BOYDS COLLECTION LTD - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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 JUNE 30, 2002
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

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THE BOYDS COLLECTION, LTD.

(Exact Name of Registrant as Specified in its Charter)

MARYLAND 52-1418730
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or Organization)

350 SOUTH STREET, MCSHERRYSTOWN, 17344
PENNSYLVANIA, ATTN.: JOSEPH E. MACHARSKY (Zip Code)
(Address of Principal Executive Offices)

(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:

COMMON STOCK, PAR VALUE $.0001 PER SHARE 59,111,452
(Class) (Outstanding as of August 8, 2002)

2

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE BOYDS COLLECTION, LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2001 (AUDITED) AND JUNE 30, 2002 (UNAUDITED)

See notes to condensed consolidated financial statements.

3

THE BOYDS COLLECTION, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS AND THE SIX MONTHS ENDED JUNE 30, 2001 AND 2002
(UNAUDITED)

See notes to condensed consolidated financial statements.

4

THE BOYDS COLLECTION, LTD.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

See notes to condensed consolidated financial statements.

5

THE BOYDS COLLECTION, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2002
(UNAUDITED)

See notes to condensed consolidated financial statements.

6

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 "Company") is primarily a wholesaler
and importer of resin figurines and plush animals that are distributed to retail
operations primarily throughout the United States. Substantially all of its
products are sourced from foreign manufacturers in China through buying
agencies.

The condensed consolidated balance sheet, as of June 30, 2002, the condensed
consolidated statements of income for the six and three months ended June 30,
2001 and 2002, the condensed consolidated statement of stockholders' equity for
the six months ended June 30, 2002 and the condensed consolidated statements of
cash flows for the six months ended June 30, 2001 and 2002 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 and three
months ended June 30, 2002 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 Boyds' Annual
Report on Form 10-K filed with the Securities and Exchange Commission on
March 28, 2002.

In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and
Other Intangible Assets", which is effective January 1, 2002. SFAS 142 requires,
among other things, the discontinuance of goodwill amortization. In addition,
the standard includes provisions for the reclassification of certain existing
recognized intangibles as goodwill, reassessment of the useful lives of existing
recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill. SFAS 142 also
required the Company to complete a transitional goodwill impairment test six
months from the date of adoption. The result of this impairment test identified
that as of January 1, 2002 there are no impairments of goodwill or intangible
assets to be recorded. Boyds will continue to conduct impairment tests as
required. As of January 1, 2002, Boyds discontinued the amortization of all
goodwill. Amortization for the six months ended June 30, 2001 was $66.

In October 2001, the FASB issued SFAS No. 144 ("SFAS 144"), "Accounting for
the Impairment of Long-Lived Assets" which supersedes SFAS No. 121
("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" and the accounting and reporting provisions
of APB No. 30, "Reporting the Results of Operations--Reporting and Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions" for the disposal of a segment of business.
This statement is effective for fiscal years beginning after December 15, 2001.
SFAS 144 retains many of the provisions of SFAS 121, but addresses certain
implementation issues associated with that Statement. Boyds adopted this
standard on January 1, 2002 and has determined that the adoption did not have a
significant impact on the financial position, results of operations or cash
flows of Boyds.

In April 2002, the FASB issued SFAS No. 145 ("SFAS 145"), "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." This statement is effective for fiscal years beginning
after May 15, 2002. SFAS 145 requires, among other things, eliminating the
extraordinary item treatment of debt extinguishments used as part of the Boyds'
risk management strategy.

7

THE BOYDS COLLECTION, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)

1. INTERIM FINANCIAL STATEMENTS (CONTINUED)
In June 2002, the FASB issued SFAS No. 146 ("SFAS 146"), "Accounting for
Costs Associated with Exit or Disposal Activities." This statement requires
recording costs associated with exit or disposal activities at their fair values
when a liability has been incurred. Under previous guidance, certain exit costs
were accrued upon management's commitment to an exit plan, which is generally
before an actual liability has been incurred. Adoption of this statement is
required at the beginning of fiscal year 2003. Management does not expect that
adoption of this pronouncement will have a material effect on the financial
position, results of operations or cash flow of Boyds.

