<PAGE>
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, 1994
--------------
[ ] 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
May 12, 1994
Common, $.01 par value.............................. 34,676,726 shares
Preferred, $.10 par value........................... 47,619 shares
<PAGE>
TYCO TOYS, INC. AND SUBSIDIARIES
FORM 10-Q
MARCH 31, 1994
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information Page
- ------------------------------ ----
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 1994 and 1993
and December 31, 1993 3
Consolidated Statements of Operations - Quarters
Ended March 31, 1994 and 1993 4
Consolidated Statements of Stockholders' Equity -
Quarter Ended March 31, 1994 and
Year Ended December 31, 1993 5
Consolidated Statements of Cash Flows - Quarters
Ended March 31, 1994 and 1993 6
Notes to Consolidated Financial Statements 7-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-12
Part II. Other Information
- ---------------------------
Item 1. Legal Proceedings 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
- 2 -
<PAGE>
Part I. Financial Information.
Item 1. Financial Statements.
Tyco Toys, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
-----------------
1994 1993 1993
------- ------- ------------
Assets (Unaudited)
<S> <C> <C> <C>
Current assets
Cash and cash equivalents $ 12,826 $ 69,033 $ 32,036
Receivables, net 111,889 103,286 219,232
Inventories, net 105,477 118,405 93,902
Prepaid expenses and other current assets 20,649 21,976 27,187
Deferred taxes 17,651 26,409 16,489
-------- -------- --------
Total current assets 268,492 339,109 388,846
Property and equipment, net 50,707 73,131 50,182
Other assets
Goodwill, net 235,412 236,382 235,824
Deferred taxes 25,635 - 25,635
Other assets 17,020 18,212 14,682
------ ------ ------
Total other assets 278,067 254,594 276,141
------- ------- -------
Total assets $597,266 $666,834 $715,169
======== ======== ========
Liabilities and Stockholders' Equity
Current liabilities
Notes and acceptances payable $ 34,532 $ 16,983 $ 68,963
Current portion of long-term debt 15,205 11,699 15,259
Accounts payable 44,575 29,800 62,602
Accrued expenses and other current liabilities 68,099 88,141 109,681
------ ------ -------
Total current liabilities 162,411 146,623 256,505
Long-term debt, net of current portion 168,787 192,505 179,771
Deferred income taxes and other liabilities 1,503 1,843 1,444
Stockholders' Equity
Preferred Stock, $.10 par value, 1,000,000
shares authorized; none outstanding - - -
Common Stock, $.01 par value, 50,000,000
shares authorized; 34,852,316, 32,257,078
and 34,847,316 shares issued as of
March 31, 1994 and 1993 and as of
December 31, 1993, respectively 347 323 347
Additional paid-in capital 294,523 273,319 294,500
Retained earnings (deficit) (6,077) 66,021 7,298
Treasury stock, at cost; 175,590 shares (1,595) (1,595) (1,595)
Cumulative translation adjustment (22,633) (12,205) (23,101)
------ ------ ------
Total stockholders' equity 264,565 325,863 277,449
------- ------- -------
Total liabilities and stockholders' equity $597,266 $666,834 $715,169
======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
Tyco Toys, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
For the Quarters Ended
March 31,
--------------------------
1994 1993
---- ----
<S> <C> <C>
Net sales $106,791 $100,322
Cost of goods sold 62,570 56,268
------ ------
Gross profit 44,221 44,054
Marketing, advertising and promotion 30,263 28,111
Selling, distribution and administrative expenses 27,896 28,164
Amortization of goodwill 1,520 1,607
----- -----
Total operating expenses 59,679 57,882
------ ------
Operating loss (15,458) (13,828)
Interest and debt expense 6,163 5,396
Foreign exchange (gain) loss 234 487
Other (income) expense, net (1,278) (915)
----- ---
Interest expense and other (income) expense, net 5,119 4,968
----- -----
Loss before income taxes (20,577) (18,796)
Benefit for income taxes (7,202) (5,846)
----- -----
Net loss $(13,375) $(12,950)
====== ======
Net loss per common share:
Primary $(0.39) $ (0.39)
Fully diluted $(0.39) $ (0.39)
Weighted average number of common shares
outstanding:
Primary 34,676 32,831
Fully diluted 34,676 32,831
Dividends per common share $ - $ 0.025
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
Tyco Toys Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
Year ended December 31, 1993
and Three Months Ended March 31, 1994 (Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Common Stock Treasury Stock
------------ --------------
Number Additional Retained Number Cumulative
of Paid-in Earnings of Translation
Shares Amount Capital (Deficit) Shares Amount Adjustment
------ ------ ------- ------- ------ ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992 31,830 $320 $271,417 $ 79,769 176 $(1,595) $(14,670)
Exercise of stock options 170 1 612 - - - -
Exercise of warrants 2,672 26 22,017 - - - -
Foreign currency translation - - - - - - (8,431)
Dividends declared - - - (2,531) - - -
Tax benefit from exercise of
stock options - - 454 - - - -
Net loss - - - (69,940) - - -
------ --- ------ ------ --- ----- ------
Balance at December 31, 1993 34,672 347 294,500 7,298 176 (1,595) (23,101)
Exercise of stock options 5 - 23 - - - -
Foreign currency translation - - - - - - 468
Net loss - - - (13,375) - - -
------ --- ------- ----- --- ----- ------
Balance at March 31, 1994 34,677 $347 $294,523 $ (6,077) 176 $(1,595) $(22,633)
====== === ======= ===== === ===== ======
</TABLE>
See accompanying notes consolidated financial statements.
