<PAGE>
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UNITED STATES
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
EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
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: 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)
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
(Class) (Outstanding as of November 6, 2000)
</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 September 30, 2000............................... 3
Condensed Consolidated Statements of Income for the Three
Months and the Nine Months Ended September 30, 1999 and
2000...................................................... 4
Condensed Consolidated Statement of Stockholders' Equity for
the Nine Months Ended September 30, 2000.................. 5
Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended September 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...................................................... 17
PART II. Other Information
Item 1. Legal Proceedings........................................... 18
Item 2. Exhibits and Reports on Form 8-K............................ 18
Signatures.................................................. 19
</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 SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 2000
------------ -------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 11,501 $ 9,811
Accounts receivable, less allowance for doubtful accounts
of $459 at December 31, 1999 and $1,459 at
September 30, 2000, respectively........................ 23,036 41,015
Inventory--primarily finished goods, less allowance for
obsolete inventory of $625 and $2,068 in 1999 and 2000,
respectively............................................ 12,392 13,746
Inventory in transit...................................... 1,950 1,244
Other current assets...................................... 1,313 830
-------- --------
Total current assets.................................... 50,192 66,646
Property and equipment:
Property and equipment.................................... 5,425 6,624
Less--accumulated depreciation (1,811) (2,531)
-------- --------
Total property and equipment............................ 3,614 4,093
Other assets:
Deferred debt issuance costs.............................. 6,384 5,021
Deferred tax asset........................................ 219,595 207,221
Other assets.............................................. 2,400 2,349
-------- --------
Total other assets...................................... 228,379 214,591
-------- --------
Total assets................................................ $282,185 $285,330
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 1,462 $ 616
Accrued taxes............................................. 2,262 559
Accrued expenses.......................................... 5,464 1,787
Interest payable.......................................... 2,635 4,699
Current portion of long-term debt......................... -- 6,250
-------- --------
Total current liabilities............................... 11,823 13,911
Long-term debt.............................................. 251,000 212,750
Commitments and contingencies (Notes 3, 5 and 7)
Stockholders' equity:
Common stock (61,838 shares issued and outstanding at
December 31, 1999 and September 30, 2000, respectively)
and paid-in capital in excess of par.................... (40,502) (41,133)
Other comprehensive income:
Cumulative translation adjustments........................ 1 22
Retained earnings......................................... 87,379 126,129
Less: Treasury shares at cost (2,766 and 2,685 shares at
December 31, 1999 and September 30, 2000,
respectively)........................................... (27,516) (26,349)
-------- --------
Total stockholders' equity.............................. 19,362 58,669
-------- --------
Total liabilities and stockholders' equity.................. $282,185 $285,330
======== ========
</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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 2000
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
1999 2000 1999 2000
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net sales................................................... $59,266 $59,392 $160,177 $150,871
Cost of goods sold.......................................... 20,146 22,206 53,872 55,457
------- ------- -------- -------
Gross profit.............................................. 39,120 37,186 106,305 95,414
Selling, general and administrative expenses................ 3,931 6,867 11,141 17,827
Other operating income...................................... 86 137 602 623
------- ------- -------- -------
Income from operations...................................... 35,275 30,456 95,766 78,210
------- ------- -------- -------
Other income/(expense)...................................... 35 39 327 229
Interest expense:
Interest expense.......................................... 4,896 5,190 18,171 14,474
Amortization of deferred debt issuance costs.............. 182 179 597 538
------- ------- -------- -------
Total interest expense...................................... 5,078 5,369 18,768 15,012
------- ------- -------- -------
Income before provision for
income taxes and extraordinary item(s).................... 30,232 25,126 77,325 63,427
Provision for income taxes.................................. 11,287 10,149 29,050 24,149
------- ------- -------- -------
Income before extraordinary item(s)......................... 18,945 14,977 48,275 39,278
Extraordinary item(s):
Redemption premium on bonds (net of $2,138 tax benefit)... -- -- 3,802 --
Write off of deferred debt issuance costs (net of $36,
$98, $1,768 and $297 tax benefits respectively)......... 64 174 3,144 528
------- ------- -------- -------
Total extraordinary item(s)................................. 64 174 6,946 528
------- ------- -------- -------
Net income.................................................. $18,881 $14,803 $ 41,329 $38,750
======= ======= ======== =======
Earnings per share:
Basic Earnings Per Share
