<PAGE>
- --------------------------------------------------------------------------------
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
</TABLE>
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
</TABLE>
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER: 001-14843
------------------------
THE BOYDS COLLECTION, LTD.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
MARYLAND 52-1418730
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
350 SOUTH STREET, 17344
MCSHERRYSTOWN, PENNSYLVANIA, (Zip Code)
ATTN.: PETER H. FROST
(Address of Principal Executive
Offices)
</TABLE>
(717) 633-9898
(Registrant's Telephone Number, Including Area Code)
------------------------
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 / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
<TABLE>
<S> <C>
Common Stock, par value $.0001 per 59,157,040
share (Outstanding as of May 1, 2000)
(Class)
</TABLE>
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<PAGE>
THE BOYDS COLLECTION, LTD.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION.......................................
ITEM 1. FINANCIAL STATEMENTS:.......................................
Condensed Consolidated Balance Sheets as of
December 31, 1999 and
March 31, 2000.............................................. 2
Condensed Consolidated Statements of Income for the
Three Months Ended March 31, 1999 and 2000.................. 3
Condensed Consolidated Statements of Stockholders' Equity
for the
Three Months Ended March 31, 2000........................... 4
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1999 and 2000.................. 5
Notes to Condensed Consolidated Financial Statements........ 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS....................................... 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK........................................................ 16
PART II. OTHER INFORMATION...........................................
ITEM 1. LEGAL PROCEEDINGS........................................... 17
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K............................ 17
SIGNATURES.................................................. 18
</TABLE>
i
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
THE BOYDS COLLECTION, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF
DECEMBER 31, 1999 AND MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 2000
------------ ---------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 11,501 $ 6,980
Accounts receivable, less allowance for doubtful accounts
of $459 in 1999 and 2000,
respectively............................................ 23,036 28,422
Inventory--primarily finished goods, less allowance for
obsolete inventory of $625 in 1999 and 2000,
respectively............................................ 12,392 10,443
Inventory in transit...................................... 1,950 1,658
Other current assets...................................... 1,313 2,024
-------- --------
Total current assets.................................. 50,192 49,527
PROPERTY AND EQUIPMENT:
Property and equipment.................................... 5,425 6,020
Less--accumulated depreciation............................ (1,811) (2,051)
-------- --------
Total property and equipment.......................... 3,614 3,969
OTHER ASSETS:
Deferred debt issuance costs.............................. 6,384 5,690
Deferred tax asset........................................ 219,595 215,470
Other assets.............................................. 2,400 2,371
-------- --------
Total other assets.................................... 228,379 223,531
-------- --------
TOTAL ASSETS................................................ $282,185 $277,027
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable.......................................... $ 1,462 $ 2,413
Accrued taxes............................................. 2,262 6,024
Accrued expenses.......................................... 5,386 616
Interest payable.......................................... 2,635 5,026
Deferred income........................................... 78 36
-------- --------
Total current liabilities............................. 11,823 14,115
LONG-TERM DEBT.............................................. 251,000 229,000
COMMITMENTS AND CONTINGENCIES (NOTES 3, 5 AND 7)
STOCKHOLDERS' EQUITY (DEFICIT):
Capital stock (59,072 and 59,157 shares issued and
outstanding at December 31, 1999 and March 31, 2000,
respectively) and paid-in capital in excess of par...... (68,018) (67,415)
Other comprehensive income:
Cumulative translation adjustments........................ 1 10
Retained earnings......................................... 87,379 101,317
-------- --------
Total stockholders' equity (deficit).................. 19,362 33,912
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)........ $282,185 $277,027
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
THE BOYDS COLLECTION, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE
THREE MONTHS ENDED MARCH 31, 1999 AND 2000
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
1999 2000
--------- ---------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
NET SALES................................................... $57,185 $52,471
COST OF GOODS SOLD.......................................... 18,676 19,403
------- -------
