UNITED STATES SECURITIES AND 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 quarterly period ended June 30, 1996
OR
[ ] 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 1-13638
TOY BIZ, INC.
- -----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3711775
- -----------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
333 EAST 38TH STREET, NEW YORK, NY 10016
- -----------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
212-682-4700
-----------------------------------------------------------------------
(Registrant's telephone number, including area code)
- -----------------------------------------------------------------------
(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 (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
At August 13, 1996, the number of outstanding shares of the registrant's common
stock, par value $.01 per share, was 20,348,794 shares of Class A Common Stock
and 7,394,000 shares of Class B Common Stock, totaling 27,742,794 shares of
Common Stock.
<PAGE>
TOY BIZ, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995 *
(UNAUDITED)
----------- ---------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents......................... $7,674 $22,484
Accounts receivable, net.......................... 71,703 74,748
Inventories....................................... 20,813 17,195
Deferred income taxes............................. 4,141 4,141
Prepaid expenses and other........................ 8,495 4,476
----------- -------------
Total current assets........................... 112,826 123,044
Molds, tools and equipment, net..................... 14,461 12,102
Product and package design costs, net............... 9,853 6,971
Goodwill and other intangibles, net................. 10,139 10,101
----------- -------------
Total assets................................... $147,279 $152,218
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................. $7,151 $8,830
Accrued expenses and other........................ 19,015 29,040
----------- -------------
Total current liabilities...................... 26,166 37,870
----------- -------------
Total liabilities.............................. 26,166 37,870
----------- -------------
Redeemable preferred stock.......................... 1,634 3,016
----------- -------------
Stockholders' equity:
Common stock...................................... 270 270
Additional paid-in capital........................ 61,538 61,158
Retained earnings................................. 57,671 49,904
----------- -------------
Total stockholders' equity..................... 119,479 111,332
----------- -------------
Total liabilities and stockholders' equity...... $147,279 $152,218
=========== =============
</TABLE>
* Derived from the audited Financial Statements
for the year ended December 31, 1995.
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
2
<PAGE>
TOY BIZ, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------------------------- ------------------------------
1996 1995 1996 1995
----------------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
Net sales................................. $45,814 $30,435 $84,183 $58,323
Cost of sales............................. 22,939 12,015 42,672 25,413
----------------- - ------------ ------------- ---------
Gross profit.............................. 22,875 18,420 41,511 32,910
Operating expenses:
Selling, general and administrative..... 12,961 9,145 24,330 16,862
Depreciation and amortization........... 2,442 2,294 4,586 3,989
----------------- ------------ ------------- ---------
Total operating expenses............. 15,403 11,439 28,916 20,851
----------------- ------------ ------------- ---------
Operating income.......................... 7,472 6,981 12,595 12,059
Interest income, net...................... 184 346 350 113
----------------- ------------ ------------- ---------
Income before provision for income taxes 7,656 7,327 12,945 12,172
Provision for income taxes.............. 3,062 3,004 5,178 4,990
----------------- ------------ ------------- ---------
Net income................................ $4,594 $4,323 $7,767 $7,182
================= =========== ============= =========
Earnings per share........................ $0.17 $0.16 $0.28 $0.27
Weighted average number of common
and common equivalent shares
outstanding, (in thousands)............. 27,134 27,000 27,168 27,017
================ ========== ============= =========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
3
<PAGE>
TOY BIZ, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
SIX MONTHS
ENDED JUNE 30,
------------------------
1996 1995
--------- ------------
Cash flows from operating activities:
Net income.......................................... $7,767 $7,182
--------- ------------
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization.................... 4,586 3,989
Changes in assets and liabilities:
Decrease in accounts receivable, net............ 3,045 23,603
Increase in inventories......................... (3,618) (2,355)
Increase in prepaid expenses and other.......... (4,019) (2,666)
Decrease in accounts payable.................... (1,679) (3,578)
Decrease in accrued expenses and other.......... (10,025) (7,838)
--------- ------------
Total adjustments................................... (11,710) 11,155
--------- ------------
Net cash (used in) provided by operating
activities.................................. (3,943) 18,337
--------- ------------
Cash flows from investing activities:
Purchases of molds, tools and equipment........... (5,297) (4,643)
Expenditures for product and package design costs. (4,392) (2,820)
Other investments................................. (176) (31)
--------- ------------
Net cash used in investing activities.......... (9,865) (7,494)
--------- ------------
Cash flows from financing activities:
Redemption of preferred stock..................... (1,440) --
Exercise of stock options......................... 438 --
Proceeds from initial public offering............. -- 44,223
Net repayments under credit agreement............. -- (21,500)
Notes payable - stockholders...................... -- (15,119)
--------- ------------
Net cash (used in) provided by financing
activities................................... (1,002) 7,604
--------- ------------
Net (decrease) increase in cash..................... (14,810) 18,447
Cash and cash equivalents at beginning of period.... 22,484 4,142
--------- ------------
Cash and cash equivalents at end of period.......... $7,674 $22,589
========= ============
Supplemental disclosures of cash flow information:
Interest paid during the period.................. $28 $2,306
Income taxes paid during the period.............. $8,460 $7,110
Other non-cash transactions:
Accretion of preferred dividend................... $58 --
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
4
<PAGE>
TOY BIZ, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
1. BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed
consolidated financial statements of Toy Biz, Inc. and its
subsidiary (collectively, the "Company") have been prepared
in accordance with generally accepted accounting
principles for interim financial information and with the
instruction to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting
principles for complete financial statements. In the
opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. For further information,
refer to the consolidated financial statements and
footnotes thereto contained in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995,
as filed with the Securities and Exchange Commission.