Income Before Extraordinary Item(s)..................... $ 0.31 $ 0.25 $ 0.81 $ 0.66
Extraordinary Item(s):
--Redemption Premium on Bonds -- -- (0.06) --
--Write Off of Deferred Debt Issuance Costs -- -- (0.05) --
------- ------- -------- -------
Net Income.............................................. $ 0.31 $ 0.25 $ 0.70 $ 0.66
------- ------- -------- -------
Diluted Earnings Per Share
Income Before Extraordinary Item(s)..................... $ 0.31 $ 0.25 $ 0.81 $ 0.66
Extraordinary Item(s):
--Redemption Premium on Bonds........................... -- -- (0.06) --
--Write Off of Deferred Debt Issuance Costs............. -- -- (0.05) (0.01)
------- ------- -------- -------
Net Income.............................................. $ 0.31 $ 0.25 $ 0.70 $ 0.65
======= ======= ======== =======
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
THE BOYDS COLLECTION, LTD.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK
---------------------- COMMON STOCK ACCUMULATED
SHARES AND PAID-IN OTHER
ISSUED AND TREASURY CAPITAL IN TREASURY COMPREHENSIVE RETAINED
OUTSTANDING STOCK EXCESS OF PAR STOCK INCOME EARNINGS
----------- -------- ------------- -------- ------------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 2000......... 61,838 2,766 $(40,502) $(27,516) 1 $ 87,379
Issuance of common stock....... -- (100) (631) 1,292 -- --
Repurchase of common stock..... -- 19 -- (125) -- --
Other comprehensive income:
Foreign currency
translation................ -- -- -- -- 21 --
Net income..................... -- -- -- -- -- 38,750
Comprehensive income........... -- -- -- -- 21 --
------ ----- -------- -------- --- --------
Balance, September 30, 2000...... 61,838 2,685 $(41,133) $(26,349) $22 $126,129
====== ===== ======== ======== === ========
<CAPTION>
OTHER TOTAL
COMPREHENSIVE STOCKHOLDERS'
INCOME EQUITY
------------- -------------
(IN THOUSANDS)
<S> <C> <C>
Balance, January 1, 2000......... -- $19,362
Issuance of common stock....... -- 661
Repurchase of common stock..... -- (125)
Other comprehensive income:
Foreign currency
translation................ 21 21
Net income..................... 38,750 38,750
-------
Comprehensive income........... $38,771 --
======= -------
Balance, September 30, 2000...... $58,669
=======
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
THE BOYDS COLLECTION, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 2000
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------
1999 2000
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 41,329 $38,750
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................... 344 802
Amortization and write off of deferred debt issuance
costs................................................. 5,350 1,363
Amortization of deferred tax asset...................... 12,294 12,374
Changes in assets and liabilities:
Accounts receivable -- net............................ (14,625) (17,979)
Inventory............................................. (2,978) (1,354)
Inventory in transit.................................. 1,543 706
Other current assets.................................. (255) 483
Other assets.......................................... (94) (31)
Accounts payable...................................... (340) (846)
Accrued taxes......................................... 176 (1,703)
Accrued expenses...................................... (665) (3,677)
Interest payable...................................... (741) 2,064
Current portion of long-term debt..................... -- 6,250
-------- -------
Net cash provided by operating activities........... 41,338 37,202
-------- -------
Cash flows from investing activities:
Purchase of property and equipment........................ (1,656) (1,199)
-------- -------
Net cash used in investing activities............... (1,656) (1,199)
-------- -------
Cash flows from financing activities:
Repayment of debt......................................... (187,000) (38,250)
Sale of common stock (net of related fees and expenses)... 153,946 661
Repurchase of common stock................................ (9,518) (125)
-------- -------
Net cash used in financing activities............... (42,572) (37,714)
-------- -------
Effect of exchange rate changes on cash..................... (60) 21
-------- -------
Net increase (decrease) in cash and cash equivalents........ (2,950) (1,690)
Cash and cash equivalents, beginning of period.............. 11,606 11,501
-------- -------
Cash and cash equivalents, end of period.................... $ 8,656 $ 9,811
======== =======
Cash paid during the period for interest.................... $ 18,739 $12,371
======== =======
Cash paid during the period for income taxes................ $ 11,250 $13,378
======== =======
</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 September 30, 2000, the
condensed consolidated statements of income for the three months and the nine
months ended September 30, 1999 and 2000, the condensed consolidated statement
of stockholders' equity for the nine months ended September 30, 2000 and the
condensed consolidated statements of cash flows for the nine months ended
September 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 nine months ended September 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 attorney fees, were approximately $153.9 million. On March 12, 1999,
$82.5 million of indebtedness under Boyd's 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 September 30, 2000, Boyds had letters of credit
outstanding under bank credit agreements amounting to $7,877 and $5,580,
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 third quarter and first nine months ended September 30, 1999, Boyds
paid to Kohlberg, Kravis & Roberts approximately $94 and $368, respectively, for
management fees and related expenses. For the third quarter and first nine
months ended September 30, 2000, Boyds paid to Kohlberg, Kravis & Roberts
approximately $94 and $667, 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, SEPTEMBER 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 19,750
Secured revolving loan commitment of $40,000.