During the first quarter of 2002, Boyds reduced capitalized software costs
to its net realizable value through an impairment charge totaling $0.3 million,
recorded in selling, general and administrative expenses on the condensed
consolidated statement of income. The software costs were associated with a
sales interface system that was expected to improve sales force efficiency and
effectiveness.

2. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

At December 31, 2001 and at June 30, 2002, Boyds had letters of credit
outstanding under its bank credit agreement amounting to $6.3 million and
$8.4 million, respectively. These letters of credit represent Boyds' commitment
to purchase inventory, which is to be produced and/or shipped.

3. RELATED PARTY TRANSACTIONS

Kohlberg, Kravis Roberts & Co. L.P. ("KKR") represents a 59% shareholder of
Boyds. For the second quarter and first six months ended June 30, 2001 Boyds
paid to KKR approximately $99 and $194 for management fees, recruitment fees and
related expenses. For the second quarter and first six months ended June 30,
2002 Boyds paid to KKR approximately $94 and $187 for management fees,
recruitment fees and related expenses.

During the first quarter of 2001, Boyds purchased approximately 111 acres of
land from New Farm Operating, Inc., whose sole stockholder is Justina Lowenthal,
wife of director and Chairman Emeritus, Gary Lowenthal. The purchase price was
$0.5 million. This land is being used for the future site of the store and
museum, which is included in property and equipment. In the opinion of
management, this transaction was executed on terms comparable to an arms length
transaction.

8

THE BOYDS COLLECTION, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)

4. PROPERTY AND EQUIPMENT

The components of property and equipment at December 31, 2001 and June 30,
2002 were, as follows:

5. LONG-TERM DEBT

Long-term debt is summarized as follows:

The Senior Subordinated Notes have an optional redemption feature
exercisable by Boyds any time on or after May 15, 2003 at 104.5% of face value.
Each year thereafter, the rate decreases by 1.5%. Interest on the Notes is
payable semi-annually on May 15 and November 15.

For the three months ended June 30, 2001 and 2002, the weighted average
interest rates in effect for the Tranche A Term Loan was 4.8% and 2.543%,
respectively. At June 30, 2002, the weighted average interest rate in effect for
the revolving loan was 3.836%. In addition, the Tranche A Term Loan has
predetermined annual payments through April 2005.

9

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 Credit Agreement contains certain covenants, including the requirement
of a minimum interest coverage ratio as defined in the agreement and substantial
restrictions as to dividends and distributions. Boyds is in compliance with all
applicable covenants as of June 30, 2002. The agreement also provides that the
Term Loan and revolving loan commitment be secured by the capital stock of
Boyds' current and future subsidiaries. In addition, the Term Loan is 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 has the option
of selecting its own interest period at one, two, three, six, nine or twelve
month periods.

The scheduled maturities of the long-term debt, including current portion,
are as follows:

2002...................................................... $ 0
2003...................................................... 17,000
2004...................................................... 23,000
2005...................................................... 33,000
2006...................................................... --
Thereafter................................................ 46,689
--------
$119,689
========

6. PROVISION FOR INCOME TAXES

For federal income tax purposes, Boyds has elected to treat the
recapitalization and stock purchase that occurred in April 1998 as an asset
acquisition by making an Internal Revenue Code Section 338(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, and
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.

On June 21, 2001 the Pennsylvania General Assembly passed House Bill 334.
Included in this Bill were income and franchise tax changes, retroactive to
January 1, 2001. As a result Boyds recorded a tax benefit for the increase in
the deferred tax asset value in 2001, which resulted in an effective tax rate of
24.6% in 2001. The effective tax rate for the six months ended June 30, 2002 was
42.0%.

7. CONTINGENCIES

Boyds is involved in various legal proceedings, claims and governmental
audits in the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters will not have a material adverse effect on
the financial position or results of operations of Boyds.

