960515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO TOYS INC CENTRAL INDEX KEY: 0000786130 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 133319358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09357 FILM NUMBER: 96567178 BUSINESS ADDRESS: STREET 1: 6000 MIDLANTIC DR CITY: MT LAUREL STATE: NJ ZIP: 08054-1516 BUSINESS PHONE: 6092347400 MAIL ADDRESS: STREET 1: BAER MARKKS & UPHAM STREET 2: 805 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 10-Q 1 SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended March 31, 1996 --------------- / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to ---------- ---------- Commission File Number 1-9357 ------ TYCO TOYS, INC. - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 13-3319358 - ------------------------ ------------------- (State of incorporation) (I.R.S. Employer Identification No.) 6000 Midlantic Drive, Mt. Laurel, New Jersey 08054 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (609) 234-7400 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report. 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, and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- ------- Number of shares outstanding of each class of Registrant's Stock as of April 30, 1996 Common, $.01 par value.............................34,826,668 shares Preferred, $.10 par value..............................53,631 shares TYCO TOYS, INC. FORM 10-Q MARCH 31, 1996 INDEX Part I. Financial Information Page - ------------------------------- ---- Item 1. Financial Statements Consolidated Balance Sheets - March 31, 1996 and 1995 and December 31, 1995 3 Consolidated Statements of Operations - For the Quarters Ended March 31, 1996 and 1995 4 Consolidated Statements of Stockholders' Equity - For the Three Months Ended March 31, 1996 and for the Year Ended December 31, 1995 5 Consolidated Statements of Cash Flows - For the Three Months Ended March 31, 1996 and 1995 6 Notes to Consolidated Financial Statements 7-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-13 Part II. Other Information - --------------------------- Item 1. Legal Proceedings 13 Item 6. Exhibits and Reports on Form 8-K 13 Part I. Financial Information. Item 1. Financial Statements. Tyco Toys, Inc. Consolidated Balance Sheets (in thousands, except share amounts)
March 31, December 31, --------------------------- ------------ 1996 1995 1995 ---------- --------- ---------- (Unaudited) ASSETS - ------ Current assets Cash and cash equivalents $ 9,880 $ 13,280 $ 27,604 Receivables, net 108,529 132,658 187,503 Inventories, net 59,757 74,070 56,710 Prepaid expenses and other current assets 17,343 23,514 19,738 Deferred taxes 13,007 17,275 13,008 -------- -------- -------- Total current assets 208,516 260,797 304,563 Property and equipment, net 33,147 46,498 33,021 Goodwill, net of accumulated amortization 224,282 231,010 226,112 Deferred taxes 34,030 27,998 28,560 Other assets 21,985 21,660 22,876 -------- -------- -------- Total assets $521,960 $587,963 $615,132 ======== ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities Notes payable $ 35,468 $ 37,008 $ 60,923 Current portion of long-term debt 942 1,123 1,053 Accounts payable 21,493 36,002 45,557 Accrued expenses and other current liabilities 59,574 76,418 93,179 -------- -------- -------- Total current liabilities 117,477 150,551 200,712 Long-term debt 147,057 147,359 147,180 Other liabilities 2,151 2,371 1,900 Stockholders' equity Preferred stock, Series B $.10 par value, $1,050 liquidation value per share, 1,000,000 shares authorized; 52,839, 49,789 and 52,059 shares issued and outstanding as of March 31, 1996 and 1995 and December 31, 1995, respectively 5 5 5 Common stock, $.01 par value, 75,000,000 shares authorized; 35,017,158, 34,933,516 and 35,017,158 shares issued as of March 31, 1996 and 1995 and December 31, 1995, respectively 350 349 350 Additional paid-in capital 347,852 344,067 347,033 Accumulated deficit (69,285) (35,285) (58,261) Treasury stock, at cost (1,676) (1,595) (1,676) Cumulative translation adjustment (21,971) (19,859) (22,111) ------- -------- -------- Total stockholders' equity 255,275 287,682 265,340 ------- ------- ------- Total liabilities and stockholders' equity $521,960 $587,963 $615,132 ======== ======== ========
See accompanying notes to consolidated financial statements. Tyco Toys, Inc. Consolidated Statements of Operations (in thousands, except per share amounts) (Unaudited)