Interest based on LIBOR or base rate as
defined......................................... -- 12,000
-------- --------
Sub-total........................................... 251,000 219,000
Less: Current portion of long-term debt............. -- (6,250)
-------- --------
$251,000 $212,750
======== ========
</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. As of September 30, 2000, Boyds is in compliance with the required
financial covenants of the credit facility.
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 September 30, 2000, the weighted average interest rate in effect for the
term loans was 7.601%, while the interest rate for the revolver was 7.3125%.
Boyds also has outstanding 9% Senior Subordinated Notes due 2008, originally
issued in the aggregate principal amount of $165.0 million. The notes contain
certain financial covenants, including restricting Boyds' ability to incur
additional indebtedness, 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>
2001...................................................... $ 6,250
2002...................................................... 14,000
2003...................................................... 17,000
2004...................................................... 23,000
Thereafter................................................ 158,750
</TABLE>
6. INCOME TAXES
For federal income tax purposes, Boyds has elected to treat its
recapitalization and stock purchase 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
charge 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
1999 2000 1999 2000
-------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Numerator for basic and diluted earnings per share:
Net income............................................ $18,881 $14,803 $41,329 $38,750
======= ======= ======= =======
Denominator:
Denominator for basic earnings per share--weighted
average shares...................................... 61,101 59,153 59,393 59,147
Effect of dilutive securities:
Effect of shares issuable under stock option plans
based on treasury stock method...................... 630 271 641 172
------- ------- ------- -------
Denominator for diluted earnings per share--weighted
average shares........................................ 61,731 59,424 60,034 59,319
======= ======= ======= =======
</TABLE>
9. SUBSEQUENT EVENTS
On October 17, 2000, Boyds repaid a further $13.75 million of the Tranche B
Term Loans, leaving a balance outstanding of $6.0 million.
As of November 6, 2000, Boyds had repurchased $11.5 million of its
outstanding 9% Series B Senior Subordinated Notes due 2008, pursuant to its bond
repurchase program for an aggregate amount of approximately $10.9 million. These
repurchases were financed out of operating cash flow and $3.5 million of
borrowings from its revolver.
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 NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
1999 2000 1999 2000
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales................................................... 100.0 % 100.0% 100.0% 100.0%
Gross profit................................................ 66.0 62.6 66.3 63.2
Selling, general and administrative expenses................ 6.6 11.6 7.0 11.8
Other operating income...................................... 0.1 0.2 0.4 0.4
----- ----- ----- -----
Income from operations.................................... 59.5 51.2 59.7 51.8
----- ----- ----- -----
Other income/(expense)...................................... 0.1 0.1 0.2 0.2
Interest expense............................................ 8.6 9.0 11.7 10.0
Provision for income taxes.................................. 19.0 17.1 18.1 16.0
----- ----- ----- -----
Income before extraordinary items......................... 32.0 % 25.2% 30.1% 26.0%
===== ===== ===== =====
Extraordinary item(s) (net of $36, $98, $3,906 and $297 tax
benefits, respectively)................................... 0.1 0.3 4.3 0.3
----- ----- ----- -----
Net income................................................ 31.9 % 24.9% 25.8% 25.7%
===== ===== ===== =====
</TABLE>
11
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 2000 VS. THREE MONTHS ENDED SEPTEMBER 30, 1999
NET SALES--Net sales increased $0.1 million, or 0.2%, to $59.4 million in
the third quarter of 2000 from $59.3 million for the third quarter of 1999.
Sales of Boyds' plush products decreased $3.3 million, or 10.2%, compared to the
same quarter last year; sales of the Company's resin products decreased
$0.8 million, or 3.5%, compared to the same quarter last year; sales of the
Company's doll products, previously included in the resin product category,
decreased $0.1 million, or 4.0%, compared to the same quarter last year; and
sales of the Company's newly introduced village products produced sales of
$3.0 million. Sales of plush products represented 49% of the Company's net sales
of $59.4 million in the quarter, while sales of resin products represented 37%,
doll products represented 4% and village products represented 5%. During the
quarter the continued strength of our village product line partially offset the
slightly lower order volume for both plush products and collectible resin
products, and the strategic elimination of certain product categories.
