<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 10-Q

(MARK ONE)

<TABLE>
<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           SECURITIES EXCHANGE ACT OF 1934.
</TABLE>

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
                                       OR

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934.
</TABLE>

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                       COMMISSION FILE NUMBER: 001-14843

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

                           THE BOYDS COLLECTION, LTD.

             (Exact Name of Registrant as Specified in its Charter)

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

     350 SOUTH STREET, MCSHERRYSTOWN,                            17344
   PENNSYLVANIA, ATTN.: PETER H. FROST
 (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 May 1, 2001)
</TABLE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                           THE BOYDS COLLECTION, LTD.
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>           <C>                                                           <C>
PART I.       FINANCIAL INFORMATION.......................................      3

ITEM 1.       FINANCIAL STATEMENTS:.......................................      3

              Condensed Consolidated Balance Sheets as of December 31,
                2000 and March 31, 2001...................................      3

              Condensed Consolidated Statements of Income for the Three
                Months Ended March 31, 2000 and 2001......................      4

              Condensed Consolidated Statement of Stockholders' Equity for
                the Three Months Ended March 31, 2001.....................      5

              Condensed Consolidated Statements of Cash Flows for the
                Three Months Ended March 31, 2000 and 2001................      6

              Notes to Condensed Consolidated Financial Statements........      7

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS.................................     10

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                RISK......................................................     14

PART II.      OTHER INFORMATION...........................................     15

ITEM 1.       LEGAL PROCEEDINGS...........................................     15

ITEM 2.       EXHIBITS AND REPORTS ON FORM 8-K............................     15

              SIGNATURES..................................................     16
</TABLE>

                                       2
<PAGE>
                                     PART I
                             FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                           THE BOYDS COLLECTION, LTD.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
        AS OF DECEMBER 31, 2000 (AUDITED) AND MARCH 31, 2001 (UNAUDITED)

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   MARCH 31,
                                                                  2000         2001
                                                              ------------   ---------
                                                                   (IN THOUSANDS)
<S>                                                           <C>            <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents.................................    $  3,191     $  3,705
  Accounts receivable, less allowance for doubtful accounts
    of $2,466 at December 31, 2000 and $2,198 at March 31,
    2001....................................................      20,412       22,238
  Inventory--primarily finished goods, less allowance for
    obsolete inventory of $645 at December 31, 2000 and
    $2,103 at March 31, 2001................................      12,865       10,558
  Inventory in transit......................................       3,102        1,420
  Other current assets......................................         804          848
  Income taxes receivable...................................       5,630        1,424
  Deferred income taxes.....................................      18,672       18,672
                                                                --------     --------
      Total current assets..................................      64,676       58,865

PROPERTY AND EQUIPMENT--NET.................................       5,635        7,000

OTHER ASSETS:
  Deferred debt issuance costs..............................       3,912        3,747
  Deferred tax asset........................................     186,371      182,246
  Other assets..............................................       2,719        2,688
                                                                --------     --------
      Total other assets....................................     193,002      188,681
                                                                --------     --------
TOTAL ASSETS................................................    $263,313     $254,546
                                                                ========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable..........................................    $  2,481     $  1,329
  Accrued expenses..........................................       4,016        2,624
  Interest payable..........................................       1,933        3,565
  Current portion of long-term debt.........................       6,250           --
                                                                --------     --------
      Total current liabilities.............................      14,680        7,518

LONG-TERM DEBT..............................................     187,157      170,657

COMMITMENTS AND CONTINGENCIES (Notes 2, 4 and 6)

OTHER LIABILITIES...........................................         190          190

STOCKHOLDERS' EQUITY:
  Common stock (61,838 shares issued at December 31, 2000
    and March 31, 2001, respectively) and paid-in capital in
    excess of par...........................................     (41,133)     (41,133)
  Other comprehensive income:
    Accumulated other comprehensive loss....................          (7)         (12)
    Retained earnings.......................................     128,775      143,675
  Less: Treasury shares at cost (2,685 at December 31, 2000
    and March 31, 2001, respectively).......................     (26,349)     (26,349)
                                                                --------     --------
      Total stockholders' equity............................      61,286       76,181
                                                                --------     --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................    $263,313     $254,546
                                                                ========     ========
</TABLE>

           See notes to condensed consolidated financial statements.