For the Quarters Ended March 31, --------------------------- 1996 1995 ------- ------- Net sales $ 95,768 $116,060 Cost of goods sold 55,133 66,957 --------- -------- Gross profit 40,635 49,103 --------- -------- Marketing, advertising and promotion 24,967 28,868 Selling, distribution and administrative expenses 25,047 27,399 Amortization of goodwill 1,607 1,593 --------- -------- Total operating expenses 51,621 57,860 --------- -------- Operating loss (10,986) (8,757) Interest expense, net 5,276 5,865 Other income, net (574) (4,329) --------- -------- Loss before income taxes (15,688) (10,293) Income tax benefit (5,491) (3,624) --------- -------- Net loss (10,197) (6,669) Preferred stock dividends 827 784 --------- -------- Net loss applicable to common shareholders $(11,024) $ (7,453) ========= ========== Net loss per common share $ (0.32) $ (0.21) Weighted average number of common shares outstanding 34,827 34,757
See accompanying notes to consolidated financial statements. Tyco Toys, Inc.. Consolidated Statements of Stockholders' Equity For the three months ended March 31, 1996 (Unaudited) and for the year ended December 31, 1995 (in thousands, except share data)
Preferred Stock Common Stock Additional ---------------------- ----------------------- Paid - In Accumulated Shares Amount Shares Amount Capital Deficit - ---------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1994 49,055 $5 34,893,516 $349 $343,213 $(27,832) Issuance of restricted stock - - 42,342 - 338 - Exercise of stock options - - 81,300 1 328 - Acquisition of treasury stock - - - - - - Preferred stock dividends 3,004 - - - 3,154 (3,200) Foreign currency translation adjustment - - - - - - Net Loss - - - - - (27,229) - ---------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1995 52,059 5 35,017,158 350 347,033 (58,261) Preferred stock dividends 780 - - - 819 (827) Foreign currency translation adjustment - - - - - - Net loss - - - - - (10,197) - ---------------------------------------------------------------------------------------------------------------------- Balance at March 31, 1996 52,839 $5 35,017,158 $350 $347,852 $(69,285) ======================================================================================================================
(RESTUBBED TABLE)
Treasury Stock Cumulative ------------------- Translation Shares Amount Adjustment Total - ---------------------------------------------------------------------------------------- Balance at December 31, 1994 (175,590) $(1,595) $(17,908) $296,232 Issuance of restricted stock - - - 338 Exercise of stock options - - - 329 Acquisition of treasury stock (14,900) (81) - (81) Preferred stock dividends - - - (46) Foreign currency translation adjustment - - (4,203) (4,203) Net Loss - - - (27,229) - ----------------------------------------------------------------------------------------- Balance at December 31, 1995 (190,490) (1,676) (22,111) 265,340 Preferred stock dividends - - - (8) Foreign currency translation adjustment - - 140 140 Net loss - - - (10,197) - ----------------------------------------------------------------------------------------- Balance at March 31, 1996 (190,490) $(1,676) $(21,971) $255,275 ========================================================================================
See accompanying notes to consolidated financial statements. Tyco Toys, Inc. Consolidated Statements of Cash Flows For the Three Months Ended March 31, 1996 and 1995 (Unaudited) (in thousands)
1996 1995 ---- ---- Cash Flows From Operating Activities: Net loss $(10,197) $ (6,669) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 4,809 5,750 Amortization 2,409 2,722 Decrease in allowance for bad debts, returns, markdowns, discounts and other receivable reserves (22,983) (19,471) Increase (decrease) in allowance for obsolescence and other inventory reserves (2,542) 48 Change in assets and liabilities: Decrease in receivables 102,080 98,941 Increase in inventories (391) (9,511) Decrease in prepaid expenses and other current assets 2,406 2,425 Increase in deferred taxes (5,486) (4,310) (Increase) decrease in other assets 89 (1,217) Decrease in accounts payable (23,648) (15,091) Decrease in accrued expenses and other current liabilities (34,128) (18,251) Increase in other liabilities 285 198 -------- -------- Total adjustments 22,900 42,233 -------- -------- Net cash provided by operating activities 12,703 35,564 -------- -------- Cash Flows From Investing Activities: Disposition of property and equipment - 98 Capital expenditures (4,960) (4,078) Acquisition - (1,144) -------- -------- Net cash utilized by investing activities (4,960) (5,124) -------- -------- Cash Flows From Financing Activities: Financing costs -- (4,545) Repayment of long-term debt (137) (201) Repayment of notes payable, net (25,406) (41,946) -------- -------- Net cash utilized by financing activities (25,543) (46,692) -------- -------- Effect of exchange rate changes on cash 76 (944) -------- -------- Net Decrease in Cash and Cash Equivalents (17,724) (17,196) Cash and Cash Equivalents, Beginning of Year 27,604 30,476 -------- -------- Cash and Cash Equivalents, End of Period $ 9,880 $ 13,280 ======== ======== Cash Payments During Period For: Interest $ 7,985 $ 9,946 Taxes 3,044 150 See accompanying notes to consolidated financial statements.