10

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 for the net income available
to common stockholders:

11

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 sells its products through an extensive network of approximately 18,000
accounts comprised of independent gift and collectibles retailers, premier
department stores, selected catalogue retailers and other electronic and retail
channels.

Boyds' sales consist of plush animals, resin figurines, dolls, villages,
home decor and other products. Other products include collectors club sales,
which 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 45,000 paying members;
international sales; and related accessories.

Boyds licenses its product designs to other companies for products including
home textiles, infant clothing and wallpaper. 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 in net sales.

Boyds exhibits its products at many national and regional tradeshows where
orders are taken by Boyds' employees. Boyds operates almost exclusively out of a
leased office/distribution facility in McSherrystown, Pennsylvania where it
believes both labor and rental costs are attractive.

CRITICAL ACCOUNTING POLICIES

Preparing the financial statements in conformity with accounting principles
generally accepted in the United States of America requires that management make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Predicting future events is inherently an
imprecise activity and as such requires the use of judgment. Actual results may
vary from estimates in amounts that may be material to the financial statements.
Management believes that the estimates and assumptions used in connection with
the amounts reported in Boyds' financial statements and related disclosures are
reasonable and made in good faith.

The most significant accounting estimates inherent in the preparation of
Boyds' financial statements include estimates related to valuing the ultimate
collectability of accounts receivable and realizable value of inventory. In
addition, a significant amount of judgment exists in defining deferred tax
valuation accounts. The process of determining estimates is based on several
factors, including historical experience, current and anticipated economic
conditions and customer profiles. Boyds continually reevaluates these key
factors and makes adjustments to estimates where appropriate. The following are
Boyds' critical accounting policies, some of which require the application of
significant estimates and assumptions.

- Sales revenue, net of returns and discounts, is recognized upon shipment
of the items, when title passes to the customer. The most significant
financial statement line item, net sales, represents transactions
consistent with Boyds' primary business focus and meets the criteria of
Staff Accounting Bulletin No. 101, including the transfer of title,
probable collectability, identified customer and no recourse.

- Accounts receivable are presented at estimated net realizable value. Boyds
uses estimates in determining the collectability of its accounts
receivable and must rely on its evaluation of historical bad debts,
customer credit ratings, current economic trends and changes in customer
payment terms to arrive at appropriate reserves. Material differences may
result in the amount and timing of earnings if actual experience differs
significantly from management estimates.

12

- Inventories are stated at the lower of cost or market. Cost is determined
under the first-in, first-out method of accounting. Boyds records
adjustments to the value of this inventory in situations where it appears
that Boyds will not be able to recover the cost of the product. This lower
of cost or market analysis is based on Boyds' estimate of forecasted
demand by customer by product. A decrease in product demand due to
changing customer tastes, consumer buying patterns or loss of shelf space
to competitors could significantly impact Boyds' evaluation of its excess
and obsolete inventories.

- Under the requirements of Statement of Financial Accounting Standards
(SFAS) Nos.142 and 144, Boyds assessed the potential impairment of
identifiable intangibles, long-lived assets and acquired goodwill whenever
events or changes in circumstances indicated that the carrying value may
not be recoverable. In performing this evaluation, the Company evaluated
current and future economic and business trends to develop business
forecasts of future performance and related cash flows. Such estimates
require the use of judgment and numerous subjective assumptions. As of
January 1, 2002 based on Boyds evaluation there was no impairment of
goodwill, identifiable intangibles or long-lived assets.

FACTORS WHICH AFFECT BOYDS' RESULTS OF OPERATIONS

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.

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.

RESULTS OF OPERATIONS

Net sales consist of sales of our products, net of sales discounts product
returns and allowances, collectors club sales generated from Boyds' collectors
club and royalty income from licenses held by Boyds. Sales are primarily made on
a purchase order basis. Revenue associated with sales is recognized when
products are shipped to the customer.

Cost of goods sold consists of product costs, freight and warehousing costs.
Selling, general and administrative expenses include overhead, selling and
marketing costs, administration and professional fees.