                                       3
<PAGE>
                           THE BOYDS COLLECTION, LTD.

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                    MARCH 31,
                                                              ---------------------
                                                                2000        2001
                                                              ---------   ---------
                                                              (IN THOUSANDS, EXCEPT
                                                               PER SHARE AMOUNTS)
<S>                                                           <C>         <C>
NET SALES...................................................   $52,683     $50,375
COST OF GOODS SOLD..........................................    19,419      18,003
                                                               -------     -------
  GROSS PROFIT..............................................    33,264      32,372
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................     5,505       4,770
OTHER OPERATING INCOME......................................         3           3
                                                               -------     -------
INCOME FROM OPERATIONS......................................    27,762      27,605
                                                               -------     -------
OTHER INCOME................................................       130          33
INTEREST EXPENSE:
  Interest expense..........................................     5,300       3,689
  Amortization of deferred debt issuance costs..............       178         163
                                                               -------     -------
TOTAL INTEREST EXPENSE......................................     5,478       3,852
                                                               -------     -------
INCOME BEFORE PROVISION FOR INCOME TAXES AND
  EXTRAORDINARY ITEM........................................    22,414      23,786
PROVISION FOR INCOME TAXES..................................     8,146       8,884
                                                               -------     -------
INCOME BEFORE EXTRAORDINARY ITEM............................    14,268      14,902
EXTRAORDINARY ITEM -- WRITE OFF OF DEFERRED DEBT ISSUANCE
  COSTS (NET OF $185 AND $1 TAX BENEFITS, RESPECTIVELY).....       330           2
                                                               -------     -------
NET INCOME..................................................   $13,938     $14,900
                                                               =======     =======

EARNINGS PER SHARE:

  Basic and Diluted Earnings Per Share
    Income Before Extraordinary Item........................   $  0.24     $  0.25
    Extraordinary Item--Write Off of Deferred Debt Issuance
      Costs.................................................        --          --
                                                               -------     -------
    Net Income..............................................   $  0.24     $  0.25
                                                               =======     =======
</TABLE>

           See notes to condensed consolidated financial statements.

                                       4
<PAGE>
                           THE BOYDS COLLECTION, LTD.
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                  (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        (LOSS)       EARNINGS
                                              -----------   --------   -------------   --------   -------------   --------
                                                                             (IN THOUSANDS)
<S>                                           <C>           <C>        <C>             <C>        <C>             <C>
BALANCE, JANUARY 1, 2001....................    61,838       2,685        $(41,133)    $(26,349)       $ (7)      $128,775
  Other comprehensive income:
    Foreign currency translation............        --          --              --           --          (5)            --
  Net income................................        --          --              --           --          --         14,900
  Comprehensive income......................        --          --              --           --          (5)            --
                                                ------       -----        --------     --------        ----       --------
BALANCE, MARCH 31, 2001.....................    61,838       2,685        $(41,133)     (26,349)       $(12)      $143,675
                                                ======       =====        ========     ========        ====       ========

<CAPTION>

                                                  OTHER           TOTAL
                                              COMPREHENSIVE   STOCKHOLDERS'
                                                 INCOME          EQUITY
                                              -------------   -------------
                                                     (IN THOUSANDS)
<S>                                           <C>             <C>
BALANCE, JANUARY 1, 2001....................                     $61,286
  Other comprehensive income:
    Foreign currency translation............          (5)             (5)
  Net income................................      14,900          14,900
                                                 -------
  Comprehensive income......................     $14,895              --
                                                 =======         -------
BALANCE, MARCH 31, 2001.....................                     $76,181
                                                                 =======
</TABLE>

           See notes to condensed consolidated financial statements.