TYCO TOYS, INC. Notes to Consolidated Financial Statements (Unaudited) (1) Basis of Presentation --------------------- The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The consolidated financial statements include the accounts of Tyco Toys, Inc. (the Company, Tyco or Tyco Toys) and its subsidiaries. All intercompany transactions have been eliminated in consolidation. Investments in unconsolidated joint ventures and other companies are accounted for on the equity method or cost basis depending upon the level of the investment and/or the Company's ability to exercise influence over operating and financial policies. In the opinion of management, all adjustments (consisting of a normal recurring nature) considered necessary for a fair presentation of results for interim periods have been made. Certain items in the prior period's financial statements have been reclassified to conform with the current year's presentation. Due to the seasonal nature of the Company's business, the results of operations for the interim periods are not necessarily indicative of the results for a full year. The unaudited financial statements herein should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 1995 which is on file with the Securities and Exchange Commission. (2) Accounting For Income Taxes --------------------------- The Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109), effective January 1, 1993. In accordance with SFAS 109, deferred income taxes reflect the impact of temporary differences between values recorded for assets and liabilities for financial reporting purposes and the values utilized for measurement in accordance with current tax laws. SFAS 109 requires the Company to record the net deferred tax benefits of net operating loss and tax credit carryforwards, if realization is more likely than not. Management believes, considering all available evidence, including the Company's history of earnings from prior years (after adjustments for nonrecurring items, restructuring charges and permanent differences and other appropriate adjustments) and after considering appropriate tax planning strategies, it is more likely than not that the Company will generate sufficient taxable income in the appropriate carryforward periods to realize the benefit of certain net operating losses and future deductible temporary differences. The total net deferred tax assets (both current and noncurrent) have been reduced to the amount management considers realizable by establishing valuation allowances aggregating $82,207,000. Based on the weight of available evidence, management has concluded that more likely than not, its future taxable income will be sufficient to support the current recognition of the total net deferred tax assets of $47,037,000. The valuation allowances have been established due to management's analysis indicating that certain tax credit and net operating loss carryforwards, which are limited under the income tax laws, may expire prior to their full utilization. The valuation allowances include $16,168,000 related to the preacquisition net operating losses of Matchbox. Any subsequently recognized benefits related to these net operating losses will be allocated to reduce goodwill. TYCO TOYS, INC. Notes to Consolidated Financial Statements (Unaudited) (3) Receivables, Net (in thousands): ----------------
March 31, --------------------- December 31, 1996 1995 1995 --------------------- ------------ Trade receivables $135,640 $151,177 $237,041 Other receivables 5,630 12,791 6,186 Less: Doubtful accounts 5,430 4,549 6,052 Returns, markdowns, discounts and other reserves 27,311 26,761 49,672 -------- -------- -------- $108,529 $132,658 $187,503 ======== ======== ========
(4) Inventories, Net (in thousands): ----------------
March 31, --------------------- December 31, 1996 1995 1995 --------------------- ------------ Raw materials $13,760 $15,868 $ 15,483 Work-in-process 1,641 2,331 1,534 Finished goods 49,682 68,891 47,561 Less obsolescence and other reserves 5,326 13,020 7,868 ------- ------ ------- $59,757 $74,070 $56,710 ====== ====== ======