Other income consists of interest income and exchange rate gain/loss.

13

The following table sets forth the components of net income as a percentage
of net sales for the periods indicated:

THREE MONTHS ENDED JUNE 30, 2002 VS. THREE MONTHS ENDED JUNE 30, 2001

NET SALES--Net sales declined $3.0 million, or 11.0%, to $24.3 million in
the second quarter of 2002 from $27.3 million for the second quarter of 2001.
Sales of Boyds' plush products increased $0.3 million, or 2.2%, resin product
sales declined $2.3 million, or 29.4%, doll product sales declined
$0.9 million, or 63.3%, village product sales increased $0.3 million, or 97.3%,
and home decor product sales declined $0.5 million, or 55.1%. As a percentage of
net sales for the quarter, plush products represented 60%, resin products
represented 23%, doll products represented 2%, village products represented 2%
and home decor products represented 2%.

The sales shortfall was primarily due to the continuing reduction in order
volume from our accounts, particularly in the resin category, reflecting the
challenging environment that many of our retailers face. Our plush product sales
increased slightly this quarter demonstrating the strength of our plush product
and marketing focus on giftability in this difficult market.

GROSS PROFIT--Gross profit declined $2.4 million, or 13.9%, to
$15.2 million in the second quarter of 2002 from $17.6 million for the second
quarter of 2001. Gross profit as a percentage of net sales decreased to 62.4%
for the quarter from 64.5% for the same period in 2001. The dollar decline was
primarily attributable to the decline in sales volume. The decrease in the
percentage of net sales was due to an increased obsolete inventory allowance for
slower moving product lines.

SELLING, GENERAL & ADMINISTRATIVE EXPENSES (SG&A)--SG&A decreased
$0.1 million, to $6.1 million in the second quarter of 2002 from $6.2 million
for the second quarter of 2001. SG&A as a percent of net sales increased to
25.1% for the quarter from 22.5% for the same period in 2001. SG&A expenses were
consistent with last year. The increase in the percentage of net sales was
primarily due to the decrease in sales.

INCOME FROM OPERATIONS--Income from operations declined $2.4 million, or
20.8%, to $9.1 million in the second quarter of 2002 from $11.5 million for the
second quarter of 2001. Income from operations as a percentage of net sales
declined to 37.3% for the quarter from 41.9% for the same period in 2001. The
dollar decline and the decline in the percentage of net sales were primarily
attributable to the decline in sales volume.

14

TOTAL INTEREST EXPENSE--Total interest expense declined $1.5 million, or
46.9% to $1.7 million in the second quarter of 2002 from $3.2 million for the
second quarter of 2001. Total interest expense as a percentage of net sales
declined to 7.0% for the quarter from 11.8% for the same period in 2001. The
dollar decline and the decline in the percentage of net sales were due to the
reduction of debt from excess cash and a decline in interest rates.

PROVISION FOR INCOME TAXES--Provision for income taxes was flat at
$3.3 million for the second quarter of 2001 and 2002. Provision for income taxes
as a percentage of net sales increased to 13.6% for the quarter from 12.0% for
the same period in 2001. The increase in the percentage of net sales was due
primarily to a change in the Pennsylvania State Corporation Income Tax
regulations, which resulted in an increase in the company's deferred tax asset
and a reduction in income tax expense for 2001 and a higher effective tax rate
for 2002.

NET INCOME--Net income declined $0.8 million, or 15.1%, to $4.1 million in
the second quarter of 2002 from $4.9 million for the second quarter of 2001. Net
income as a percent of sales decreased to 17.0% for the quarter from 17.8% for
the same period in 2001. The dollar decline was primarily attributable to the
decline in sales volume. The decrease in the percent of sales was primarily due
to higher effective tax rate and the impact of the decline in sales volume.

