<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
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 Incorporation (I.R.S. Employer Identification No.)
or Organization)
</TABLE>
<TABLE>
<S> <C>
350 SOUTH STREET,
MCSHERRYSTOWN, PENNSYLVANIA,
ATTN.: PETER H. FROST 17344
(Address of Principal Executive Offices) (Zip Code)
</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 share 59,152,840
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
(CLASS) (OUTSTANDING AS OF AUGUST 2,2000)
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 June 30, 2000.................................... 3
Condensed Consolidated Statements of Income for the Three
Months and the Six Months Ended June 30, 1999 and 2000.... 4
Condensed Consolidated Statement of Stockholders' Equity for
the Six Months Ended June 30, 2000........................ 5
Condensed Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 1999 and 2000....................... 6
Notes to Condensed Consolidated Financial Statements........ 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS................................................................. 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................. 19
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.......................................................... 20
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K........................................... 21
SIGNATURES.................................................. 22
</TABLE>
2
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
THE BOYDS COLLECTION, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF
DECEMBER 31, 1999 AND JUNE 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 2000
------------ --------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 11,501 $ 3,731
Accounts receivable, less allowance for doubtful accounts
of $459 in 1999 and 2000, respectively.................. 23,036 27,641
Inventory--primarily finished goods....................... 12,392 14,236
Inventory in transit...................................... 1,950 2,921
Other current assets...................................... 1,313 2,143
-------- --------
Total current assets.................................. 50,192 50,672
PROPERTY AND EQUIPMENT:
Property and equipment.................................... 5,425 6,201
Less--accumulated depreciation............................ (1,811) (2,289)
-------- --------
Total property and equipment.......................... 3,614 3,912
OTHER ASSETS:
Deferred debt issuance costs.............................. 6,384 5,472
Deferred tax asset........................................ 219,595 211,346
Other assets.............................................. 2,400 2,372
-------- --------
Total other assets.................................... 228,379 219,190
-------- --------
TOTAL ASSETS $282,185 $273,774
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable.......................................... $ 1,462 1,887
Accrued taxes............................................. 2,262 --
Accrued expenses.......................................... 5,386 927
Interest payable.......................................... 2,635 1,995
Deferred income........................................... 78 73
-------- --------
Total current liabilities............................. 11,823 4,882
LONG-TERM DEBT 251,000 225,000
COMMITMENTS AND CONTINGENCIES (NOTES 3, 5 AND 7)
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock (61,838 shares issued and outstanding at
December 31, 1999 and June 30, 2000, respectively) and
paid-in capital in excess of par........................ (40,502) (41,102)
Other comprehensive income:
Cumulative translation adjustments........................ 1 17
Retained earnings......................................... 87,379 111,326
Less: Treasury shares at cost (2,766 and 2,685 shares at
December 31, 1999 and June 30, 2000, respectively)...... (27,516) (26,349)
-------- --------
Total stockholders' equity (deficit).................. 19,362 43,892
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)........ $282,185 $273,774
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
THE BOYDS COLLECTION, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE
THREE MONTHS AND THE SIX MONTHS ENDED JUNE 30, 1999 AND 2000
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
1999 2000 1999 2000
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
NET SALES.............................................. $43,725 $39,008 $100,911 $91,479
COST OF GOODS SOLD..................................... 15,050 13,848 33,726 33,251
------- ------- -------- -------
Gross profit......................................... 28,675 25,160 67,185 58,228
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........... 4,156 5,528 8,475 11,166
OTHER OPERATING INCOME................................. 200 271 516 485
------- ------- -------- -------
INCOME FROM OPERATIONS................................. 24,719 19,903 59,226 47,547
------- ------- -------- -------
OTHER INCOME/(EXPENSE):
Other income/(expense)................................. 129 60 292 190
INTEREST EXPENSE:
Interest expense..................................... 5,256 4,003 13,275 9,285
Amortization of deferred debt issuance costs......... 192 181 415 358
------- ------- -------- -------
TOTAL INTEREST EXPENSE................................. 5,448 4,184 13,690 9,643
------- ------- -------- -------
INCOME BEFORE PROVISION FOR INCOME TAXES AND
EXTRAORDINARY ITEM(S)................................ 19,400 15,779 45,828 38,094
PROVISION FOR INCOME TAXES............................. 6,984 5,746 16,498 13,793
------- ------- -------- -------
INCOME BEFORE EXTRAORDINARY ITEM(S).................... 12,416 10,033 29,330 24,301
EXTRAORDINARY ITEM(S):
REDEMPTION PREMIUM ON BONDS (NET OF $2,138 TAX
BENEFIT)........................................... 3,802 -- 3,802 --
WRITE OFF OF DEFERRED DEBT ISSUANCE COSTS (NET OF
$957, $13, $1,732 AND $199 TAX BENEFITS
RESPECTIVELY)...................................... 1,700 24 3,080 354
------- ------- -------- -------
TOTAL EXTRAORDINARY ITEM(S)............................ 5,502 24 6,882 354
------- ------- -------- -------
NET INCOME............................................. $ 6,914 $10,009 $ 22,448 $23,947
======= ======= ======== =======
EARNINGS PER SHARE:
Basic and Diluted Earnings Per Share
Income Before Extraordinary Item(s)................ $ 0.20 $ 0.17 $ 0.50 $ 0.41
Extraordinary Item(s):
--Redemption Premium on Bonds...................... (0.06) -- (0.07) --
--Write Off of Deferred Debt Issuance Costs........ (0.03) -- (0.05) (0.01)
------- ------- -------- -------
Net Income......................................... $ 0.11 $ 0.17 $ 0.38 $ 0.40
======= ======= ======== =======
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
THE BOYDS COLLECTION, LTD.