-5-
<PAGE>
Tyco Toys, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Quarters Ended
March 31,
----------------------
Cash Flows From Operating Activities: 1994 1993
----- -----
<S> <C> <C>
Net loss $(13,375) $(12,950)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 4,137 6,117
Amortization 1,761 1,667
Decrease in allowance for bad debts, returns,
discounts and other receivable reserves (14,167) (27,416)
Decrease in allowance for obsolescence and
other inventory reserves (2,394) (2,371)
Change in assets and liabilities:
Decrease in receivables 123,799 146,452
Increase in inventories (6,809) (21,438)
Decrease in prepaid expenses and other current assets 6,558 7,847
Increase in other assets (3,343) (453)
Decrease in accounts payable (18,627) (30,083)
Decrease in accrued expenses and other current
liabilities (42,223) (34,027)
------ ------
Total adjustments 48,692 46,295
------ ------
Net cash provided by operating activities 35,317 33,345
------ ------
Cash Flows From Investing Activities:
Disposition of property and equipment 327 1,720
Capital expenditures (5,498) (11,129)
----- ------
Net cash utilized by investing activities (5,171) (9,409)
----- -----
Cash Flows From Financing Activities:
Repayment of long-term debt (3,700) (933)
Repayment of notes and acceptances payable (42,431) (6,758)
Proceeds from issuance of common stock 23 1,905
Dividends paid - (798)
------ ---
Net cash utilized by financing activities (46,108) (6,584)
------ -----
Effect of exchange rate changes on cash (3,248) 500
----- ---
Net Increase (Decrease) in Cash and Cash Equivalents (19,210) 17,852
Cash and Cash Equivalents, Beginning of Year 32,036 51,181
------ ------
Cash and Cash Equivalents, End of Period $ 12,826 $ 69,033
======= =======
Cash Payments During Period For:
Interest $ 9,593 $ 7,228
Taxes 210 1,561
</TABLE>
See accompanying notes to consolidated financial statements.
-6-
<PAGE>
TYCO TOYS, INC. AND SUBSIDIARIES
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, 1993 which was filed 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. There was
no cumulative effect on the deferred tax balances as a result of adopting this
pronouncement.
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.
-7-
<PAGE>
TYCO TOYS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
The tax effects of the significant temporary differences giving rise to the
Company's deferred tax assets (liabilities) for the year ended December 31,
1993, which the adoption of SFAS 109 has required the Company to recognize, are
as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
Current:
Sales and product allowances $ 4,790
Co-operative advertising 4,738
Receivable reserves 4,230
Obsolescence reserve 3,934
-----
17,692
Valuation allowance (1,203)
------
$16,489
======
Noncurrent:
Net operating losses $48,461
State temporary differences 10,411
Foreign tax credits 5,269
Depreciation (1,885)
Other 5,983
------
68,239
Valuation allowance (42,604)
------
$25,635
======
</TABLE>
Management has determined, based on the Company's history of earnings from prior
operations (after adjustments for nonrecurring items, restructuring charges and
permanent differences), that the Company will generate sufficient taxable income
in the fifteen-year carryforward period to realize the benefit of the current
and prior year net operating losses. The total net deferred tax assets (both
current and noncurrent) have been reduced by establishing valuation allowances
aggregating $43,807,000. 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 $42,124,000.