GROSS PROFIT--Gross profit declined $1.9 million, or 4.9%, to $37.2 million
in the third quarter of 2000 from $39.1 million for the third quarter of 1999.
Gross profit as a percent of sales declined to 62.6% for the quarter from 66.0%
for the same period in 1999. However, the dollar decline in gross profit and the
decrease in gross profit as a percent of sales for the quarter were primarily
attributable to a provision of $2.0 million for slow-moving inventory. Excluding
this provision, gross profit as a percent to sales was 66.0% which is the same
as was achieved for the same period last year, and reflects the impact of the
corrective actions taken in the second quarter of this year.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES (SG&A)--SG&A expenses increased
$3.0 million, or 76.9%, to $6.9 million in the third quarter of 2000 from
$3.9 million for the third quarter of 1999. SG&A expenses as a percent of sales
increased to 11.6% for the quarter from 6.6% for the same period in 1999. The
dollar increase for the quarter was primarily due to increased wages incurred in
adding additional personnel, and a provision of $1.0 million for doubtful
accounts. The increase in the percent of sales for the period was primarily due
to the increased wages and a provision of $1.0 million for doubtful accounts. It
should be noted that the headcount at the end of this quarter is 299, which
compares to 298 at the end of the same period last year.
INCOME FROM OPERATIONS--Income from operations declined $4.8 million, or
13.6%, to $30.5 million in the third quarter of 2000 from $35.3 million for the
third quarter of 1999. The operating income margin declined to 51.2% for the
quarter from 59.5% for the same period in 1999. The dollar decline in income
from operations for the quarter was primarily attributable to the $2.0 million
provision for slow-moving inventory and the increase in SG&A expense. The
decline in operating income margin for the period was primarily due to the
$2.0 million provision for slow-moving inventory and the increase in SG&A
expense as a percent to sales.
TOTAL INTEREST EXPENSE--Total interest expense increased $0.3 million, or
5.9%, to $5.4 million in the third quarter of 2000 from $5.1 million for the
third quarter of 1999. Total interest expense as a percent of sales increased to
9.0% for the quarter from 8.6% for the same period in 1999. The increase in
interest expense in both dollars and as a percent of sales for the quarter was
primarily due to the increase in the applicable bank debt interest rates.
INCOME TAXES--Income taxes declined $1.2 million, or 10.6%, to
$10.1 million in the third quarter of 2000 from $11.3 million for the third
quarter of 1999. Income taxes as a percent of sales declined to 17.1% for the
quarter from 19.0% for the same period in 1999. The decline in income taxes in
both dollars and as a percent to sales for the quarter was due to the decline in
income from operations as previously discussed, partially offset by a
$0.9 million accrual to record an increase in the estimated effective tax rate.
INCOME BEFORE EXTRAORDINARY ITEM(S)--Income before extraordinary item(s)
declined $3.9 million, or 20.6%, to $15.0 million in the third quarter of 2000
from $18.9 million for the third quarter of 1999.
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The income before extraordinary item(s) margin declined to 25.2% for the quarter
from 32.0% for the same period in 1999. The decline in actual net income before
extraordinary item in both dollars and as a percent of sales for the quarter was
primarily attributable to the $2.0 million provision for slow-moving inventory,
the increase in SG&A expense and the $0.9 million additional income tax accrual.
NINE MONTHS ENDED SEPTEMBER 30, 2000 VS. NINE MONTHS ENDED SEPTEMBER 30, 1999
NET SALES--Net sales declined $9.3 million, or 5.8%, to $150.9 million in
the first nine months of 2000 from $160.2 million in the first nine months of
1999. Sales of Boyds' plush products declined $6.2 million, or 7.7%, compared to
the same period last year; sales of the Company's resin products declined
$11.9 million, or 20.0%, compared to the same period last year; sales of the
Company's doll products, previously included in the resin product category,
increased $2.6 million, or 56.5%, compared to the same period last year; and
sales of the Company's newly introduced village products produced sales of
$5.5 million. Sales of plush products represented 49% of the Company's net sales
of $150.9 million for the first nine months of 2000, while sales of resin
products represented 31%, doll products represented 5% and village products
represented 4%. 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 $10.9 million, or 10.3%, to
$95.4 million in the first nine months of 2000 from $106.3 million for the first
nine months of 1999. Gross profit as a percent of sales declined to 63.2% for
the first nine months from 66.3% for the same period in 1999. The dollar decline
in gross profit was primarily attributable to the decline in sales volume and a
provision of $2.0 million for slow-moving inventory. The decrease in gross
profit as a percent of sales was primarily attributable to slightly lower
margins on the Spring 2000 product introductions, a situation which has now been
remedied, increased freight costs, increased warehousing costs arising from
higher inventory levels needed to satisfy customer demand, and a provision of
$2.0 million for slow-moving inventory.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES (SG&A)--SG&A expenses increased
$6.7 million, or 60.4%, to $17.8 million for the first nine months of 2000 from
$11.1 million for the first nine months of 1999. SG&A expenses as a percent of
sales increased to 11.8% for the first nine months from 7.0% for the same period
in 1999. The dollar increase was primarily due to increased wages incurred in
adding additional personnel, and a provision of $1.0 million for doubtful
accounts. The increase in the percent of sales was primarily due to the
increased wages, a provision of $1.0 million for doubtful accounts and the
decrease in sales.