CONDENSED CONSOLIDATED STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK COMMON
--------------------- STOCK ACCUMULATED
SHARES AND PAID-IN OTHER OTHER TOTAL
ISSUED AND TREASURY CAPITAL IN TREASURY COMPREHENSIVE RETAINED COMPREHENSIVE STOCKHOLDERS'
OUTSTANDING STOCK EXCESS OF PAR STOCK INCOME EARNINGS INCOME EQUITY
----------- --------- ------------- --------- ------------- -------- ------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 2000... 61,838 2,766 $ (40,502) $(27,516) $ 1 $ 87,379 -- $ 19,362
Issuance of common
stock.................. -- (100) (600) 1,291 -- -- -- 691
Repurchase of common
stock.................. -- 19 -- (124) -- -- -- (124)
Other comprehensive
income:
Foreign currency
translation.......... -- -- -- -- 16 -- 16 16
Net income............... -- -- -- -- -- 23,947 23,947 23,947
-------
Comprehensive income..... -- -- -- -- 16 -- $23,963 --
------ -------- ------------ -------- ------- -------- ======= ------------
BALANCE, JUNE 30, 2000..... 61,838 2,685 $ (41,102) $(26,349) $ 17 $111,326 $ 43,892
====== ======== ============ ======== ======= ======== ============
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
THE BOYDS COLLECTION, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
SIX MONTHS ENDED JUNE 30, 1999 AND 2000
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-------------------
1999 2000
-------- --------
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 22,448 $23,947
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................... 210 530
Amortization and write off of deferred debt issuance
costs................................................. 5,180 912
Amortization of deferred tax asset...................... 8,197 8,249
Changes in assets and liabilities:
Accounts receivable--net.............................. (815) (4,605)
Inventory--net........................................ (259) (1,844)
Inventory in transit.................................. 2,245 (971)
Other current assets.................................. (179) (830)
Other assets.......................................... (12) (24)
Accounts payable...................................... (536) 425
Accrued taxes......................................... (4,707) (2,262)
Accrued expenses...................................... (1,038) (4,459)
Interest payable...................................... (2,940) (640)
Deferred income....................................... 124 (5)
-------- -------
Net cash provided by operating activities........... 27,918 18,423
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment........................ (1,456) (776)
-------- -------
Net cash used in investing activities............... (1,456) (776)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Short term debt........................................... 4,000 --
Repayment of debt......................................... (182,000) (26,000)
Sale of common stock (net of related fees and expenses)... 154,318 691
Repurchase of common stock................................ (9,518) (124)
-------- -------
Net cash used in financing activities............... (33,200) (25,433)
-------- -------
Effect of exchange rate changes on cash..................... -- 16
-------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ (6,738) (7,770)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............. 11,606 11,501
-------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 4,868 $ 3,731
======== =======
CASH PAID DURING THE PERIOD FOR INTEREST.................... $ 16,081 $ 9,886
======== =======
CASH PAID DURING THE PERIOD FOR INCOME TAXES................ $ 8,999 $ 8,140
======== =======
</TABLE>
See notes to condensed consolidated financial statements.