TYCO TOYS, INC. Notes to Consolidated Financial Statements (Unaudited) (5) Legal Proceedings ----------------- Italian Litigation - ------------------ In 1994, court action was initiated against the Company in Milan, Italy by a plaintiff who is the former managing director of the Company's Italian subsidiary; the claims alleged breach of a letter of intent for the sale of the subsidiary. The Company has received a favorable ruling in this litigation, and the Milan Tribunal assessed damages, certain costs, and attorney's fees against the plaintiff, but in the opinion of the management and its outside counsel such appeal, if pursued, is not likely to have a material adverse impact on the Company's earnings, financial condition or liquidity. U.S. Customs - ------------ In 1992, the U.S. Customs Service issued a penalty notice of an assessment for lost duty in the amount of $1,500,000, penalties for gross negligence of $5,800,000, and penalties for fraud of $5,600,000. All of the claims arise from activities of the Company's View-Master subsidiary for periods prior to its acquisition by the Company in 1989. Management and the Company's outside counsel are of the opinion that the Company has legal and factual defenses to the penalty claims made by the U.S. Customs Service, and that the outcome of the proceedings relating to these claims, which proceedings may be protracted, are not likely to have a material adverse impact on the earnings, financial condition or liquidity of the Company. Environmental Litigation - ------------------------ Tyco Industries, a subsidiary of the Company, has been a party to three matters arising out of waste hauled by a transporter to various sites, including the GEMS Landfill. Two of the matters have been settled for monetary amounts that were not material to Tyco Industries. The third matter, a claim by the New Jersey Department of Environmental Protection for a share of remediation costs at a different site in Sewell, New Jersey, is still pending, but the Company believes that there are meritorious factual and legal defenses to this claim and that its share of a negotiated settlement will not be material to the Company. In the opinion of management of the Company and its outside counsel, this is not likely to have a material adverse impact on the earnings, financial condition or liquidity of the Company. In addition, the Company will receive a contribution from a third party towards certain expenses in this matter. Other Litigation - ---------------- The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's earnings, financial condition or liquidity. TYCO TOYS, INC. Notes to Consolidated Financial Statements (Unaudited) (6) Net Loss Per Share ------------------ Net loss per share is computed by dividing the loss applicable to common shareholders by the weighted average number of common and common equivalent shares outstanding during the quarter. Outstanding options, and the Company's convertible notes and preferred securities were determined to be anti-dilutive for the quarters ended March 31, 1996 and 1995 and were therefore excluded from the per share calculations. (7) Subsequent Event ---------------- On May 8, 1996, the Company filed a Registration Statement with the Securities and Exchange Commission in connection with a public offering of $75,000,000 of Series C Mandatorily Convertible Redeemable Preferred Stock. The net proceeds of the proposed offering will be used to reduce the Company's short-term borrowings and for working capital and general corporate purposes. The offering is being underwritten by Donaldson, Lufkin & Jenrette Securities Corporation and Lazard Freres & Company, LLC. Item 2. Management Discussion and Analysis of Financial ----------------------------------------------- Condition and Results of Operations. ------------------------------------ Results of Operations - --------------------- Net sales for the quarter ended March 31, 1996 were $95,768,000 compared to $116,060,000 for the same period last year. The decrease in first quarter sales was attributable to the discontinuance of certain 1995 product categories, in particular, action figures, small dolls and videos in conjunction with the Company's focus on core product lines. Additionally, many new 1996 products, such as Tyco VideoCam(TM), Kitchen Littles(TM) as well as Radio Control toys and Matchbox(R) playsets are scheduled to ship later in the year and did not contribute to the first quarter results. Sales for the Company's Domestic unit were $60,857,000 in 1996 compared to $74,136,000 in the prior year. The decrease in sales was solely attributable to the discontinued product categories described above. International sales decreased $5,613,000 to $27,912,000. This reduction was primarily due to the discontinuance of certain action figure categories in 1996. Preschool sales of $8,049,000 were approximately $700,000 below 1995. Sales for 1995 included approximately $1,500,000 of lower margin non-preschool