Gross profit.............................................. 38,509 33,068
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................ 4,319 5,638
OTHER OPERATING INCOME...................................... 316 214
------- -------
INCOME FROM OPERATIONS...................................... 34,506 27,644
------- -------
OTHER INCOME:
Interest and dividend income.............................. 162 130
INTEREST EXPENSE:
Interest expense.......................................... 8,019 5,281
Amortization of deferred debt issuance costs.............. 223 178
------- -------
TOTAL INTEREST EXPENSE...................................... 8,242 5,459
------- -------
INCOME BEFORE PROVISION FOR INCOME TAXES AND EXTRAORDINARY
ITEM...................................................... 26,426 22,315
PROVISION FOR INCOME TAXES.................................. 9,513 8,047
------- -------
INCOME BEFORE EXTRAORDINARY ITEM............................ 16,913 14,268
EXTRAORDINARY ITEM--WRITE OFF OF DEFERRED DEBT ISSUANCE
COSTS (NET OF $776 AND $185 TAX BENEFITS, RESPECTIVELY)... 1,380 330
------- -------
NET INCOME.................................................. $15,533 $13,938
======= =======
EARNINGS PER SHARE:
Basic and Diluted Earnings Per Share
Income Before Extraordinary Item........................ $ 0.30 $ 0.24
Extraordinary Item--Write Off of Deferred Debt Issuance
Costs................................................. (0.02) --
------- -------
Net Income.............................................. $ 0.28 $ 0.24
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
THE BOYDS COLLECTION, LTD.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK ACCUMULATED
AND PAID-IN OTHER OTHER TOTAL
NUMBER OF CAPITAL IN COMPREHENSIVE RETAINED COMPREHENSIVE STOCKHOLDERS'
SHARES EXCESS OF PAR INCOME EARNINGS INCOME EQUITY
---------- -------------- -------------- -------- -------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 2000............. 59,072 $(68,018) $ 1 $87,379 -- $19,362
Sale of common stock............... 100 700 -- -- -- 700
Repurchase of common stock......... (15) (97) -- -- -- (97)
Other comprehensive income:
Foreign currency translation..... -- -- 9 -- 9 9
Net income......................... -- -- -- 13,938 13,938 13,938
-------
Comprehensive income............... -- -- 9 -- $13,947 --
------ -------- --- -------- ======= -------
BALANCE, MARCH 31, 2000.............. 59,157 $(67,415) $10 $101,317 $33,912
====== ======== === ======== =======
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
THE BOYDS COLLECTION, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
THREE MONTHS ENDED MARCH 31, 1999 AND 2000
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1999 2000
--------- --------
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 15,533 $ 13,938
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................... 105 266
Amortization and write off of deferred debt issuance
costs................................................. 2,379 694
Amortization of deferred tax asset...................... 4,098 4,125
Changes in assets and liabilities:
Accounts receivable--net.............................. (6,622) (5,386)
Inventory--net........................................ (2,065) 1,949
Inventory in transit.................................. 2,164 292
Other current assets.................................. (308) (711)
Other assets.......................................... 1 3
Accounts payable...................................... 861 951
Accrued taxes......................................... 2,417 3,762
Accrued expenses...................................... (85) (4,770)
Interest payable...................................... 2,700 2,391
Deferred income....................................... 747 (42)
--------- --------
Net cash provided by operating activities........... 21,925 17,462
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment........................ (742) (595)
--------- --------
Net cash used in investing activities............... (742) (595)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt......................................... (103,000) (22,000)
Sale of common stock (net of related fees and expenses)... 154,340 700
Repurchase of common stock................................ -- (97)
--------- --------
Net cash used in financing activities............... 51,340 (21,397)
--------- --------
Effect of exchange rate changes on cash..................... -- 9
--------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ 72,523 (4,521)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............. 11,606 11,501
--------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 84,129 $ 6,980
========= ========
CASH PAID DURING THE PERIOD FOR INTEREST.................... $ 5,300 $ 2,859
========= ========
CASH PAID DURING THE PERIOD FOR INCOME TAXES................ $ 2,103 $ 75
========= ========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
THE BOYDS COLLECTION, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
1. INTERIM FINANCIAL STATEMENTS
The Boyds Collection, Ltd., ("Boyds" or the "Company") is a leading
designer, importer and distributor of high-quality, hand-crafted collectibles
and other specialty giftware products. Boyds imports substantially all of its
products from foreign suppliers, primarily located in The People's Republic of
China.