SIX MONTHS ENDED JUNE 30, 2002 VS. SIX MONTHS ENDED JUNE 30, 2001

NET SALES--Net sales declined $12.9 million, or 16.6%, to $64.8 million in
the first six months of 2002 from $77.7 million for the first six months of
2001. Sales of Boyds' plush products declined $1.6 million, or 4.1%, resin
product sales declined $7.5 million, or 31.1%, doll product sales declined
$1.1 million, or 42.0%, village product sales declined $1.2 million, or 46.7%,
and home decor product sales declined $0.8 million, or 37.9%. As a percentage of
net sales for the first six months, plush products represented 57%, resin
products represented 26%, doll products represented 2%, village products
represented 2% and home decor products represented 2%.

The sales shortfall was primarily due to the continuing reduction in order
volume from our accounts, particularly in the resin category, reflecting the
challenging environment that many of our retailers face especially in the
collectible segment of the gift industry. This was only partially offset by our
product and marketing focus on giftablilty.

GROSS PROFIT--Gross profit declined $8.5 million, or 16.9%, to
$41.5 million in the first six months of 2002 from $50.0 million for the first
six months of 2001. Gross profit as a percentage of net sales decreased to 64.1%
for the first six months from 64.3% for the same period in 2001. The dollar
decline was primarily attributable to the decline in sales volume.

SELLING, GENERAL & ADMINISTRATIVE EXPENSES (SG&A)--SG&A increased
$0.5 million, to $11.4 million in the first six months of 2002 from
$10.9 million for the first six months of 2001. SG&A as a percent of net sales
increased to 17.5% for the first six months from 14.1% for the same period in
2001. The dollar increase was primarily due to increased display costs of
$0.3 million to help retailers promote giftability, and an asset impairment
charge of $.3 million for software whose use was discontinued during the first
quarter, which were partially offset by a decrease in the allowance for doubtful
accounts. The increase in the percentage of net sales was primarily due to the
decrease in sales.

INCOME FROM OPERATIONS--Income from operations declined $8.9 million, or
22.8%, to $30.2 million in the first six months of 2002 from $39.1 million for
the first six months of 2001. Income from operations as a percentage of net
sales declined to 46.6% for the first six months from 50.3% for the same period
in 2001. The dollar decline and the decline in the percentage of net sales were
primarily attributable to the decline in sales volume.

TOTAL INTEREST EXPENSE--Total interest expense declined $3.5 million, or
49.1% to $3.6 million in the first six months of 2002 from $7.1 million for the
first six months of 2001. Total interest expense as a

15

percentage of net sales declined to 5.6% for the first six months from 9.1% for
the same period in 2001. The dollar decline and the decline in the percentage of
net sales were due to the reduction of debt from excess cash and a decline in
interest rates.

PROVISION FOR INCOME TAXES--Provision for income taxes declined
$1.0 million, or 8.1%, to $11.2 million in the first six months of 2002 from
$12.2 million for the first six months in 2001. Provision for income taxes as a
percentage of net sales increased to 17.3% for the first six months from 15.7%
for the same period in 2001. The dollar decline was due primarily to the decline
in sales volume. The increase in the percentage of net sales was due primarily
to a change in the Pennsylvania State Corporation Income Tax regulations, which
resulted in an increase in the company's deferred tax asset and a reduction in
income tax expense for 2001 and an increase in the effective tax rate for 2002.

NET INCOME--Net income declined $4.4 million, or 22.0%, to $15.4 million in
the first six months of 2002 from $19.8 million for the first six months of
2001. Net income as a percent of sales decreased to 23.8% for the first six
months from 25.4% for the same period in 2001. The dollar decline was primarily
attributable to the decline in sales volume. The decrease in the percent of
sales was primarily due to higher effective tax rate and the impact of the
decline in sales volume.

LIQUIDITY AND CAPITAL RESOURCES

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. Cash balances were unchanged at $0.8 million in the first six months of
2002.

OPERATING ACTIVITIES

Cash provided by operating activities decreased $3.2 million, or 10.0%, to
$26.8 million in the first six months of 2002 from $30.0 million for the first
six months of 2001. The cash flow decrease was primarily attributable to the
decrease in net income.