The valuation allowances have been established due to management's analysis
indicating that certain tax credit carryforwards and net operating loss
carryforwards, which are limited under the income tax laws, may expire prior to
their full utilization. The valuation allowances include $16,836,000 related to
the preacquisition net operating losses of Matchbox and $174,000 related to the
Company's Belgium subsidiaries. Any subsequently recognized benefits related to
these net operating losses will be allocated to reduce goodwill.
-8-
<PAGE>
TYCO TOYS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
<TABLE>
<CAPTION>
(3) Receivables, Net (in thousands):
----------------
March 31,
-------------- December 31,
1994 1993 1993
---- ---- ------------
<S> <C> <C> <C>
Trade $141,495 $127,928 $262,330
Other receivables 12,893 5,933 13,568
Less:
Doubtful accounts 13,253 10,174 11,201
Returns, discounts and
other reserves 29,246 20,401 45,465
------ ------- -------
$111,889 $103,286 $219,232
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
(4) Inventories, Net (in thousands):
----------------
March 31,
-------------- December 31,
1994 1993 1993
---- ---- ------------
<S> <C> <C> <C>
Raw materials $ 29,207 $ 30,776 $ 27,836
Work-in-process 2,503 3,343 2,355
Finished goods 87,794 95,362 80,132
Less obsolescence and other
reserves 14,027 11,076 16,421
------ ------ ------
$105,477 $118,405 $ 93,902
======= ======= =======
</TABLE>
(5) Legal Proceedings
-----------------
Lego Litigation
- ---------------
Tyco Industries, Inc. (Tyco Industries), a wholly-owned subsidiary of the
Company, has been a defendant in proceedings in Italy, the Netherlands, and in
the Federal Court of Canada in which Interlego A.G. (Lego) has asserted unfair
competition claims. The Company received a favorable ruling in the Italian
proceedings and an appeal has been taken by Lego. An adverse determination in
any of these cases is not, in the opinion of management, likely to have a
material adverse effect on the earnings, financial condition or liquidity of the
Company.
Shareholder Suits
- -----------------
In December 1992, a stockholder filed litigation in federal court in New Jersey
asserting class action claims under the federal securities laws as a result of
the announcement made by the Company on October 21, 1992 relating to its outlook
for earnings.
In December 1993 and January 1994, two additional stockholders filed litigation
in the same court asserting claims under federal and state securities laws as a
result of the Company's financial performance in 1993. Both are class action
cases and they have been consolidated.
-9-
<PAGE>
TYCO TOYS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
The Company's outside counsel is of the opinion that the Company has
substantial and meritorious defenses to these claims and there is a likelihood
that the Company will prevail. Accordingly, it is the opinion of management of
the Company that the outcome of this litigation is not likely to have a material
adverse effect on the earnings, financial condition or liquidity of the Company.
U.S. Customs
- ------------
The U.S. Customs Service has 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 the period 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 is a party to three matters arising out of waste hauled by a
transporter to various sites, including the GEMS Landfill. In litigation
relating directly to remediation of the landfill, Tyco Industries has signed a
Consent Order and Trust Agreement and made a settlement contribution of an
amount not material to Tyco Industries. In another matter, the court has
certified class action claims of homeowners near the GEMS Landfill against
approximately 150 defendants, including Tyco Industries, for various types of
unspecified monetary damages, including punitive damages. In management's
opinion, there are meritorious factual and legal defenses to these claims. In
the third matter, the New Jersey Department of Environmental Protection is
asserting claims for remediation expenses at a different site in Sewell, New
Jersey used as a waste transfer station by the same transporter involved in the
other two matters. In the opinion of management of the Company and its outside
counsel, these three matters are 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 these matters.
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 impact on the
Company's earnings, financial condition or liquidity.
(6) Net Loss Per Share
------------------
Net loss per share was calculated using the weighted average number of shares of
common stock and dilutive common stock equivalents outstanding during the
period. Outstanding options, warrants and convertible debentures were determined
to be anti-dilutive for the quarters ended March 1994 and 1993 and were
therefore excluded from the per share calculations.
-10-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS.