INCOME FROM OPERATIONS--Income from operations declined $17.6 million, or
18.4%, to $78.2 million in the first nine months of 2000 from $95.8 million for
the first nine months of 1999. The operating income margin declined to 51.8% for
the first nine months from 59.7% for the same period in 1999. The dollar decline
in income from operations was primarily attributable to the decline in sales.
The decline in operating income margin was primarily due to the $2.0 million
provision for slow-moving inventory and the increase in SG&A expense as a
percent to sales.
TOTAL INTEREST EXPENSE--Total interest expense declined $3.8 million, or
20.2%, to $15.0 million in the first nine months of 2000 from $18.8 million for
the first nine months of 1999. Total interest expense as a percent of sales
declined to 10.0% for the first nine months from 11.7% 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.
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<PAGE>
INCOME TAXES--Income taxes declined $5.0 million, or 17.2%, to
$24.1 million in the first nine months of 2000 from $29.1 million for the first
nine months of 1999. Income taxes as a percent of sales declined to 16.0% for
the first nine months from 18.1% 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, partially offset by a
$0.9 million accrual to record an increase in the estimated effective tax rate.
INCOME BEFORE EXTRAORDINARY ITEM(S)--Income before extraordinary item(s)
declined $9.0 million, or 18.6%, to $39.3 million in the first nine months of
2000 from $48.3 million for the first nine months of 1999. The income before
extraordinary item(s) margin declined to 26.0% for the first nine months from
30.1% 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 $2.0 million provision for slow-moving inventory, the increase in SG&A
expense, the $0.9 million additional income tax accrual, and the sales decline.
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 declined $2.5 million, or 6.1%, to $38.8 million in
the first nine months of 2000 from $41.3 million for the first nine months of
1999. The net income margin declined to 25.7% for the first nine months from
25.8% for the same period in 1999. The decline in net income in both dollars and
as a percent of sales was primarily due to the decline in sales, the
$2.0 million provision for slow-moving inventory, and the increase in SG&A
expense which, together, more than offset the impact of the extraordinary items
in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations decreased $4.1 million, or 9.9%, to $37.2 million
for the first nine months of 2000 from $41.3 million for the first nine months
of 1999. The cash flow decrease was primarily attributable to the decreases in
net income, accrued expenses and accrued taxes, and the increase in accounts
receivable, partially offset by the increase in interest payable and lower
inventory growth. Net cash used in financing activities decreased $4.9 million,
or 11.5%, to $37.7 million for the first nine months of 2000, from
$42.6 million for the first nine months of 1999. The funds obtained in 1999 were
realized primarily 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 $217.0 million of the $325.0 million of term
loans under the credit agreement through September 30, 2000, leaving a balance
outstanding of $108.0 million. The revolving credit facility provides loans in
an aggregate amount of up to $40.0 million. Boyds had borrowed $12.0 million
under the revolving credit facility at September 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
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<PAGE>
on April 21, 2005. Effective April 21, 2000, the Tranche A term loan is
amortizing over six years and the Tranche B term loan is amortizing 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 September 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. As of September 30, 2000, Boyds had not repurchased
any notes pursuant to this note repurchase program. 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
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<PAGE>
the effective date for one year to fiscal years beginning after June 15, 2000.
Boyds has determined that the adoption of this statement will not affect its
financial position or results of operations.
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, 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 continues to study SAB 101, however, it is anticipated that its adoption
will not affect the Company's financial position or results of operations.
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; 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.
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<PAGE>
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.
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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> <C> <S> <C> <C>
27 Financial Data Schedule
(b) Reports on Form 8-K:
None.
</TABLE>
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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: November 7, 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
CHIEF FINANCIAL OFFICER
</TABLE>
19