INVESTING ACTIVITIES

Capital and investment expenditures totaled $6.3 million in the first six
months of 2002. Boyds is currently constructing a store and museum near
Gettysburg, Pennsylvania, which is expected to be placed into service in the
third quarter of 2002. The aim of this investment is to generate income and at
the same time expand the brand awareness and image of Boyds, by capitalizing on
the tourist destination status of the Gettysburg area. During the first six
months of 2002, Boyds incurred approximately $5.9 million in capital
expenditures related to the store and museum, with an additional $5.3 million
expected to be spent between July of 2002 and October of 2002. The balance of
the construction will be funded from excess cash flow. Boyds does not expect to
incur any additional debt as a result of building the store and museum. Boyds
has spent approximately $10.7 million on the project as of the end of the second
quarter of 2002. Other than the store and museum, Boyds does not expect to incur
significant capital expenditures for the foreseeable future, due to its sourcing
arrangements with suppliers.

FINANCING ACTIVITIES

In connection with the recapitalization in 1998, Boyds issued 9% Senior
Subordinated Notes due 2008 in an amount of $165.0 million and entered into a
credit agreement providing for a $325.0 million senior secured term loan,
consisting of tranche A and tranche B, and a senior secured revolving credit
facility providing for borrowings up to $40.0 million. On April 12, 1999, Boyds
repaid $66.0 million of the notes and has subsequently repaid a further
$52.3 million, leaving a balance outstanding of

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$46.7 million. Boyds has repaid $257.0 million of the term loans under the
credit agreement, leaving a balance outstanding of $68.0 million as of June 30,
2002.

The revolving credit facility provides loans in an aggregate amount up to
$40.0 million. Boyds had borrowed $5.0 million under the revolving credit
facility as of June 30, 2002. Thus, the unused balance under the revolving
credit facility will be available to fund the working capital needs 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. Effective
April 21, 2000, the tranche A term loan is amortizing over six 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.

On February 17, 2000, Boyds announced that its Board of Directors had
approved the repurchase of 3.0 million shares of the Company's common stock. As
of June 30, 2002, Boyds had repurchased 132,480 shares of common stock pursuant
to this stock repurchase program for an aggregate amount of approximately
$1.0 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, Boyds announced that its Board of Directors had approved a
repurchase program for its outstanding 9% Series B Senior Subordinated Notes due
2008. As of June 30, 2002, Boyds had repurchased $52.3 million of its notes
pursuant to this note repurchase program. 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.

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, debt service obligations,
the common stock repurchase program and the bond repurchase program. 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.

RISK FACTORS WHICH MAY AFFECT FUTURE PERFORMANCE

DEPENDENCE ON TWO INDEPENDENT BUYING AGENCIES. Substantially all of the
products that Boyds sells are purchased through two independent buying agencies.
One buying agency is located in Hong Kong, and the other buying agency is
located in the United States. These two buying agencies, which contract with a
total of 19 independent manufacturers, account for approximately 90% of Boyds'
total imports. These two buying agencies also perform a number of functions for
Boyds, including collaborating in Boyds' product design and development process.
As a result, Boyds is substantially dependent on these buying agencies and the
manufacturers with which they contract. Boyds does not have long-term contracts
with either of its primary buying agencies. Boyds believes that the loss of
either of its primary buying agencies would (1) have a material adverse effect
on its financial condition and results of operations, (2) cause disruptions in
its orders, (3) affect the quality of its products, and (4) possibly require it
to select alternative manufacturers.

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POTENTIAL ECONOMIC AND POLITICAL RISKS OF CHINA. All of Boyds' significant
manufacturers are located in China. Although Boyds has identified alternate
manufacturers which could meet its quality and reliability standards at similar
costs in China and in other countries, the loss of any one or more of its
manufacturers could have a material adverse effect on its business. Because
Boyds relies primarily on Chinese manufacturers, it is subject to the following
risks that could restrict its manufacturers' ability to make its products or
increase its manufacturing costs: (1) economic and political instability in
China; (2) transportation delays; (3) restrictive actions by the Chinese
government; (4) the laws and policies of the United States affecting importation
of goods, including duties, quotas and taxes; (5) Chinese trade and tax laws. In
particular, Boyds' business could be adversely affected if the Chinese renminbi
appreciates significantly relative to the United States dollar due to the cost
of its products fluctuating with the value of the Chinese renminbi.