-----------------------------------
Results of Operations
- ---------------------
Net sales for the quarter ended March 31, 1994 were $106,791,000 compared to
$100,322,000 for the same period last year, an increase of 6.4%. The increase
in net sales for the quarter ended March 31, 1994 reflects higher domestic
shipments of Matchbox vehicles, drawing toys and large dolls, partially offset
by lower sales by Tyco International and Tyco Playtime.
Gross profit for the quarter ended March 31, 1994 was $44,221,000 (41.4% of net
sales) compared to $44,054,000 (43.9% of net sales) for the comparable quarter
last year. The reduced gross profit margin for the quarter ended March 31, 1994
is largely due to the timing of shipments of low gross margin products and
substantial sales in 1993 of high margin action figures.
Total operating expenses for the quarter ended March 31, 1994 were $59,679,000
(55.9% of net sales) compared to $57,882,000 (57.7% of net sales) for the same
period last year. The increase is due principally to volume-related expenses.
Total operating expenses expressed as a percentage of net sales are lower for
the quarter ended March 31, 1994 reflecting the Company's continued efforts to
reduce both fixed and variable costs.
Interest and debt expense for the quarter ended March 31, 1994 was $6,163,000
compared to $5,396,000 for the same period last year. The increase reflects
increased borrowings under the Company's credit facilities. Total average debt
for the quarter ended March 31, 1994 was $224,219,000 at an effective interest
rate of 10.9% compared to total average debt of $155,154,000 with an effective
rate of 10.1% for the first quarter of 1993.
The Company recorded a tax benefit of $7,202,000 for the quarter ended
March 31, 1994 compared to $5,846,000 for the same period last year reflecting
a decrease in both domestic and foreign pre-tax income.
The consolidated federal income tax returns of Tyco Toys, Inc. and Subsidiaries
for the fiscal years ended August 31, 1987 through August 31, 1990 have recently
been examined by the Internal Revenue Service. The final outcome of the
examination has been determined and the Internal Revenue Service has issued a
deficiency notice to the Company. The Company has elected to appeal this
determination. Management of the Company believes that the outcome of this
appeal will not materially affect the results of operations (including
realization of net operating loss carryforwards), financial condition or
liquidity of the Company.
-11-
<PAGE>
The net loss for the quarter ended March 31, 1994 was $13,375,000 or $0.39 per
share, compared to $12,950,000 or $0.39 per share for the same period last year
due principally to lower margins and higher interest and debt expense. Average
shares outstanding for 1994 were 34,676,000 compared to 32,831,000 for the same
period during 1993.
Financial Condition
- -------------------
Three Months Ended March 31, 1994
- ---------------------------------
Cash decreased $19,210,000 to $12,826,000 at March 31, 1994 from $32,036,000 at
December 31, 1993 reflecting cash utilized by investing and financing activities
of $51,279,000, partially offset by cash provided by operations of $35,317,000.
The cash generated from the collection of receivables of $123,799,000 was used
primarily to paydown current liabilities by $60,850,000 and to reduce bank
borrowings by $45,831,000.
Three Months Ended March 31, 1994 vs. Three Months Ended March 31, 1993
- -----------------------------------------------------------------------
On a comparative quarterly basis, the first quarter of 1994 reported an
increase in net receivables of $8,603,000 due primarily to increased domestic
sales. Net inventories declined by $12,928,000 primarily due to the Company's
efforts to maintain lower worldwide inventory levels. The decrease of
$20,042,000 in accrued expenses and other current liabilities reflects a
decrease in advertising, royalties, and corporate taxes and the utilization of
the purchase accounting reserves which were established as part of the 1992
acquisitions of Matchbox and Illco.
Equity Financing
- ----------------
In April 1994, the Company issued $50,000,000 of Voting Convertible
Exchangeable Preferred Stock to a group led by Corporate Partners, L.P., an
investment fund affiliated with Lazard Freres and Company. The net proceeds of
approximately $47,000,000 were used to reduce the borrowings under the Company's
credit facility with NationsBank and for general corporate purposes. The
preferred stock will have an annual dividend yield of 6% and is convertible into
Tyco common stock at a price of $10 per share. The preferred stock can be
exchanged at any time for 6% Convertible Subordinated Notes at the Company's
option.
The Company believes that its existing credit facilities and the funds
generated from the equity financing will provide adequate financing for its
current and foreseeable levels of operation.
-12-
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings.
- ------ -----------------
Reference is made to Note 5 of Notes to Consolidated Financial
Statements included in Part I, Item 1 of this report.