                                       5
<PAGE>
                           THE BOYDS COLLECTION, LTD.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2000       2001
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income................................................  $13,938    $14,900
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation and amortization...........................      266        437
    Amortization and write off of deferred debt issuance
      costs.................................................      694        165
    Deferred taxes..........................................    4,125      4,125
    Changes in assets and liabilities:
      Accounts receivable--net..............................   (5,386)    (1,826)
      Inventory.............................................    1,949      2,307
      Inventory in transit..................................      292      1,682
      Other current assets..................................     (711)       (44)
      Other assets..........................................        3         --
      Accounts payable......................................      909     (1,152)
      Accrued taxes/Income taxes receivable.................    3,762      4,206
      Accrued expenses......................................   (4,770)    (1,392)
      Interest payable......................................    2,391      1,632
                                                              -------    -------
      Net cash provided by operating activities.............   17,462     25,040
                                                              -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment........................     (595)    (1,771)
                                                              -------    -------
      Net cash used in investing activities.................     (595)    (1,771)
                                                              -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of debt.........................................  (22,000)   (22,750)
  Sale of common stock (net of related fees and expenses)...      700         --
  Repurchase of common stock................................      (97)        --
                                                              -------    -------
      Net cash used in financing activities.................  (21,397)   (22,750)
                                                              -------    -------
  Effect of exchange rate changes on cash...................        9         (5)
                                                              -------    -------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........   (4,521)       514

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..............   11,501      3,191
                                                              -------    -------
CASH AND CASH EQUIVALENTS, END OF PERIOD....................  $ 6,980    $ 3,705
                                                              =======    =======

CASH PAID DURING THE PERIOD FOR INTEREST....................  $ 2,859    $ 2,057
                                                              =======    =======
CASH PAID DURING THE PERIOD FOR INCOME TAXES................  $    75    $   552
                                                              =======    =======
</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 March 31, 2001, the
condensed consolidated statements of income for the three months ended
March 31, 2000 and 2001, the condensed consolidated statement of stockholders'
equity for the three months ended March 31, 2001 and the condensed consolidated
statements of cash flows for the three months ended March 31, 2000 and 2001 are
unaudited. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of such interim
financial statements have been included. The results of operations for the three
months ended March 31, 2001 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
April 2, 2001.

2. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

    At December 31, 2000 and at March 31, 2001, Boyds had letters of credit
outstanding under bank credit agreements amounting to $8,239 and $5,622,
respectively. These letters of credit represent Boyds' commitment to purchase
inventory which is to be produced and/or shipped.

3. RELATED PARTY TRANSACTIONS

    For the quarters ended March 31, 2000 and 2001, Boyds paid to Kohlberg
Kravis Roberts & Co. $98 and $95, respectively, for management fees and related
expenses.

4. LONG-TERM DEBT

    Long-term debt is summarized as follows:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   MARCH 31,
                                                                  2000         2001
                                                              ------------   ---------
<S>                                                           <C>            <C>
9% Senior Subordinated Notes due May 15, 2008                   $ 82,657     $ 82,657
Credit Agreement:
  Secured Tranche A Term Loans due April 2005.
  Interest based on LIBOR or base rate as defined...........      88,250       82,000
  Secured revolving loan due April 2005.
  Interest based on LIBOR or base rate as defined...........      22,500        6,000
                                                                --------     --------
Sub-Total...................................................     193,407      170,657
Less: Current portion of long-term debt.....................      (6,250)          --
                                                                --------     --------
                                                                $187,157     $170,657
                                                                ========     ========
</TABLE>

    At March 31, 2001, the weighted average interest rate in effect for the term
loans was 5.955%, while the interest rate for the revolver was 5.681%.

                                       7
<PAGE>
                           THE BOYDS COLLECTION, LTD.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
           (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                            (UNAUDITED) (CONTINUED)

4. LONG-TERM DEBT (CONTINUED)
    The Notes have an optional redemption feature exercisable by Boyds any time
on or after May 15, 2003. Boyds may also redeem up to 40% of the Notes with the
proceeds of one or more equity offerings at any time on or prior to May 15,
2001, and did so following the public offering on March 5, 1999. Interest on the
Notes is payable semiannually on May 15 and November 15.