POTENTIAL ADVERSE TRADE REGULATIONS AND RESTRICTIONS. Boyds does not own or
operate any manufacturing facilities. Instead, Boyds imports substantially all
of its retail products from independent foreign manufacturers, primarily in
China. As a result, substantially all of its products are subject to United
States Customs Service duties and regulations. These regulations include
requirements that Boyds disclose information regarding the country of origin on
its products, such as "Handmade in China." Within its discretion, the United
States Customs Service may also set new regulations regarding the amount of duty
to be paid, the value of merchandise to be reported or other customs regulations
relating to Boyds' imported products. Failure to comply with these regulations
may result in the imposition of additional duties or penalties or forfeiture of
merchandise.

The countries in which Boyds' products are manufactured may impose new
quotas, duties, tariffs or other charges or restrictions. This could adversely
affect Boyds' financial condition, results of operations or its ability to
continue to import products at current or increased levels. In particular,
Boyds' costs could increase, or the mix of countries from which Boyds imports
its products may be changed, if the Generalized System of Preferences program is
not renewed or extended each year. The Generalized System of Preferences program
allows selected products of beneficiary countries to enter the United States
duty free. In addition, if countries that are currently accorded "Most Favored
Nation" status by the United States, such as China, cease to have such status,
Boyds could be adversely affected. Boyds cannot predict what regulatory changes
may occur or the type or amount of any financial impact these changes may have
on it in the future.

CHANGING CONSUMER TASTES. The demand for Boyds' products may be quickly
affected by changing consumer tastes and interests. Boyds' results of operations
depend substantially upon its ability to continue to conceive, design, source
and market new pieces and upon continuing market acceptance of its existing and
future product lines. If Boyds fails or is significantly delayed in introducing
new pieces to its existing product lines or creating new product line concepts
or if its new products do not meet with market acceptance, its results of
operations may be impaired. A number of companies who participate in the
giftware and collectibles industries are part of large, diversified companies
that have greater financial resources than Boyds and offer a wider range of
products and may be less affected by changing consumer tastes.

POTENTIAL INFRINGEMENT OF BOYDS' INTELLECTUAL PROPERTY. Boyds believes that
its trademarks and other proprietary rights are material to its success and
competitive position. Accordingly, Boyds devotes resources to the establishment
and protection of its intellectual property on a worldwide basis. The actions
Boyds takes to establish and protect its trademarks and other proprietary rights
may not be adequate to protect its intellectual property or to prevent imitation
of its products by others. Moreover, while Boyds has not experienced any
proprietary license infringements or legal actions that have had a material
impact on its financial condition or results of operations, other persons have
and will likely in the future assert rights in, or ownership of, its trademarks
and other proprietary rights. Boyds may not

18

be able to successfully resolve such conflicts. In addition, the laws of foreign
countries may not always protect intellectual property to the same extent as do
the laws of the United States.

EFFECTS OF RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and
Other Intangible Assets", which is effective January 1, 2002. SFAS 142 requires,
among other things, the discontinuance of goodwill amortization. In addition,
the standard includes provisions for the reclassification of certain existing
recognized intangibles as goodwill, reassessment of the useful lives of existing
recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill. SFAS 142 also
required Boyds to complete a transitional goodwill impairment test six months
from the date of adoption. The result of this impairment test identified that as
of January 1, 2002 there are no impairments of goodwill or intangible assets to
be recorded. Boyds will continue to conduct impairment tests as required. As of
January 1, 2002, Boyds discontinued the amortization of all goodwill.
Amortization for the six months ended June 30, 2001 was $66.