2.INITIAL PUBLIC OFFERING AND CAPITAL STOCK
On March 2, 1995, the Company completed
an initial public offering ("IPO") by issuing 2,750,000
new shares of its Class A Common Stock ("Class A Common
Stock" and collectively with the Class B Common Stock, the
"Common Stock") at $18 per share. The net proceeds to the
Company of $44,145, after deducting fees and expenses,
were used to pay outstanding amounts due under
subordinated notes which totalled $15,119 in principal and
$1,961 in interest, with the balance used for working
capital and general corporate purposes.
3.ACQUISITION
On September 11, 1995, pursuant to an
Asset Purchase Agreement dated as of August 17, 1995, as
amended, between the Company and Spectra Star, Inc.
("Spectra Star"), the Company acquired certain assets and
assumed certain liabilities of Spectra Star (the
"Acquisition"). The purchase price, including fees related
to the Acquisition, totaled approximately $13.6 million,
consisting of approximately $10.6 million of cash and
assumed liabilities and the issuance of a maximum of
130,303 shares of Series A Preferred Stock (the "Preferred
Stock") with a maximum redemption value of $4.3 million.
The Preferred Stock is convertible at any time after March
10, 1996 at the option of the holders into 130,303 shares
of Class A Common Stock or cash at the then present value
of the Preferred Stock. Through June 30, 1996, 53,030
shares of the Preferred Stock were redeemed for cash at an
aggregate present value of approximately $1.4 million. The
present value of the remaining Preferred Stock was
approximately $1.6 million as of June 30, 1996. The
Company utilized available cash to finance the Acquisition
and to redeem the Preferred Stock.
The Acquisition was accounted for using the purchase method of
accounting. Based on a preliminary allocation of purchase price, the fair
value of the assets acquired is summarized below.
Current assets......................................... $3,470
Noncurrent assets...................................... 521
Intangibles.............................................. 9,566
-------
$13,557
=======
5
<PAGE>
TOY BIZ, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
3.ACQUISITION (CONTINUED)
The following unaudited pro forma
consolidated financial information gives effect to the
Acquisition as if it occurred at the beginning of the
period presented. These pro forma results include certain
adjustments, such as increased amortization, decreased
interest expense and the elimination of a discontinued
product line, and are not necessarily indicative of what
results would have been had the Acquisition occurred at the
beginning of the period.
Six Months Ended
June 30, 1995
-------------
Net sales................. $70,269
Net income................ $6,787
Earnings per share........ $0.25
4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS
JUNE 30, DECEMBER 31,
1996 1995
-------------- --------------
Accounts receivable, net:
Accounts receivable................. $77,689 $86,019
Less allowances..................... (5,986) (11,271)
------------ -----------
Total........................... $71,703 $74,748
============ ===========
Inventories:
Finished goods, net................. $17,182 $13,504
Component parts, raw materials and
work-in-process.................. 3,631 3,691
------------ -----------
Total........................... $20,813 $17,195
============ ===========
Goodwill and other intangibles, net:
Goodwill. .......................... $9,815 $9,815
Patents and other intangibles....... 585 409
Less accumulated amortization....... (261) (123)
------------ -----------
Total........................... $10,139 $10,101
============ ===========
6
<PAGE>
TOY BIZ, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS (CONTINUED)
JUNE 30, DECEMBER 31,
1996 1995
----------------- --------------------
Accrued expenses and other:
Accrued advertising costs........... $3,082 $9,459
Accrued royalties................... 2,312 3,956
Income taxes payable................ 4,061 7,374
Accrued inventory purchases......... 7,482 4,694
Other accrued expenses.............. 2,078 3,557
--------- ----------
Total........................... $19,015 $29,040
========= ==========
5. EARNINGS PER SHARE
Earnings per share have been computed based on the
weighted average number of common and common equivalent
shares assuming 27 million shares of Common Stock were
outstanding during the period prior to the IPO in March,
1995.