The condensed consolidated balance sheet, as of March 31, 2000, the
condensed consolidated statements of income for the three months ended
March 31, 1999 and 2000, the condensed consolidated statement of stockholders'
equity for the three months ended March 31, 2000 and the condensed consolidated
statements of cash flows for the three months ended March 31, 1999 and 2000 are
unaudited. In the opinion of management all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of such interim
financial statements have been included. The results of operations for the three
months ended March 31, 2000 are not necessarily indicative of the results to be
expected for the full year. These financial statements should be read in
conjunction with the financial statements and notes included in the Annual
Report on Form 10-K filed with the Securities and Exchange Commission on
March 30, 2000.
2. INITIAL PUBLIC OFFERING
On March 5, 1999, Boyds issued and sold 9,250,000 shares of common stock at
$18 per share in an initial public offering and listed its stock on the New York
Stock Exchange. The proceeds to Boyds, after deducting the underwriting discount
and fees and expenses, were approximately $153.9 million. On March 12, 1999,
$82.5 million of indebtedness under Boyds senior secured credit facility was
repaid from the proceeds. On April 12, 1999, Boyds applied proceeds of
$71.9 million to redeem a portion of its 9% Senior Subordinated Notes due 2008.
The payment comprised $5.9 million of redemption premium and $66.0 million of
principal.
3. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
At December 31, 1999 and at March 31, 2000 Boyds had letters of credit
outstanding under bank credit agreements amounting to $7,877 and $5,800,
respectively. These letters of credit represent Boyds' commitment to purchase
inventory which is to be produced and/or shipped.
4. RELATED PARTY TRANSACTIONS
For the quarters ended March 31, 1999 and 2000, Boyds paid to Kohlberg
Kravis Roberts & Co. L.P. approximately $134 and $94, respectively, for
management fees and related expenses.
6
<PAGE>
THE BOYDS COLLECTION, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
5. LONG-TERM DEBT
Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 2000
------------ ---------
<S> <C> <C>
9% Senior Subordinated Notes due May 15, 2008......... $ 99,000 $ 99,000
Credit Agreement:
Secured Tranche A Term Loans due April 2005.
Interest based on LIBOR or base rate as defined... 88,250 88,250
Secured Tranche B Term Loans due April 2006.
Interest based on LIBOR or base rate as defined... 63,750 36,750
Secured revolving loan commitment of $40,000.
Interest based on LIBOR or base rate as defined... -- 5,000
-------- --------
$251,000 $229,000
======== ========
</TABLE>
Boyds has a senior secured credit facility with DLJ Capital Funding, Inc.
and the other lenders which provides for term loans of $325.0 million and a
revolver which allows maximum borrowings of $40.0 million. The terms of the
credit facility contain certain financial covenants, including providing for a
maximum leverage ratio and a minimum interest coverage ratio, as each is defined
in the related credit agreement. The credit agreement also restricts Boyds'
ability to pay dividends or make other distributions, incur additional
indebtedness or make capital expenditures. Boyds is also required to prepay
borrowings under the credit facility with the proceeds of certain asset sales
and with a portion of its excess cash flow, as defined in the credit agreement.
Boyds is in compliance with the required financial covenants of the credit
facility at March 31, 2000.
Borrowings under the credit facility are required to be secured by the
capital stock of Boyds' subsidiaries. In connection with the 1998 transfer of
Boyds' assets to its wholly owned subsidiary, The Boyds Collection Ltd. L. P.
("Boyds L.P."), Boyds pledged its interests in Boyds L.P. to secure the credit
facility.
At March 31, 2000, the weighted average interest rate in effect for the term
loans was 7.237%, while the interest rate for the revolver was 6.875%.
Boyds also has outstanding its 9% Senior Subordinated Notes due 2008,
originally issued in the aggregate principal amount of $165.0 million. The notes
also contain certain financial covenants, including restricting Boyds' ability
to incur additional indebtedness or pay dividends or make other distributions.
At any time after May 15, 2003, Boyds may redeem the notes, in whole or in part,
and was permitted at any time prior to May 15, 2001 to redeem up to 40% of the
notes. Boyds redeemed $66.0 million aggregate principal amount of notes in
connection with its initial public offering. Interest on the notes is payable
semi-annually on May 15 and November 15.