products. As part of the Company's 1995 restructuring, the marketing of certain non-preschool products was transferred to the Company's Domestic operations. Sales of these transferred non-preschool products included in the Company's 1996 Domestic operations were not material to the first quarter domestic results. Gross profit for the quarter ended March 31, 1996 was $40,635,000 (42.4% of net sales) compared to $49,103,000 (42.3% of net sales) for the comparable quarter last year reflecting the reduction in sales volume. Gross profit as a percent of net sales remained relatively constant in the Company's Domestic and International units. Direct Import margins improved by 6% in 1996 compared to the 1995 quarter. Approximately one-half of the increase is attributable to reduced depreciation and the remainder is due to an improved product mix resulting from the exclusion of non-preschool products in the 1996 results. Total operating expenses for the quarter ended March 31, 1996 were $51,621,000 compared to $57,860,000 for the same period last year. In the Domestic business unit, operating expenses were reduced by approximately $2,500,000 primarily reflecting reduced marketing expenses associated with lower sales volume. Operating expenses in the International and Preschool units decreased by approximately $2,800,000 and $600,000, respectively, from 1995, primarily reflecting the effects of the Company's restructuring programs. Interest expense, net, for the quarter ended March 31, 1996 was $5,276,000 compared to $5,865,000 for the same period last year. The decrease reflects substantially lower average borrowings, partially offset by slightly higher effective borrowing rates, including the amortization of financing costs. Total average borrowings for the quarter ended March 31, 1996 were $181,536,000 at an average borrowing rate of 10.9% compared to total average borrowings of $205,774,000 at an average rate of 10.5% for the first quarter of 1995. Excluding long-term debt, average short-term borrowings were $33,501,000 and $58,932,000 during 1996 and 1995, respectively. Included in other income for 1996 is a net foreign currency gain of $553,000 compared to a gain of $1,355,000 in the prior year. Other income for 1995 also included a pre-tax profit of approximately $2,500,000 from the sale of the Company's distribution rights for the Kidsongs Music Video line. The Company recorded an income tax benefit of $5,491,000 for the quarter ended March 31, 1996 compared to $3,624,000 for the same period last year, reflecting the same overall effective rate applied to the increase in consolidated pre-tax losses. The consolidated federal income tax returns of Tyco Toys, Inc. for the fiscal years ended December 31, 1990 through December 31, 1993 are presently being examined by the Internal Revenue Service. While the final outcome of this examination is not determinable at this time, management of the Company believes that any proposed adjustments, if sustained, will not materially affect the financial condition, results of operations (including realization of net operating loss carryforwards) or liquidity of the Company. Financial Condition and Liquidity - --------------------------------- Three Months Ended March 31, 1996 - --------------------------------- For the quarter ended March 31, 1996, cash and cash equivalents decreased $17,724,000 to $9,880,000. Contributing to the $12,703,000 generation of cash from operating activities was the seasonal reduction of receivables ($79,097,000) and payables and accruals ($57,776,000) which were offset by the 1996 first quarter loss of $10,197,000. Cash on hand and cash from operations was primarily used to reduce short-term debt of $25,406,000 and to purchase fixed assets of $4,960,000. The Company has the following sources of liquidity to support the cyclical working capital requirements of its business: existing cash balances and related interest earnings, internally-generated funds, available borrowings under its existing credit facilities, and proceeds from potential equity or debt offerings. The Company believes that its existing credit facilities and internally-generated funds will provide adequate financing for its current and foreseeable levels of operation. Offering - -------- On May 8, 1996, the Company filed a Registration Statement with the Securities and Exchange Commission in connection with a public offering of $75,000,000 of Series C Mandatorily Convertible Redeemable Preferred Stock. The net proceeds of the proposed offering will