6. STOCK OFFERING
On August 13, 1996, the Company sold
700,000 shares of Class A Common Stock at a price to the
public of $15.00 per share. As part of such offering,
Marvel Entertainment Group, Inc. ("Marvel"), a principal
stockholder, also sold 2,500,000 shares of Class A Common
Stock. The Company intends to use the net proceeds from the
sale of the new shares of Class A Common Stock, estimated
at approximately $9.1 million after expenses and
underwriting discounts, to fund a portion of its
capital commitment to Marvel Studios ("Marvel
Studios"), an entity to be formed with Marvel to
facilitate the release of feature film, television
programming and other media and theatrical productions
based on Marvel's characters. The Company intends to fulfill its
commitment by purchasing, from time to time, Preferred
Equity Interests in Marvel Studios. Pending such use, the
net proceeds are expected to be used for working capital and general
corporate purposes.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
The Company designs, markets and distributes in the United States and
internationally new and traditional toys in the boys', girls', preschool,
activity and electronic toy categories featuring major entertainment and
consumer brand name properties. The Company also designs, markets and
distributes its own line of proprietary toys.
RESULTS OF OPERATIONS
Three months ended June 30, 1996 compared with the three months ended June 30,
1995
The Company's net sales increased 51% to approximately $45.8 million for the
three months ended June 30, 1996 from approximately $30.4 million in the 1995
period. Domestic net sales of girls' toys increased approximately $9.6 million
in the second quarter of 1996 from the 1995 period primarily due to initial
shipments of the Company's expanded promotional doll line in the second
quarter of 1996 as well as continued sales of products which were introduced
in 1995. Domestic net sales of other products decreased approximately $4.8
million for the three months ended June 30, 1996 primarily due to a decrease
in domestic net sales of boys' products, partially offset by an increase in
domestic net sales of activity products. International sales of boys' products
accounted for most of the $10.6 million increase in international sales during
the second quarter of 1996 as compared to the second quarter of 1995.
Gross profit increased 24% to approximately $22.9 million for the second
quarter of 1996 from approximately $18.4 million in the second quarter of
1995. Gross profit as a percentage of net sales decreased to approximately
50% in the second quarter of 1996 from approximately 61% in the second quarter
of 1995 due to changes in the Company's product mix and the effect of a
higher percentage of international sales, which typically has a lower gross
margin than domestic sales, in the 1996 period.
Selling, general and administrative expenses increased 42% to approximately
$13.0 million (approximately 28% of net sales) in the second quarter of 1996
from approximately $9.1 million (approximately 30% of net sales) in the
second quarter of 1995. The increase was due to increased royalties,
advertising and miscellaneous selling and administrative expenses as a result
of sales growth, and additional salaries and consulting expense attributable
to the Company's expanded product lines.
Six months ended June 30, 1996 compared with the six months ended June 30,
1995
The Company's net sales increased 44% to approximately $84.2 million for the
first six months of 1996 from approximately $58.3 million in the first six
months of 1995. Domestic net sales of girls' toys increased approximately
$17.2 million in the six months ended June 30, 1996 due to the introduction of
the Company's new promotional doll line as well as continued sales of products
which were introduced in 1995. Domestic net sales of activity toys increased
approximately $10.0 million in the first six months of 1996 due primarily to
kite sales from the new Spectra Star division. Domestic net sales of other
products decreased approximately $18.1 million primarily due to a decrease in
sales of boys' products. International sales of boys' toys accounted for most
of the $16.8 million increase in international sales for the first six months
of 1996 as compared to the first six months of 1995.
8
<PAGE>
Gross profit increased 26% to approximately $41.5 million for the first
six months of 1996 from approximately $32.9 million in the year ago period.
Gross profit as a percentage of net sales decreased to approximately 49% in
the first six months of 1996 from approximately 56% in the year ago period due
to changes in the Company's product mix and the effect of a higher percentage
of international sales, which typically has a lower gross margin than domestic
sales, in the 1996 period.