7
<PAGE>
THE BOYDS COLLECTION, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
5. LONG-TERM DEBT (CONTINUED)
The scheduled maturities of the long-term debt are as follows:
<TABLE>
<S> <C>
2000........................................................ $ --
2001........................................................ 6,250
2002........................................................ 14,000
2003........................................................ 17,000
Thereafter.................................................. 191,750
</TABLE>
6. INCOME TAXES
For federal income tax purposes, Boyds has elected to treat its
recapitalization and stock purchase that occurred in April 1998 as an asset
acquisition by making a Section 338 Section (h)(10) election. As a result, there
is a difference between the financial reporting and tax basis of Boyds' assets.
The difference creates deductible goodwill for tax purposes, which creates a
deferred tax asset for financial reporting purposes. The deferred tax asset will
be realized as the goodwill is amortized over a period of fifteen years. In the
opinion of management, Boyds believes it will have sufficient profits in the
future to realize the deferred tax asset.
7. CONTINGENCIES
Boyds is involved in various legal proceedings, claims and governmental
audits in the ordinary course of business. In the opinion of Boyds' management,
the ultimate disposition of these proceedings, claims and audits will not have a
material adverse effect on the financial position or results of operations of
Boyds'.
On March 28, 2000, Boyds settled an outstanding lawsuit related to a claim
for royalties. In complete and final resolution of the suit, Boyds has agreed to
a settlement of the claim, resulting in a $3.1 million after tax charge, which
was recorded in the period ended December 31, 1999.
8
<PAGE>
THE BOYDS COLLECTION, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
8. EARNINGS PER SHARE
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations:
<TABLE>
<CAPTION>
MARCH 31,
-------------------
1999 2000
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Numerator for basic and diluted earnings per share:
Net income.............................................. $15,533 $13,938
======= =======
Denominator:
Denominator for basic earnings per share--
weighted average shares............................... 55,363 59,135
Effect of dilutive securities:
Effect of shares issuable under stock option plans based
on treasury stock method.............................. 677 93
------- -------
Denominator for diluted earnings per share--
weighted average shares................................. 56,040 59,228
======= =======
</TABLE>
9. PRO FORMA INFORMATION
The following pro forma information for the period presented in 1999 gives
effect to the initial public offering as if it were consummated on January 1,
1999. The pro forma information excludes the effect of the extraordinary item
related to the write off of deferred debt issuance costs:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
1999 2000
--------- ---------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
Historical Income from Operations......................... $34,506 $27,644
Pro Forma Interest Expense................................ 5,395 5,329
------- -------
Pro Forma Income Before Income Taxes and
Extraordinary Item...................................... 29,111 22,315
Pro Forma Provision for Income Taxes...................... 10,480 8,047
------- -------
Pro Forma Income Before Extraordinary Item................ $18,631 $14,268
======= =======
Pro Forma Basic and Diluted Earnings Per Share, before
Extraordinary Item...................................... $ 0.30 $ 0.24
Weighted Average Basic Shares Outstanding................. 61,838 59,135
Weighted Average Diluted Shares Outstanding............... 62,515 59,228
</TABLE>
9
<PAGE>
THE BOYDS COLLECTION, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
10. UNITED KINGDOM SALES SUBSIDIARY
On August 11, 1999, Boyds created its first overseas sales subsidiary, The
Boyds Collection Ltd. U.K., a private limited company incorporated in England
and Wales and located in Dunkeswell, in the county of Devon, England. This
subsidiary will focus on the expansion of Boyds' existing business in the U.K.
and serve as a platform for the ongoing development of Boyds' product sales
throughout Europe.
11. SUBSEQUENT EVENTS
As of May 5, 2000, Boyds had repurchased 4,200 shares of common stock since
March 31, 2000, pursuant to its stock repurchase program for an aggregate amount
of approximately $27. These repurchases were financed out of operating cash
flow.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
Boyds is a leading designer, importer and distributor of branded,
high-quality, hand-crafted collectibles and other specialty giftware products.
Boyds' products include resin figurines, plush animals, houses, porcelain dolls
and boxes and related clothing and accessories. Boyds sells its products through
an extensive network of approximately 19,000 accounts comprised of independent
gift and collectibles retailers, premier department stores, selected catalogue
retailers and other electronic and retail channels.
Boyds' sales consist of resin figurines, plush animals, dolls, village
products, other products, collectors club sales and distributor sales.