Item 5. Other Information.
- ------ -----------------
Board of Directors
------------------
Under the terms of the purchase agreement of the Voting Convertible
Exchangeable Preferred Stock, the holders of the preferred shares are
initially entitled to have two representatives appointed to the
Company's Board of Directors; under certain circumstances the number
of representatives may be increased to four.
Item 6. Exhibits and Reports on Form 8-K.
- ------ --------------------------------
(a) Exhibits.
--------
11. Statements Regarding Computation of Loss Per Share -
Quarters Ended March 31, 1994 and 1993.
(b) Reports on Form 8-K.
-------------------
None.
-13-
<PAGE>
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 12, 1994
------------
By: /s/ Harry J. Pearce
---------------------
Harry J. Pearce
Vice Chairman,
Chief Financial Officer,
and Director
-14-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
11 Statements regarding computation
of loss per share for the quarters
ended March 31, 1994 and 1993. 16-17
</TABLE>
-15-
<PAGE>
Exhibit 11.
<TABLE>
<CAPTION>
Tyco Toys, Inc. and Subsidiaries
Statement Regarding Computation of Loss Per Share
(in thousands, except per share amounts)
For the Quarter Ended
March 31, 1994
----------------------------------------------------------------
As As (1) Fully
Reported Adjustments Primary Reported Adjustments Diluted
-------- ----------- ------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
NET LOSS $(13,375) $ - $(13,375) $(13,375) $ 147 $(13,228)
====== ===== ====== ====== ==== ======
</TABLE>
<TABLE>
<CAPTION>
Fully
SHARES: Primary Diluted
------- -------
<S> <C> <C>
Average shares
outstanding 34,676 34,676
Additional shares
issued assuming
conversion of
debentures (2) - 1,397
------ ------
Total average shares
outstanding 34,676 36,073
====== ======
NET LOSS PER COMMON SHARE (3) $ (0.39) $ (0.37)
==== ====
</TABLE>
Note: Reference is made to Note 6 of Notes to Consolidated Financial Statements
included in Part I, Item 1 of this Report.
(1) Reflects the interest savings, net of taxes from the assumed
conversion (for fully diluted purposes only) of Convertible
Debentures (reference note 2), at the beginning of the year.
(2) Assumes the conversion (for fully diluted earnings per share only)
of the $13,500,000 of 7% Convertible Debentures into common stock
of the Company at a conversion price of $10 per share at the
beginning of the year.
(3) Fully diluted loss per share is not presented in the Consolidated
Statements of Operations since it is anti-dilutive.
-16-
<PAGE>
Exhibit 11.
<TABLE>
<CAPTION>
Tyco Toys, Inc. and Subsidiaries
Statement Regarding Computation of Loss Per Share
(in thousands, except per share amounts)
For the Quarter Ended
March 31, 1993
----------------------------------------------------------------
As As (1) Fully
Reported Adjustments Primary Reported Adjustments Diluted
-------- ----------- ------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
NET LOSS $(12,950) $ - $(12,950) $(12,950) $ 142 $(12,808)
====== ==== ====== ====== ==== ======
</TABLE>
<TABLE>
<CAPTION>
Fully
SHARES: Primary Diluted
------- -------
<S> <C> <C>
Average shares
outstanding 31,907 31,907
Incremental shares issued
assuming exercise of
stock options (2) 924 1,054
Additional shares
issued assuming
conversion of
debentures (3) - 1,350
----- ------
Total average shares
outstanding 32,831 34,311
======= ======
NET LOSS PER COMMON SHARE (4) $ (0.39) $ (0.37)
==== ====
</TABLE>
Note: Reference is made to Note 6 of Notes to Consolidated Financial Statements
included in Part I, Item 1 of this Report.
(1) Reflects the interest savings, net of taxes from the assumed conversion
of Convertible Debentures (reference note 3), at the beginning of the
year.
(2) Reflects the shares issuable upon the assumed conversion of dilutive
stock options into common stock as of the beginning of the
period presented (or date of issuance, if later), net of shares
repurchased with the exercise proceeds.
(3) Assumes the conversion (for fully diluted earnings per share only) of the
$13,500,000 of 7% Convertible Debentures into common stock of the Company
at a conversion price of $10 per share as of the beginning of the year.
(4) Fully diluted loss per share is not presented in the Consolidated
Statements of Operations since it is anti-dilutive.
-17-