Selling, general and administrative expenses increased 44% to
approximately $24.3 million (approximately 29% of net sales) in the first six
months of 1996 from approximately $16.9 million (approximately 29% of net
sales) in the first six months of 1995. The increase was due to increased
royalties, advertising and miscellaneous selling and administrative expenses
as a result of sales growth, and additional salaries and consulting expense
attributable to the Company's expanded product lines.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was approximately $3.9 million in
the first six months of 1996, while net cash provided by operating activities
was approximately $18.3 million in the first six months of 1995. The net
decrease results primarily from increased sales during the first six months of
1996, the receivables which, due to industry dating practices , were not due
as of June 30, 1996.
On March 2, 1995, the Company completed an IPO by issuing 2,750,000 new
shares of its Class A Common Stock at $18 per share. The net proceeds to
the Company of $44.1 million, after deducting fees and expenses, were used to
pay outstanding amounts due under subordinated notes which totalled
approximately $15.1 million in principal and approximately $2.0 million in
interest, with the balance used for working capital and general corporate
purposes.
In March, 1996, the Company acquired, pursuant to a put right, 53,030
shares of Series A Preferred Stock for approximately $1.4 million. The present
value of the remaining Preferred Stock was approximately $1.6 million as of
June 30, 1996. The Company utilized available cash to redeem the Preferred
Stock.
In March, 1995, the Company entered into a three year $30 million
revolving line of credit with a syndicate of banks for which The Chase
Manhattan Bank (formerly named Chemical Bank) serves as administrative agent.
Substantially all of the assets of the Company were pledged to secure
borrowings under this credit facility. Borrowings under the credit facility
bear interest at either The Chase Manhattan Bank's alternate base rate or at
the Eurodollar rate plus the applicable margin. The applicable margin is 3/4
of 1% to 1% to be determined based on the Company's financial performance. The
credit facility requires the Company to pay a commitment fee of 3/8 of 1% per
annum on the average daily unused portion of the credit facility. The Company
had no outstanding indebtedness under the line of credit as of August 13,
1996.
The credit facility contains various financial covenants, as well as
restrictions, on new indebtedness, prepaying or amending subordinated debt,
acquisitions and similar investments, the sale or transfer of assets, capital
expenditures, limitations on restricted payments, dividends, issuing
guarantees and creating liens. The credit facility also requires an annual
reduction, commencing January 1, 1996, of outstanding borrowings to zero for a
period of 45 consecutive days, commencing during the first six months of each
calendar year. In addition, the credit facility also requires that (a) Marvel
continue to control the Company and (b) the toy license agreement between the
Company and Marvel remain in effect. The credit facility is not guaranteed by
Marvel.
Certain indebtedness of Marvel and Marvel's direct and indirect parent
companies impose restrictions that limit the ability of Marvel and its
subsidiaries, including the Company, to incur debt, make restricted payments,
enter into transactions with affiliates and sell or transfer assets.
9
<PAGE>
On August 13, 1996, the Company sold 700,000 shares of Class A Common
Stock at a price to the public of $15.00 per share. As part of such offering,
Marvel, a principal stockholder, also sold 2,500,000 shares of Class A Common
Stock. The Company intends to use the net proceeds from the sale of the new
shares of Class A Common Stock, estimated at approximately $9.1 million after
expenses and underwriting discounts, to fund a portion of its
capital commitment to Marvel Studios, an entity to be formed with
Marvel to facilitate the release of feature film, television programming and
other media and theatrical productions based on Marvel's characters. The
Company intends to fulfill its commitment by purchasing, from time to time,
Preferred Equity Interests in Marvel Studios. Pending such use, the net
proceeds are expected to be used for working capital and general corporate
purposes.
The Company believes that it has sufficient funds available from operating
activities, borrowings under the credit facility and proceeds from the stock
offering to meet peak working capital needs and capital expenditure
requirements for the forseeable future.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995 provides a new "safe
harbor" for certain forward-looking statements. The factors discussed under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" could cause actual results to differ materially from those
contained in forward-looking statements made in this Form 10-Q Quarterly
Report and in oral statements made by authorized officers of the Company. When
used in this Form 10-Q, the words "intend," "estimated", "believe," and
similar expressions are intended to identify forward-looking statements.
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The 1996 Annual Meeting of Stockholders of the Company was held on May 16,
1996. There were 27,028,531 shares of Common Stock of the Company eligible to
vote at the Annual Meeting. As proposed in the proxy solicitation issued
pursuant to Regulation 14A of the Securities Exchange Act of 1934, the
following persons were elected to serve as directors of the Company for a
term expiring in 1997 and until their successors are duly elected and
qualified: Ronald O. Perelman, William C. Bevins, Donald G. Drapkin, Terry C.