    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 March 31, 2001. The agreement also provides that the
Term Loans and revolving loan commitment be secured by the capital stock of
Boyds' current and future subsidiaries. In addition, 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 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 are, as follows:

<TABLE>
<S>                                                           <C>
2001........................................................  $    --
2002........................................................   14,000
2003........................................................   17,000
2004........................................................   23,000
2005........................................................   34,000
Thereafter..................................................   82,657
</TABLE>

5. 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 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, 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.

6. CONTINGENCIES

    Boyds has received from the State of Pennsylvania an assessment to pay
additional franchise taxes of approximately $6,914 for 1998. Boyds firmly
believes that the assessment is without merit and intends to vigorously contest
the assessment in its entirety. In addition, 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.

                                       8
<PAGE>
                           THE BOYDS COLLECTION, LTD.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
           (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                            (UNAUDITED) (CONTINUED)

7. LEGAL SETTLEMENT

    On March 28, 2000, Boyds settled an outstanding lawsuit related to a claim
for royalties. In complete and final resolution of the suit, Boyds agreed to a
settlement of the claim, resulting in a $4,400 charge ($3,068 after tax), which
was recorded in selling, general and administrative expenses in the period ended
December 31, 1999, and paid in March, 2000.

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:

<TABLE>
<CAPTION>
                                                                   MARCH 31,
                                                              -------------------
                                                                2000       2001
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Numerator for basic and diluted earnings per share:
  Net income................................................  $13,938    $14,900
                                                              =======    =======
Denominator:
  Denominator for basic earnings per share--weighted average
  shares....................................................   59,135     59,153
Effect of dilutive securities:
  Effect of shares issuable under stock option plans based
    on treasury stock method................................       93        286
                                                              -------    -------
Denominator for diluted earnings per share--weighted average
  shares....................................................   59,228     59,439
                                                              =======    =======
</TABLE>

9. SUBSEQUENT EVENTS

    On April 19, 2001, Boyds repaid the balance outstanding on its revolving
loan of $6,000.

    On April 26, 2001, Boyds acquired all of the issued and outstanding shares
of capital stock of J&T Designs & Imaginations, Inc. ("J&T"), a Texas
corporation. J&T is a designer of high quality Christmas gifts and holiday
collectibles. The aggregate purchase price was approximately $734, which was
paid in cash. The results of operations and net assets acquired are not material
to Boyds.

                                       9
<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 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 products, resin products, doll products,
village products, home decor products 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
100,000 paying members; Distributor sales, which are 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; and related clothing and
accessories.

    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 sales.

    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.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                               THREE MONTHS
                                                                   ENDED
                                                                 MARCH 31,
                                                            -------------------
                                                              2000       2001
                                                            --------   --------
<S>                                                         <C>        <C>
Net sales.................................................   100.0%     100.0%
Gross profit..............................................    63.1%      64.3%
Selling, general and administrative expenses..............    10.4%       9.5%
Other operating income, net...............................     0.0%       0.0%
  Income from operations..................................    52.7%      54.8%
Other income, net.........................................     0.2%       0.1%
Total interest expense....................................    10.4%       7.7%
Provision for income taxes................................    15.4%      17.6%
  Income before extraordinary item........................    27.1%      29.6%
Extraordinary item (net of tax benefits)..................     0.6%       0.0%
                                                             ------     ------
  Net income..............................................    26.5%      29.6%
                                                             ======     ======
</TABLE>