Collectors club sales are generated from annual dues collected directly from
consumers who become members of Boyds' collectors club, THE LOYAL ORDER OF
FRIENDS OF BOYDS, which began in July 1996 and currently has approximately
135,000 paying members. Distributor sales represent sales of Boyds' products to
independent distributors in other countries and to certain accounts in the U.S.,
which are shipped directly from overseas suppliers.
Selling, general and administrative expenses are comprised of overhead,
selling and marketing costs, administration and professional fees. Boyds
exhibits its products at many national and regional tradeshows where orders are
taken by Boyds' employees and part-time help. Boyds operates almost exclusively
out of a leased office/distribution facility in McSherrystown, Pennsylvania
where it believes both labor and rental costs are attractive. These factors,
combined with Boyds' access to low-cost manufacturing sources located primarily
in China, result in increased operating income margins.
Boyds licenses its product designs to other companies for products including
stationery, greeting cards and home textiles. Boyds believes such licensing, in
addition to providing royalty income, helps to increase consumer awareness of
Boyds' designs and brand image. Boyds reports royalty income as other operating
income.
11
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth the components of net income as a percentage
of net sales for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
---------------------
1999 2000
-------- --------
<S> <C> <C>
Net sales................................................... 100.0% 100.0%
Gross profit................................................ 67.3 63.0
Selling, general and administrative expenses................ 7.6 10.7
Other operating income...................................... 0.6 0.4
----- -----
Income from operations.................................... 60.3 52.7
----- -----
Other income................................................ 0.3 0.2
Interest expense............................................ 14.4 10.4
Provision for income taxes.................................. 16.6 15.3
----- -----
Income before extraordinary item.......................... 29.6% 27.2%
===== =====
Extraordinary item (net of $776 and $185 tax benefits,
respectively)............................................. 2.4 0.6
----- -----
Net income................................................ 27.2% 26.6%
===== =====
PRO FORMA INFORMATION:
Historical income from operations........................... 60.3% 52.7%
Pro forma interest expense, net of other income............. 9.4 10.2
----- -----
Pro forma income before income taxes and extraordinary
item.................................................... 50.9% 42.5%
----- -----
Pro forma provision for income taxes........................ 18.3% 15.3%
----- -----
Pro forma income before extraordinary item.................. 32.6% 27.2%
===== =====
</TABLE>
12
<PAGE>
THREE MONTHS ENDED MARCH 31, 2000 VS. THREE MONTHS ENDED MARCH 31, 1999
NET SALES--Net sales decreased $4.7 million, or 8.2%, to $52.5 million in
the first quarter of 2000 from $57.2 million for the first quarter of 1999.
Sales of Boyds' plush products decreased $3.1 million, or 11.9%, compared to the
same quarter last year; sales of the Company's resin products decreased
$4.5 million, or 20.5%, compared to the same quarter last year; sales of the
Company's doll products, previously included in the resin product category,
increased $1.3 million, or 65.0% compared to the same quarter last year; and
sales of the Company's newly introduced village products produced sales of
$1.4 million. Sales of plush products represented 44% of the Company's net sales
of $52.5 million in the quarter, while sales of resin products represented 33%,
doll products represented 6% and village products represented 3%. Continuing
softness in order volume for collectible resin products, the strategic
elimination of certain product categories, and the early shipment of plush
products in December 1999 in response to retailer requests were the primary
reasons for the decrease in sales. These were only partially offset by growth in
our doll products and the launch of our village product line.
GROSS PROFIT--Gross profit decreased $5.4 million, or 14.0%, to
$33.1 million in the first quarter of 2000 from $38.5 million for the first
quarter of 1999. Gross profit as a percent of sales decreased to 63.0% for the
quarter from 67.3% for the same period in 1999. The dollar decrease in gross
profit was primarily attributable to the decrease in sales volume. The decrease
in gross profit as a percent of sales was primarily attributable to slightly
lower margins on newer product introductions, inventory reduction which resulted
in recognition of costs and lower capitalized costs, and increased freight
costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES(SG&A)--SG&A expenses increased
$1.3 million, or 30.2%, to $5.6 million in the first quarter of 2000 from
$4.3 million for the first quarter of 1999. SG&A expenses as a percent of sales
increased to 10.7% for the quarter from 7.5% for the same period in 1999. The
increase in dollars for the quarter was primarily due to increased wages
incurred in adding additional personnel, while the increase in the percent of
sales was primarily due to the increased wages and the decrease in sales.