Stewart, Isaac Perlmutter, Avi Arad, Joseph M. Ahearn, Bobby G. Jenkins,
James F. Halpin, Alfred A. Piergallini and Lynn Schenk. Stockholders approved
an amendment to the Company's Restated Certificate of Incorporation designed
to expand the Company's board of directors by one member, from eleven persons
to twelve persons. Stockholders also ratified the selection of Ernst & Young
LLP as the Company's independent auditors for the fiscal year ending December
31, 1996.
The results of shares voted for the election of directors were as follows
for all director nominees: 26,497,150 shares voted in favor and 955 shares
voted against and 0 abstentions. There were 26,489,270 shares voted for the
amendment to expand t he board of directors to twelve persons with 4,890
shares voted against and 3,945 abstentions. There were 26,491,710 shares
voted for the ratification of the selection of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending December 31, 1996
with 4,115 shares voted against and 2,280 abstentions. The holders of all of
the Company's Class B Common Stock (9,894,000 shares, each with 10 votes)
voted unanimously for all director nominees, in favor of the proposal to
expand the board of directors and in favor of ratifying the selection of
Ernst & Young LLP as the Company's independent auditors. The holders of the
Company's Class A Common Stock are entitled to one vote per share.
10
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
Exhibit 99.1 - Information Regarding the Public Offering of Shares
(B) REPORTS ON FORM 8-K
None
11
<PAGE>
SIGNATURES
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, thereto duly authorized.
TOY BIZ, INC.
(Registrant)
Dated: August 14, 1996 By: /s/Bobby G. Jenkins
-------------------------------------
Bobby G. Jenkins
Chief Financial Officer
and Treasurer
12
EXHIBIT 99.1
INFORMATION REGARDING THE PUBLIC OFFERING OF SHARES
On Wednesday, August 7, 1996, the Company's registration of the offering
of 3,200,000 shares of Class A Common Stock, consisting of 700,000 shares
offered by the Company and 2,500,000 shares offered by Marvel, was declared
effective by the Securities and Exchange Commission. The price of the offering
was $15 per share.
As a result of the offering, the Company will have approximately 27.7
million shares of Common Stock outstanding with Marvel owning approximately
7.4 million shares of Class B Common Stock, par value $.01 per share, of the
Company and the public owning approximately 6.6 million shares of Class A
Common Stock.
Morgan Stanley & Co. Incorporated, CS First Boston Corporation, Smith
Barney Inc. and Jefferies & Company, Inc. co-managed the underwriting group.
The following table updates the approximate expenses indicated in Part II
of the Company's Amendment No. 2 to Form S-3 Registration Statement under the
Securities Act of 1933, dated August 7, 1996, expected to be incurred by the
Company in connection with the public offering, other than underwriting
discounts and commissions:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission ("SEC") filing fee.............................. $ 60,227
National Association of Securities Dealers, Inc.
("NASD") filing fee.................................................... 17,966
NYSE listing fee................................................................... 3,500
Transfer agent's and registrar's fee............................................... 3,500
Printing and engraving expenses.................................................... 150,000
Legal fees and expenses............................................................ 250,000
Accounting fees and expenses....................................................... 150,000
Blue Sky filing fees and expenses (including counsel fees)......................... 20,000
Miscellaneous expenses............................................................. 244,807
-------------
Total....................................................... $ 900,000
=============
All amounts listed above, except for the SEC filing fee, NASD filing fee
and NYSE listing fees, are estimates.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Toy Biz,
Inc. Condensed Consolidated Balance Sheets and Statements of Income and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 7,674
<SECURITIES> 0
<RECEIVABLES> 77,689
<ALLOWANCES> 5,986
<INVENTORY> 20,813
<CURRENT-ASSETS> 112,826
<PP&E> 45,573
<DEPRECIATION> 21,259
<TOTAL-ASSETS> 147,279
<CURRENT-LIABILITIES> 26,166
<BONDS> 0
1,634
0
<COMMON> 270
<OTHER-SE> 119,209
<TOTAL-LIABILITY-AND-EQUITY> 147,279
<SALES> 84,183
<TOTAL-REVENUES> 84,183
<CGS> 42,672
<TOTAL-COSTS> 42,672
<OTHER-EXPENSES> 28,916
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (350)
<INCOME-PRETAX> 12,945
<INCOME-TAX> 5,178
<INCOME-CONTINUING> 7,767
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,767
<EPS-PRIMARY> $0.28
<EPS-DILUTED> 0
</TABLE>