In October 2001, the FASB issued SFAS No. 144 ("SFAS 144"), "Accounting for
the Impairment of Long-Lived Assets" which supersedes SFAS No. 121
("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" and the accounting and reporting provisions
of APB No. 30, "Reporting the Results of Operations--Reporting and Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions" for the disposal of a segment of business.
This statement is effective for fiscal years beginning after December 15, 2001.
SFAS 144 retains many of the provisions of SFAS 121, but addresses certain
implementation issues associated with that Statement. Boyds adopted this
standard on January 1, 2002 and has determined that the adoption did not have a
significant impact on the financial position, results of operations or cash
flows of Boyds.

In April 2002, the FASB issued SFAS No. 145 ("SFAS 145"), "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." This statement is effective for fiscal years beginning
after May 15, 2002. SFAS 145 requires, among other things, eliminating the
extraordinary item treatment of debt extinguishments used as part of the Boyds'
risk management strategy.

In June 2002, the FASB issued SFAS No. 146 ("SFAS 146"), "Accounting for
Costs Associated with Exit or Disposal Activities." This statement requires
recording costs associated with exit or disposal activities at their fair values
when a liability has been incurred. Under previous guidance, certain exit costs
were accrued upon management's commitment to an exit plan, which is generally
before an actual liability has been incurred. Adoption of this statement is
required at the beginning of fiscal year 2003. Management does not expect that
adoption of this pronouncement will have a material effect on the financial
position, results of operations or cash flow of Boyds.

RELATED PARTY TRANSACTIONS

Kohlberg, Kravis Roberts & Co. L.P. ("KKR") represents a 59% shareholder of
Boyds. For the second quarter and first six months ended June 30, 2001 Boyds
paid to KKR approximately $99 and $194 for management fees, recruitment fees and
related expenses. For the second quarter and first six months ended June 30,
2002 Boyds paid to KKR approximately $94 and $187 for management fees,
recruitment fees and related expenses.

During the first quarter of 2001, Boyds purchased approximately 111 acres of
land from New Farm Operating, Inc., whose sole stockholder is Justina Lowenthal,
wife of director and Chairman Emeritus, Gary Lowenthal. The purchase price was
$0.5 million. This land is being used for the future site of the

19

store and museum, which is included in property and equipment. In the opinion of
management, this transaction was executed on terms comparable to an arms length
transaction.

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.

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.

Boyds faces minimal interest rate risk exposure in relation to its
outstanding debt of $119.7 million at June 30, 2002. Of this amount,
$73.0 million under the Credit Agreement is subject to interest rate
fluctuations. A hypothetical 1% change in interest rates applied to the fair
value of debt would not have a material impact on earnings or cash flows of the
Company.

Boyds faces currency risk exposure that arises from translating the results
of its German and United Kingdom operations to the U.S. dollar. The currency
risk exposure is not material as the German and United Kingdom subsidiary
operations do not have a material impact on the Company's earnings.

20

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Boyds is involved in various legal proceedings, claims and governmental
audits in the ordinary course of business. In the opinion of 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.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS--NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES--NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS--NONE

ITEM 5. OTHER INFORMATION

On August 1, 2002, Boyds appointed Joseph Macharsky as Chief Financial
Officer. Prior to the appointment of Mr. Macharsky, Christine Bell, Chief
Operating Officer of Boyds, was acting as interim Chief Financial Officer.
Before joining Boyds, Mr. Macharsky spent 14 years at HMSHost Corporation
(previously Host Marriott Services Corporation), the world's largest provider of
retail concessions to the airport travel industry, where he was most recently
Senior Director of its National Processing Center.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits--See Index to Exhibits

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the period covered by this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: August 12, 2002 THE BOYDS COLLECTION, LTD.

By: /s/ JEAN-ANDRE ROUGEOT
-----------------------------------------
Name: Jean-Andre Rougeot
Title: CHIEF EXECUTIVE OFFICER

By: /s/ JOSEPH E. MACHARSKY
-----------------------------------------
Name: Joseph E. Macharsky
Title: CHIEF FINANCIAL OFFICER

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INDEX TO EXHIBITS

- ------------------------

* Filed herewith

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