INCOME FROM OPERATIONS--Income from operations decreased $6.9 million, or
20.0%, to $27.6 million in the first quarter of 2000 from $34.5 million for the
first quarter of 1999. The operating income margin decreased to 52.7% for the
quarter from 60.3% for the same period in 1999. The dollar decrease in income
from operations was attributable to the decrease in sales volume, the decrease
in gross profit margin and the increase in SG&A expense. The decrease in
operating income margin was primarily due to the decrease in gross profit margin
and the increase in SG&A expense as a percent to sales.
TOTAL INTEREST EXPENSE--Total interest expense decreased $2.8 million, or
33.8%, to $5.5 million in the first quarter of 2000 from $8.2 million in the
first quarter of 1999. Total interest expense as a percent of sales decreased to
10.4% for the period from 14.4% for the same period in 1999. The decrease in
total interest expense in both dollars and as a percent of sales was due to the
application of the funds received from the initial public offering in
March 1999, which reduced debt, and through the application of excess cash and
reduction of interest rates due to the deleveraging of Boyds.
INCOME TAXES--Income taxes decreased $1.5 million, or 15.4%, to
$8.0 million in the first quarter of 2000 from $9.5 million in the first quarter
of 1999. This decrease was due to the decrease in taxable income.
NET INCOME--Net income decreased $1.6 million, or 10.3%, to $13.9 million in
the first quarter of 2000 from $15.5 million in the first quarter of 1999. The
net income margin decreased to 26.6% in the first quarter of 2000 from 27.2% in
the first quarter of 1999. The dollar decrease in net income was due to the
decrease in net sales, the decrease in gross profit and the increase in SG&A
expense, which more than offset the decrease in interest expense, as discussed
above. The decrease in net income
13
<PAGE>
margin was attributable to the decrease in gross profit margin and the increase
in SG&A expense, which more than offset the decrease in interest expense, as
discussed above.
PRO FORMA INTEREST EXPENSE--Actual interest expense and pro forma interest
expense for 2000 are the same; however, pro forma interest expense for 1999 was
calculated assuming the initial public offering occurred on January 1, 1999. Pro
forma interest expense decreased $0.1 million in the first quarter of 2000 when
compared to the first quarter of 1999. Pro forma interest expense as a percent
of sales increased to 10.1% for the quarter from 9.4% for the same period in
1999. The increase in pro forma interest as a percent of sales for the quarter
was due to the decrease in sales volume.
PRO FORMA INCOME TAXES--Pro forma income taxes decreased $2.4 million, or
23.2%, to $8.1 million in the first quarter of 2000 from $10.5 million for the
first quarter of 1999. Pro forma income taxes as a percent of sales decreased to
15.4% for the quarter from 18.4% for the same period in 1999. The decrease in
pro forma income taxes in both dollars and as a percent of sales for the quarter
was due to the decline in income from operations as explained previously.
PRO FORMA NET INCOME BEFORE EXTRAORDINARY ITEM--Pro forma net income before
extraordinary item decreased $4.4 million, or 23.4%, to $14.3 million in the
first quarter of 2000 from $18.6 million for the first quarter of 1999. The pro
forma net income before extraordinary item margin decreased to 27.2% for the
quarter from 32.5% for the same period in 1999. The dollar decrease in pro forma
net income before extraordinary item was attributable to the decrease in sales
volume, the decrease in gross profit margin and the increase in SG&A expense,
which were partly offset by the decrease in pro forma income taxes. The decrease
in pro forma net income before extraordinary item margin was primarily due to
the decrease in gross profit margin and the increase in SG&A expense as a
percent to sales, which were partly offset by the decrease in the pro forma
income taxes percent to sales.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations decreased $4.5 million, or 20.4%, to
$17.5 million for the first three months of 2000 from $21.9 million for the
first three months of 1999. The cash flow decrease was primarily attributable to
the decrease in accrued expenses and net income, the increase in inventory in
transit and the lower write off of deferred debt issuance costs, partially
offset by decreases in inventory--net and accounts receivable--net, and an
increase in accrued taxes. Net cash used in financing activities was
$21.4 million for the first three months of 2000, while net cash received from
financing activities was $51.3 million for the first three months of 1999. The
2000 expenditures were used to reduce outstanding long-term debt by
$22.0 million The funds obtained in 1999 were realized from the sale of Company
stock, partially reduced by the repayment of outstanding debt and the fees and
expenses related to the stock sale.