be used to reduce the Company's short-term borrowings and for working capital and general corporate purposes. The offering is being underwritten by Donaldson, Lufkin & Jenrette Securities Corporation and Lazard Freres & Company, LLC. Credit Facility - --------------- During the fourth quarter of 1995, the Company was not in compliance with certain financial covenants under its credit facilities and received waivers from General Electric Capital Corporation and affiliates. The Company has amended these credit facilities to reflect revisions to its financial covenants. As a result of the amendment, the interest rate on the facilities was increased by .25% beginning in 1996. Dividends - --------- The Company's credit facilities restrict the Company's ability to pay cash dividends on capital stock until the Company achieves a defined level of tangible net worth. The terms of the 6% Series B Voting Convertible Exchangeable Preferred Stock, the 10.125% Senior Subordinated Notes and the 7% Convertible Subordinated Notes also have limitations on the payment of cash dividends. The Company, during the first quarter of 1996 and 1995, issued additional shares of Preferred Stock in lieu of cash dividends valued at $827,000 and $784,000, respectively. Part II. Other Information. Item 1. Legal Proceedings. ------------------ Reference is made to note 5 of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report. Item 6. Exhibits and Reports on Form 8-K. --------------------------------- (a) Exhibits. --------- 11. Statement Regarding Computation of Per Share Loss - Quarters Ended March 31, 1996 and 1995. (b) Reports on Form 8-K. -------------------- None. SIGNATURE 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. TYCO TOYS, INC. --------------- Registrant Date: May 10, 1996 By: /s/ Harry J. Pearce ------------ ------------------- Harry J. Pearce Vice Chairman, Chief Financial Officer, and Director EXHIBIT INDEX -------------- Exhibit No. Description Page 11 Statement Regarding Computation of Per Share Loss for the Quarters ended March 31, 1996 and 1995. 16 EX-11 2 COMPUTATION OF PER SHARE LOSS Exhibit 11 Tyco Toys, Inc. Computation of Per Share Loss (in thousands, except per share amounts)
Quarters Ended March 31, ---------------------------- 1996 1995 ---- ---- Primary Loss Per Share: 1. Net loss $(10,197) $ (6,669) 2. Less preferred dividends 827 784 -------- ---------- 3. Net loss applicable to common shareholders $(11,024) $ (7,453) ======== ========== 4. Weighted average shares outstanding 34,827 34,757 5. Add additional shares issuable upon the assumed exercise of outstanding stock options * - - -------- ---------- 6. Adjusted weighted average shares outstanding 34,827 34,757 ======== ========== 7. Net loss per share (3 / 6) $ (0.32) $ (0.21) ======== ========== Fully Diluted Loss Per Share: 8. Line 3 above $(11,024) $ (7,453) 9. Add back preferred dividends (line 2) 827 784 10. Add back interest, net of tax, on assumed conversion of the Company's 7% Convertible Subordinated Notes 182 169 -------- ---------- 11. Adjusted net loss $(10,015) $ (6,500) ======== ========== 12. Weighted average shares outstanding (line 4) 34,827 34,757 13. Add additional shares issuable upon the assumed exercise of outstanding stock options* -- -- 14. Add additional shares issuable upon assumed conversion of the Company's 7% Convertible Subordinated Notes 1,603 1,497 15. Add additional shares issuable upon assumed conversion of the Company's Convertible Preferred Stock 5,517 4,965 -------- ---------- 16. Adjusted weighted average shares outstanding 41,947 41,219 ======== ========== 17. Net loss per share (11/16) ** $ (0.24) $ (0.16) ======== ==========
* For the calculation of loss per share, the inclusion of the assumed exercise of options for the periods presented was anti-dilutive and, therefore, such assumed exercise has been excluded from the per share calculations. ** Fully diluted loss per share is not presented in the Consolidated Statements of Operations as the assumed conversions of the Company's Preferred Securities and Convertible Subordinated Notes were anti-dilutive for the periods presented. EX-27 3 FINANCIAL DATA SCHEDULE
5 0000786130 TYCO TOYS INC. 1,000 U.S. DOLLARS 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 1 9,880 0 141,270 32,741 59,757 208,516 141,702 108,555 521,960 117,477 142,534 0 52,484 295,723 (92,932) 521,960 95,768 95,768 55,133 51,043 (574) 578 5,276 (15,688) (5,491) (10,197) 0 0 0 (10,197) $(0.32) $(0.32)
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