                                       10
<PAGE>
  THREE MONTHS ENDED MARCH 31, 2001 VS. THREE MONTHS ENDED MARCH 31, 2000

    NET SALES--Net sales decreased $2,308, or 4.4%, to $50,375 in the first
quarter of 2001 from $52,683 for the first quarter of 2000. Sales of Boyds'
plush products increased 2.1%, compared to 2000; sales of the Company's resin
products decreased 9.3%; sales of the Company's doll products decreased 63.2%;
sales of the Company's village products increased 55.4%; and sales of the
Company's home decor products, previously included in the all other category,
increased 935% from a low base. Sales of plush products represented 49% of the
Company's net sales for the first quarter 2001, while sales of resin products
represented 33%, doll products represented 2%, village products represented 5%
and home decor products represented 4%. The sales decrease was due primarily to
the planned reduction in the number of resin product items available for sale,
and a drop in doll product sales due to a planned timing difference in
shipments. Our focus on giftability within the resin category proved very
successful, as evidenced by the significant growth in the Bearstones line, our
core resin group.

    GROSS PROFIT--Gross profit decreased $892, or 2.7%, to $32,372 in the first
quarter of 2001 from $33,264 for the first quarter of 2000. The gross profit
margin increased to 64.3% for the quarter from 63.1% for the same period in
2000. The dollar decrease in gross profit was primarily attributable to the
decrease in sales volume and a provision of $1.3 million for slow-moving
inventory. The increase in gross profit margin reflects the impact of the
operational programs and financial controls implemented in 2000.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A)--SG&A expenses decreased
$735, or 13.4%, to $4,770 in the first quarter of 2001 from $5,505 for the first
quarter of 2000. SG&A expenses as a percent of sales decreased to 9.5% for the
quarter from 10.4% for the same period in 2000. The decrease in dollars and as a
percent of sales was primarily due to across the board savings resulting from
the Company's cost control efforts.

    INCOME FROM OPERATIONS--Income from operations decreased $157, or 0.6%, to
$27,605 in the first quarter of 2001 from $27,762 for the first quarter of 2000.
The operating income margin increased to 54.8% for the quarter from 52.7% for
the same period in 2000. The dollar decrease in income from operations was
attributable to the decrease in sales volume more than offsetting the increase
in gross profit margin and the decrease in SG&A expense. The increase in
operating income margin was primarily due to the increase in gross profit margin
and the decrease in SG&A expense as a percent to sales.

    TOTAL INTEREST EXPENSE--Total interest expense decreased $1,626, or 29.7%,
to $3,852 in the first quarter of 2001 from $5,478 for the first quarter of
2000. Total interest expense as a percent of sales decreased to 7.7% for the
quarter from 10.4% for the same period in 2000. The decrease in total interest
expense in dollars and as a percent of sales was due to the application of the
Company's excess cash to the reduction of its debt and the current decline in
interest rates.

    PROVISION FOR INCOME TAXES--Income taxes increased $738, or 9.1%, to $8,884
in the first quarter of 2001 from $8,146 for the first quarter of 2000. Income
taxes as a percent of sales increased to 17.6% for the quarter from 15.4% for
the same period in 2000. The increase in income taxes in dollars and as a
percent of sales for the quarter was due to the increase in gross profit margin,
and the reduction in both SG&A expenses and total interest expense, which more
than offset the decline in net sales.

    INCOME BEFORE EXTRAORDINARY ITEM--Income before extraordinary item increased
$634, or 4.4%, to $14,902 in the first quarter of 2001 from $14,268 for the
first quarter of 2000. The income before extraordinary item as a percent of
sales increased to 29.6% for the quarter from 27.1% for the same period in 2000.
The increase in income before an extraordinary item in dollars and as a percent
of sales was primarily attributable to the increase in gross profit margin, and
the reduction in both SG&A expenses and total interest expense, which more than
offset the decline in net sales.

                                       11
<PAGE>
    EXTRAORDINARY ITEM--The extraordinary items, both net of tax, of $330 and
$2, recorded in the first quarter 2000 and the first quarter 2001, respectively,
are for the write off of deferred debt issuance costs arising from the early
paydown of long term debt of $22,000 and $6,250 in the first quarter 2000 and
the first quarter 2001, respectively.