6
<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 June 30, 2000, the condensed
consolidated statements of income for the three months and the six months ended
June 30, 1999 and 2000, the condensed consolidated statement of stockholders'
equity for the six months ended June 30, 2000 and the condensed consolidated
statements of cash flows for the six months ended June 30, 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 six
months ended June 30, 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 June 30, 2000, Boyds had letters of credit
outstanding under bank credit agreements amounting to $7,877 and $11,370,
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 second quarter and first six months ended June 30, 1999, Boyds paid
to Kohlberg, Kravis & Roberts approximately $140 and $274 respectively for
management fees and related expenses. For the second quarter and first six
months ended June 30, 2000, Boyds paid to Kohlberg, Kravis & Roberts
approximately $479 and $573 respectively for management fees, recruitment fees
and related expenses.
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
Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
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 34,750
Secured revolving loan commitment of $40,000.
Interest based on LIBOR or base rate as defined... -- 3,000
-------- --------
$251,000 $225,000
======== ========
</TABLE>
Boyds has a senior secured credit facility with DLJ Capital Funding, Inc.
and the other lenders which provides for term loans originally issued 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 June 30, 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 June 30, 2000, the weighted average interest rate in effect for the term
loans was 7.652%, while the interest rate for the revolver was 7.4375%.
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.
8
<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.................................................. 187,750
</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, and paid in March, 2000.
9
<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>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
1999 2000 1999 2000
-------- -------- -------- --------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C> <C> <C>
Numerator for basic and diluted earnings
per share:
Net income............................ $ 6,914 $10,009 $22,448 $23,947
------- ------- ------- -------
Denominator:
Denominator for basic earnings per
share--weighted average shares...... 61,651 59,154 58,524 59,145
Effect of dilutive securities:
Effect of shares issuable under stock
option plans based on treasury stock
method.............................. 619 180 635 133
------- ------- ------- -------
Denominator for diluted earnings per
share--weighted average shares........ 62,270 59,334 59,159 59,278
======= ======= ======= =======
</TABLE>
9. SUBSEQUENT EVENTS
On July 27, 2000 the Company announced that its Board of Directors had
approved a repurchase program for its outstanding 9% Series B Senior
Subordinated Notes due 2008. Boyds plans to make such purchases from time to
time in the open market or in private transactions.
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.
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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
1999 2000 1999 2000
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales............................ 100.0% 100.0% 100.0% 100.0%
Gross profit......................... 65.6 64.5 66.6 63.7
Selling, general and administrative
expenses........................... 9.5 14.2 8.4 12.2
Other operating income............... 0.4 0.7 0.5 0.5
----- ----- ----- -----
Income from operations............. 56.5 51.0 58.7 52.0
----- ----- ----- -----
Other income/(expense)............... 0.3 0.1 0.3 0.2
Interest expense..................... 12.4 10.7 13.6 10.5
Provision for income taxes........... 16.0 14.7 16.3 15.1
----- ----- ----- -----
Income before extraordinary
item(s).......................... 28.4% 25.7% 29.1% 26.6%
===== ===== ===== =====
Extraordinary item(s) (net of $957,
$13, $1,732 and $199 tax benefits,
respectively)...................... 12.6 -- 6.9 0.4
----- ----- ----- -----
Net income......................... 15.8% 25.7% 22.2% 26.2%
===== ===== ===== =====
</TABLE>
11
<PAGE>
THREE MONTHS ENDED JUNE 30, 2000 VS. THREE MONTHS ENDED JUNE 30, 1999
NET SALES--Net sales declined $4.7 million, or 10.8%, to $39.0 million in
the second quarter of 2000 from $43.7 million for the second quarter of 1999.
Sales of Boyds' plush products increased $0.2 million, or 0.9%, compared to the
same quarter last year; sales of the Company's resin products decreased
$6.7 million, or 44.4%, compared to the same quarter last year; sales of the
Company's doll products, previously included in the resin product category,
increased $1.4 million, compared to the same quarter last year; and sales of the
Company's newly introduced village products produced sales of $1.1 million.
Sales of plush products represented 61% of the Company's net sales of
$39.0 million in the quarter, while sales of resin products represented 23%,
doll products represented 4% and village products represented 3%. Continuing
softness in order volume for collectible resin products and the strategic
elimination of certain product categories were the main 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 declined $3.5 million, or 12.2%, to
$25.2 million in the second quarter of 2000 from $28.7 million for the second
quarter of 1999. Gross profit as a percent of sales declined to 64.5% for the
quarter from 65.6% for the same period in 1999. The dollar decline in gross
profit was primarily attributable to the decline in sales volume. The decrease
in gross profit as a percent of sales for the quarter was primarily attributable
to increased freight costs.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES (SG&A)--SG&A expenses increased
$1.3 million, or 31.0%, to $5.5 million in the second quarter of 2000 from
$4.2 million for the second quarter of 1999. SG&A expenses as a percent of sales
increased to 14.2% for the quarter from 9.5% for the same period in 1999. The
dollar increase 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 declined $4.8 million, or
19.4%, to $19.9 million in the second quarter of 2000 from $24.7 million for the
second quarter of 1999. The operating income margin declined to 51.0% for the
quarter from 56.5% for the same period in 1999. The dollar decline in income
from operations was primarily attributable to the decline in sales volume, the
decline in gross profit margin and the increase in SG&A expense. The decline in
operating income margin was primarily due to the decline in gross profit margin
and the increase in SG&A expense as a percent to sales.