Boyds' primary sources of liquidity are cash flow from operations and
borrowings under its credit agreement, which includes a revolving credit
facility. Boyds' primary uses of cash are to fund working capital and to service
debt.
In connection with its recapitalization, Boyds issued 9% Senior Subordinated
Notes due 2008 in an amount of $165.0 million and entered into the credit
agreement. On April 12, 1999, Boyds repaid $66.0 million of the notes, leaving a
balance outstanding of $99.0 million. Boyds has repaid $200.0 million of the
$325.0 million of term loans under the credit agreement through March 31, 2000,
leaving a balance outstanding of $125.0 million. The revolving credit facility
provides loans in an aggregate amount of up to $40.0 million. Boyds had borrowed
$5.0 million under the revolving credit facility at March 31, 2000. Thus, the
unused balance available under the revolving credit facility will be available
to fund the working capital requirements of Boyds.
Borrowings under the credit agreement bear interest at a rate per annum,
equal to a margin over either a base rate or LIBOR, at Boyds' option. The
revolving credit facility commitment will terminate
14
<PAGE>
on April 21, 2005. Beginning April 21, 2000, the Tranche A term loan will
amortize over six years and the Tranche B term loan will amortize over seven
years. The credit agreement contains customary covenants and events of default,
including substantial restrictions on Boyds' ability to declare dividends or
make distributions. The term loans are subject to mandatory prepayment with the
proceeds of certain asset sales and a portion of Boyds' excess cash flow, as
defined in the credit agreement.
Boyds does not expect to incur significant capital expenditures for the
foreseeable future, due to its sourcing arrangements with suppliers.
Management believes that cash flow from operations and availability under
the revolving credit facility will provide adequate funds for Boyds' foreseeable
working capital needs, planned capital expenditures and debt service
obligations. Any future acquisitions, joint ventures or other similar
transactions may require additional capital and there can be no assurance that
any such capital will be available to Boyds on acceptable terms or at all.
Boyds' ability to fund its working capital needs, planned capital expenditures
and scheduled debt payments, to refinance indebtedness and to comply with all of
the financial covenants under its debt agreements, depends on its future
operating performance and cash flow, which in turn are subject to prevailing
economic conditions and to financial, business and other factors, some of which
are beyond Boyds' control.
On May 28, 1999, Boyds' Board of Directors approved the repurchase of up to
3.0 million shares of Boyds' common stock. As of December 31, 1999, Boyds had
repurchased 2,954,200 shares of common stock pursuant to this stock repurchase
program for an aggregate amount of approximately $29.9 million, thus completing
the program. These repurchases were financed out of operating cash flow and
approximately $4.0 million of borrowings under the revolving credit facility
which were subsequently repaid.
On February 17, 2000, Boyds announced that its Board of Directors had
approved the repurchase of an additional 3.0 million shares of the Company's
common stock. As of March 31, 2000, Boyds had repurchased 15,000 shares of
common stock pursuant to this stock repurchase program for an aggregate amount
of approximately $0.1 million. These repurchases were financed out of operating
cash flow. Any future repurchases under this program are expected to be financed
similarly or by utilizing borrowings under the revolving credit facility. Boyds
plans to make such purchases from time to time in the open market or in private
transactions.
SEASONALITY
Boyds does not have the significant seasonal variation in its orders that it
believes is experienced by many other giftware and collectibles companies. Boyds
receives orders throughout the year and generally ships merchandise out on a
first-in, first-out basis. Approximately 40% of orders are taken between
November and April while approximately 60% of orders are placed between May and
October in anticipation of the holiday season. Boyds does not build a large
receivables balance relative to sales because it typically does not offer its
customers long payment terms or dating programs.
EFFECTS OF RECENTLY ISSUED ACCOUNTING STANDARDS
During 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which is effective for periods beginning
after June 15, 1999. During 1999 the FASB delayed the effective date for one
year to fiscal years beginning after June 15, 2000. Boyds is currently
evaluating the impact, if any, of this statement.