    NET INCOME--Net income increased $962, or 6.9%, to $14,900 in the first
quarter of 2001 from $13,938 for the first quarter of 2000. The net income
margin increased to 29.6% for the quarter from 26.5% for the same period in
2000. The increase in net income in dollars and as a percent of sales was
primarily attributable to the increase in gross profit margin, and the reduction
in both SG&A expenses and total interest expense, which more than offset the
decline in net sales.

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 flow from operations increased $7,578, or 43.4%, to $25,040 in the
first quarter of 2001 from $17,462 for the first quarter of 2000. The cash flow
increase was primarily attributable to the increase in accrued expenses and net
income, and the decrease in accounts receivable--net and inventory in transit,
partially reduced by a decrease in accounts payable. Net cash used in investing
activities for the first quarter of 2001, of $1,771, was used for capital
expenditures. Net cash used in financing activities for the first quarter of
2001, of $22,750, was used to reduce outstanding long-term debt and was derived
primarily from net income.

    In connection with its recapitalization, Boyds issued 9% Senior Subordinated
Notes due 2008 in an amount of $165,000 and entered into a $325,000 senior
secured term loan and a senior secured revolving credit facility providing for
borrowings up to $40,000. As of March 31, 2001, Boyds had repaid $82,343 of the
9% Notes leaving a balance outstanding of $82,657, and $243,000 of the term loan
leaving a balance outstanding of $82,000. The revolving credit facility provides
loans in an aggregate amount of up to $40,000. Boyds had borrowed $6,000 under
the revolving credit facility at March 31, 2001. The remaining balance under the
revolving credit facility is 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. Beginning
April 21, 2000, the Tranche A term loan amortizes over six years and the Tranche
B term loan amortizes 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. As of
December 31, 2000, the Tranche B term loan had been fully repaid. The revolving
credit facility commitment will terminate on April 21, 2005.

    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, 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.

                                       12
<PAGE>
    On May 28, 1999, Boyds' Board of Directors approved the repurchase of up to
3,000,000 shares of Boyds' common stock. Through the completion of this stock
repurchase program in 1999, Boyds had repurchased 2,954,200 shares of common
stock pursuant to this stock repurchase program for an aggregate amount of
approximately $29,944. These repurchases were financed out of operating cash
flow and approximately $4,000 of borrowings under the revolving credit facility
which were subsequently repaid.

    On February 17, 2000, Boyds Board of Directors approved the repurchase of an
additional 3,000,000 shares of the Company's common stock. As of March 31, 2001,
Boyds had repurchased 19,200 shares of common stock pursuant to this stock
repurchase program for an aggregate amount of approximately $125. 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 March 31, 2001, Boyds had repurchased $16,343 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.

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.

RECENTLY ISSUED ACCOUNTING STANDARD

    SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES,
is effective for all fiscal years beginning after June 15, 2000. SFAS 133, as
amended, establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities. Under SFAS 133, certain contracts that
were not formerly considered derivatives may now meet the definition of a
derivative. Boyds adopted SFAS 133 effective January 1, 2001. The adoption of
SFAS 133 did not have a significant impact on the financial position, results of
operations, or cash flows of Boyds.

                                       13
<PAGE>
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.

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.

    The Company faces minimal interest rate risk exposure in relation to its
outstanding debt of $170,657 at March 31, 2001. Of this amount $88,000, under
the Credit Agreement, is subject to interest rate fluctuations. A hypothetical
10% 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.

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

                                       14
<PAGE>
                                    PART II
                               OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

    Boyds has received from the State of Pennsylvania an assessment to pay
additional franchise taxes of approximately $6,914 for 1998. Boyds firmly
believes that the assessment is without merit and intends to vigorously contest
the assessment in its entirety. In addition, 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.

    Other than the above, Boyds does not believe that there are any other
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:

        None

    (b) Reports on Form 8-K:

        None.

                                       15
<PAGE>
                                   SIGNATURES

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

<TABLE>
<S>                                                    <C>  <C>
Date: May 4, 2001                                      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>

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