TOTAL INTEREST EXPENSE--Total interest expense declined $1.2 million, or
22.2%, to $4.2 million in the second quarter of 2000 from $5.4 million for the
second quarter of 1999. Total interest expense as a percent of sales declined to
10.7% for the quarter from 12.4% for the same period in 1999. The decline in
total interest expense in both dollars and as a percent of sales for the quarter
was due to the reduction of debt from excess cash and the reduction of interest
rates due to the deleveraging of Boyds.
INCOME TAXES--Income taxes declined $1.3 million, or 18.6%, to $5.7 million
in the second quarter of 2000 from $7.0 million for the second quarter of 1999.
Income taxes as a percent of sales declined to 14.7% for the quarter from 16.0%
for the same period in 1999. The decline in income taxes in both dollars and as
a percent to sales was due to the decline in income from operations as
previously discussed.
INCOME BEFORE EXTRAORDINARY ITEM(S)--Income before extraordinary item(s)
declined $2.4 million, or 19.4%, to $10.0 million in the second quarter of 2000
from $12.4 million for the second quarter of 1999. The income before
extraordinary item(s) margin declined to 25.7% for the quarter from 28.4% for
the same period in 1999. The decline in income before extraordinary item(s) in
both dollars and as a percent of sales was primarily attributable to the decline
in sales volume and the increase in SG&A expense.
EXTRAORDINARY ITEM(S)--Extraordinary item(s) include $3.8 million, net of
tax, for the redemption premium on bonds related to the early retirement of
$66.0 million of senior subordinated notes, and $1.7 million, net of tax, for
the write off of deferred debt issuance costs related to the early paydown of
12
<PAGE>
$82.5 million of other long term debt. Both of these items occurred in the
second quarter of 1999 and resulted from the use of the proceeds of the initial
public offering, which occurred in March 1999.
NET INCOME--Net income increased $3.1 million, or 44.8%, to $10.0 million in
the second quarter of 2000 from $6.9 million in the second quarter of 1999. The
net income margin increased to 25.7% in the second quarter of 2000 from 15.8% in
the second quarter of 1999. The increase in net income in both dollars and as a
percent of sales was attributable to the impact of the extraordinary items,
which more than offset the decline in sales volume and the increase in SG&A
expense.
SIX MONTHS ENDED JUNE 30, 2000 VS. SIX MONTHS ENDED JUNE 30, 1999
NET SALES--Net sales declined $9.4 million, or 9.3%, to $91.5 million in the
first six months of 2000 from $100.9 million in the first six months of 1999.
Sales of Boyds' plush products declined $2.9 million, or 6.0%, compared to the
same period last year; sales of the Company's resin products declined
$11.1 million, or 30.2%, compared to the same period last year; sales of the
Company's doll products, previously included in the resin product category,
increased $2.7 million, compared to the same period last year; and sales of the
Company's newly introduced village products produced sales of $2.5 million.
Sales of plush products represented 53% of the Company's net sales of
$91.5 million for the first six months of 2000, while sales of resin products
represented 30%, doll products represented 5% 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 main
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 declined $9.0 million, or 13.4%, to
$58.2 million in the first six months of 2000 from $67.2 million for the first
six months of 1999. Gross profit as a percent of sales declined to 63.7% for the
first six months from 66.6% for the same period in 1999. The dollar decline in
gross profit was primarily attributable to the decline in sales volume. The
decrease in gross profit as a percent of sales for the first six months was
primarily attributable to slightly lower margins on the more recent product
introductions, increased freight costs and increased warehousing costs arising
from higher inventory levels needed to satisfy customer demand.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES (SG&A)--SG&A expenses increased
$2.7 million, or 31.8%, to $11.2 million for the first six months of 2000 from
$8.5 million for the first six months of 1999. SG&A expenses as a percent of
sales increased to 12.2% for the first six months from 8.4% for the same period
in 1999. The dollar increase 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 declined $11.7 million, or
19.8%, to $47.5 million in the first six months of 2000 from $59.2 million for
the first six months of 1999. The operating income margin declined to 52.0% for
the first six months from 58.7% for the same period in 1999. The dollar decline
in income from operations was primarily attributable to the decline in sales
volume, the decline in gross profit margin and the increase in SG&A expense. The
decline in operating income margin was primarily due to the decline in gross
profit margin and the increase in SG&A expense as a percent to sales.