FOREIGN EXCHANGE
The dollar value of Boyds' assets abroad is not significant. Boyds' sales
are primarily denominated in United States dollars and, as a result, are not
subject to changes in exchange rates.
15
<PAGE>
Boyds imports most of its products from manufacturers in China. Boyds' costs
could be adversely affected on a short-term basis if the Chinese renminbi
appreciates significantly relative to the United States dollar. Conversely, its
costs would be favorably affected on a short-term basis if the Chinese renminbi
depreciates significantly relative to the United States dollar. Although Boyds
generally pays for its products in United States dollars, the cost of such
products fluctuates with the value of the Chinese renminbi. In the future Boyds
may, from time to time, enter into foreign exchange contracts or prepay
inventory purchases as a partial hedge against currency fluctuations.
Differences between the amounts of such contracts and costs of specific material
purchases are included in inventory and cost of goods sold. Boyds intends to
manage foreign exchange risks to the extent appropriate.
INFLATION
Boyds does not believe that inflation has had a material impact on its
operations.
FORWARD LOOKING STATEMENTS
Some of the matters discussed in this report include forward-looking
statements. Statements that are predictive in nature, that depend upon or refer
to future events or conditions or that include words such as "expects,"
"anticipates," "intends," "plans," "believes," "estimates" and similar
expressions are forward-looking statements.
The forward-looking statements in this report are based on a number of
assumptions and estimates which are inherently subject to significant
uncertainties and contingencies, many of which are beyond the control of Boyds,
and reflect future business decisions that are subject to change. A variety of
factors could cause actual results to differ materially from those anticipated
in Boyds' forward-looking statements, including: the effects of economic
conditions; the inability to grow Boyds' business as planned; the loss of either
of Boyds' two independent buying agencies or any of its manufacturing sources;
economic or political instability in the countries with which Boyds does
business; changes to, or the imposition of new, regulations, duties, taxes or
tariffs associated with the import or export of goods from or to the countries
with which Boyds does business; the impact of Year 2000 compliance by Boyds or
those entities with which it does business; and other risk factors that are
discussed in this report and, from time to time, in other Securities and
Exchange Commission reports and filings. One or more of the factors discussed
above may cause actual results to differ materially from those expressed in or
implied by the statements in this report.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of such statements. Boyds undertakes
no obligation to publicly release the results of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date of this report, or the date of such statements, as the case may
be, or to reflect the occurrence of unanticipated events.
ITEM 3.--QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
16
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Boyds does not believe that there are any pending or threatened legal
proceedings that, if adversely determined, would have a material adverse effect
on Boyds.
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K:
None.
17
<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 thereunto duly authorized.
<TABLE>
<S> <C> <C>
Date: May 12, 2000 THE BOYDS COLLECTION, LTD.
By: /s/ CHRISTINE L. BELL
-----------------------------------------
Christine L. Bell
CHIEF OPERATING OFFICER, CONTROLLER AND
SECRETARY
By: /s/ PETER H. FROST
-----------------------------------------
Peter H. Frost
VICE PRESIDENT--FINANCE
</TABLE>
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Boyd's
Unaudited Condensed Consolidated Financial Statements as of, and for the three
months ended, March 31, 2000 and is qualified in its entirety by reference to
such statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 6,980
<SECURITIES> 0
<RECEIVABLES> 28,881
<ALLOWANCES> 459
<INVENTORY> 12,726
<CURRENT-ASSETS> 49,527
<PP&E> 6,020
<DEPRECIATION> 2,051
<TOTAL-ASSETS> 277,027
<CURRENT-LIABILITIES> 14,115
<BONDS> 229,000
0
0
<COMMON> (67,415)
<OTHER-SE> 101,327
<TOTAL-LIABILITY-AND-EQUITY> 277,027
<SALES> 52,471
<TOTAL-REVENUES> 52,471
<CGS> 19,403
<TOTAL-COSTS> 5,424
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,329
<INCOME-PRETAX> 22,315
<INCOME-TAX> 8,047
<INCOME-CONTINUING> 14,268
<DISCONTINUED> 0
<EXTRAORDINARY> 330
<CHANGES> 0
<NET-INCOME> 13,938
<EPS-BASIC> 0.24
<EPS-DILUTED> 0.24
</TABLE>