TOTAL INTEREST EXPENSE--Total interest expense declined $4.1 million, or
29.9%, to $9.6 million in the first six months of 2000 from $13.7 million for
the first six months of 1999. Total interest expense as a percent of sales
declined to 10.5% for the first six months from 13.6% for the same period in
1999. The decline in total interest expense in both dollars and as a percent of
sales was due to the reduction of debt from excess cash and the reduction of
interest rates due to the deleveraging of Boyds.
INCOME TAXES--Income taxes declined $2.7 million, or 16.4%, to
$13.8 million in the first six months of 2000 from $16.5 million for the first
six months of 1999. Income taxes as a percent of sales declined to
13
<PAGE>
15.1% for the first six months from 16.3% for the same period in 1999. The
decline in income taxes in both dollars and as a percent to sales was due to the
decline in income from operations as previously discussed.
INCOME BEFORE EXTRAORDINARY ITEM(S)--Income before extraordinary item(s)
declined $5.0 million, or 17.1%, to $24.3 million in the first six months of
2000 from $29.3 million for the first six months of 1999. The income before
extraordinary item(s) margin declined to 26.6% for the first six months from
29.1% for the same period in 1999. The decline in income before extraordinary
item(s) in both dollars and as a percent of sales was primarily attributable to
the decline in sales volume and the increase in SG&A expense.
EXTRAORDINARY ITEM(S)--Extraordinary item(s) include $3.8 million, net of
tax, for the redemption premium on bonds related to the early retirement of
$66.0 million of senior subordinated notes, and $3.1 million, net of tax, for
the write off of deferred debt issuance costs related to the early paydown of
$82.5 million of other long term debt. Both of these items occurred in the
second quarter of 1999 and resulted from the use of the proceeds of the initial
public offering, which occurred in March 1999.
NET INCOME--Net income increased $1.5 million, or 6.7%, to $23.9 million in
the first six months of 2000 from $22.4 million for the first six months of
1999. The net income margin increased to 26.2% for the first six months from
22.2% for the same period in 1999. The increase in net income in both dollars
and as a percent of sales was attributable to the impact of the extraordinary
items, which more than offset the decline in sales volume and the increase in
SG&A expense.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations decreased $9.5 million, or 34.1%, to
$18.4 million for the first six months of 2000 from $27.9 million for the first
six months of 1999. The cash flow decrease was primarily attributable to the
decrease in the amortization and write off of deferred debt issuance costs, the
decrease in accrued expenses and the increase in accounts receivable--net,
inventory in transit and inventory--net, partially offset by increases in
interest payable, accrued taxes and net income. Net cash used in financing
activities decreased $7.8 million, or 23.5%, to $25.4 million for the first six
months of 2000, from $33.2 million for the first six months of 1999. The funds
obtained in 1999 were realized from the sale of Company stock and were used to
repay 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 April, 1998, 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 $202.0 million of the $325.0 million of term
loans under the credit agreement through June 30, 2000, leaving a balance
outstanding of $123.0 million. The revolving credit facility provides loans in
an aggregate amount of up to $40.0 million. Boyds had borrowed $3.0 million
under the revolving credit facility at June 30, 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 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.
14
<PAGE>
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 June 30, 2000, Boyds had repurchased 19,200 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.
On July 27, 2000 the Company announced that its Board of Directors had
approved a repurchase program for its outstanding 9% Series B Senior
Subordinated Notes due 2008. Any future repurchases under this program are
expected to be financed out of operating cash flow 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.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements"
("SAB 101"). SAB 101 was issued to provide guidance in applying generally
accepted accounting principles to the large number of revenue recognition issues
that registrants encounter, including nonrefundable, up-front fees and the
disclosure of judgements as to the appropriateness of the principles relating to
revenue recognition accounting policies. Since the issuance of SAB 101, the
Staff has received requests from a number of groups asking for additional time
to determine the effects, if any, on registrants' revenue recognition practices
and as such,
15
<PAGE>
the SEC has delayed the implementation date of SAB 101 until no later than the
fourth quarter of fiscal years beginning after December 15, 1999. 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.
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 sales. 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.
17
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K:
None.
18
<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.
<TABLE>
<S> <C> <C>
Date: August 14, 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>
19
